Exhibit 10.2

FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

7600 Wisconsin Avenue, 11^th Floor

Bethesda, Maryland 20814

Dated as of: February 8, 2013

KeyBank National Association,

as Administrative Agent

127 Public Square

Cleveland, OH 44114

Attention: John C. Scott

Re: Amendment No. 3 to Term Loan Agreement and Consent

Ladies and Gentlemen:

We refer to the Term Loan Agreement dated as of July 18, 2011 (as amended, restated, modified, renewed, supplemented 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 and other Subsidiaries (collectively, the “Borrowers”), KEYBANK NATIONAL ASSOCIATION and the other lending institutions which are parties thereto (individually, a “Lender” and collectively, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as administrative agent for itself and each other Lender (the “Agent”) and certain other parties. 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 that the Lenders: (1) amend the Credit Agreement to, among other things, (a) modify the covenant relating to the ratio of Consolidated Total Indebtedness to Consolidated Gross Asset Value set forth in §10.1, (b) modify the covenant relating to Consolidated Debt Yield set forth in §10.2, (c) modify the covenant relating to Consolidated Tangible Net Worth set forth in §10.4, and (d) modify the covenant relating to the ratio of Consolidated Total Indebtedness to the Value of Unencumbered Properties set forth in §10.5, and (2) consent under §9.4(b) of the Credit Agreement to the exclusion of the Permanent Disposition (as hereinafter defined) of the Real Estate Assets comprising the Industrial Portfolio (as hereinafter defined) from the calculation of net sales price of Real Estate Assets and other property sold, transferred or otherwise disposed of in any four-quarter period for the purposes of the twenty percent (20%) threshold set forth in said §9.4(b) for the sale, transfer and disposition of Real Estate Assets and other property; and you have advised us that the Lenders are prepared to make the amendments and provide the consent as set forth herein, including to reflect the foregoing as requested by us, on the terms and conditions set forth herein, including, without limitation, 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:

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ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

Effective as of February 8, 2013 (the “Amendment No. 3 Effective Date”), and subject to the fulfillment of the conditions contained in Article III of this Amendment, the Credit Agreement is hereby amended in each of the following respects:

 

1.

Definitions. §1.1 of the Credit Agreement is amended as follows:

(a) The following new definitions are inserted after the definition of “Amendment No. 2 Effective Date” and before the definition of “Applicable Base Rate Margin”:

“Amendment No. 3. The Amendment No. 3 to this Agreement dated as of February 8, 2013 by and among the Borrower, the Agent and the Lenders.

Amendment No. 3 Effective Date. February 8, 2013.”

(b) The following new definition is inserted after the definition of “Indemnitee” and before the definition of “Information”:

“Industrial Portfolio. The Real Estate Assets listed on Schedule 10.4 hereto.”

(c) The following new definition is inserted after the definition of “Net Operating Income” and before the definition of “New Debt”:

“Net Sales Proceeds. The aggregate cash proceeds received by the Borrower, any Subsidiary or any Partially-Owned Entity in connection with the consummation of any Permanent Disposition net of the following costs and expenses, as evidenced by invoices or other evidence reasonably acceptable to Agent: (a) all reasonable and customary out-of-pocket costs paid or payable by such Borrower, Subsidiary or Partially-Owned Entity in connection with such Permanent Disposition (including, without limitation, legal, accounting and investment banking fees, sales commissions and taxes), and (b) for Permanent Dispositions involving the sale of any Real Estate Asset that is encumbered by Indebtedness, the repayment of such Indebtedness, including, without limitation, prepayment fees and yield maintenance charges.”

(d) The following new definition is inserted after the definition of “PBGC” and before the definition of “Permits”:

“Permanent Disposition. With respect to any Real Estate Asset, the permanent disposition by sale or assignment of the entire fee simple or leasehold interest in such Real Estate Asset, as applicable.”

 

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(e) The definition of “Unsecured Consolidated Total Indebtedness” is amended by inserting at the end thereof the following new sentence: “Notwithstanding the foregoing, Unsecured Consolidated Total Indebtedness shall include Recourse Indebtedness that is secured solely by partnership or other ownership interests in any Subsidiary or Partially-Owned Entity that owns a Real Estate Asset that is encumbered by a mortgage securing Indebtedness, provided, however, the 2007 Term Loan shall be excluded from Unsecured Consolidated Total Indebtedness except if the outstanding principal amount thereof at any date of determination exceeds $10,000,000, in which case, the principal amount thereof in excess of $10,000,000 shall be included in Unsecured Consolidated Total Indebtedness. In no event shall any Indebtedness under that certain Secured Term Loan Agreement dated as of February 8, 2013 (the “2013 Term Loan Agreement”) among certain Subsidiaries of FPLP, KeyBank National Association, individually and as administrative agent, and certain other lenders be included in Unsecured Consolidated Total Indebtedness unless, and then only to the extent that, the principal amount of such Indebtedness is increased above the Total Commitment (as defined in the 2013 Term Loan Agreement) on the date of this Agreement.”

2. Title to Properties; Leases; Eligible Unencumbered Properties in the Unencumbered Pool. §7.3(d) is amended by deleting the words “Amendment No. 2 Effective Date” where it appears therein and replacing them with “Amendment No. 3 Effective Date.”

3. Structured Finance Investments. §9.3(h) is amended by (A) deleting “June 30, 2013” where the same appears in clause (i) thereof and substituting “September 30, 2013” therefor, and (B) deleting “September 30, 2013” where the same appears in clause (ii) thereof and substituting “December 31, 2013” therefor.

4. Consolidated Total Leverage Ratio. §10.1 is deleted in its entirety and the following is substituted in lieu thereof:

“§10.1 Consolidated Total Leverage Ratio. At all times, (i) for each fiscal quarter ending on or after December 31, 2012 through the fiscal quarter ending September 30, 2013, Consolidated Total Indebtedness shall not exceed sixty-five percent (65%) of Consolidated Gross Asset Value as of the last day of such fiscal quarter, and (ii) for each fiscal quarter ending on or after December 31, 2013, Consolidated Total Indebtedness shall not exceed sixty percent (60%) of Consolidated Gross Asset Value as of the last day of such fiscal quarter. This covenant shall be tested quarterly as of the last day of the applicable quarter.”

5. Consolidated Debt Yield. §10.2 is deleted in its entirety and the following is substituted in lieu thereof:

“§10.2 Consolidated Debt Yield. At all times, as tested at the end of each fiscal quarter, (i) for each fiscal quarter ending on or after December 31, 2012 through the fiscal quarter ending September 30, 2013, the Consolidated Debt Yield shall not be less than ten percent (10%), and (ii) for each fiscal quarter ending on or after December 31, 2013, the Consolidated Debt Yield shall not be less than eleven percent (11%).”

 

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6. Net Worth. §10.4 of the Credit Agreement is amended (i) by deleting the words “Closing Date” and substituting in lieu thereof the words “Amendment No. 2 Effective Date”, (ii) by deleting “Consolidated Net Worth” where it appears, at the end thereof, in the phrase “on or prior to the date such determination of Consolidated Net Worth is made” and substituting “Consolidated Tangible Net Worth” therefor, and (iii) adding the following proviso after the end of such phrase: “; provided, however, that the dollar amount used in clause (i) above for the purpose of calculating the sum set forth in this Section 10.4 for each date of determination shall reduce by an amount equal to sixty-five percent (65%) of the Net Sales Proceeds of the Permanent Disposition of any of the Real Estate Assets included in the Industrial Portfolio, which Real Estate Assets and the respective direct and indirect owners thereof are listed on Schedule 10.4 hereto, provided that, for each such Permanent Disposition, such reduction shall not apply unless and until (y) Agent shall have received evidence satisfactory to Agent of such Permanent Disposition and of the amount of the Net Sales Proceeds therefrom, which Agent shall endeavor to approve or disapprove, and shall provide any reasons for disapproval with reasonable specificity, in writing via electronic mail transmission to the Chief Financial Officer, Chief Accounting Officer and Director, Finance & Treasury of the Trust (at ablocher@first-potomac.com, mcomer@first-potomac.com, and ttillman@first-potomac.com, or such other electronic mail addresses of which the Borrower shall give Agent prior written notice) no later than ten (10) business days following receipt of such evidence from the Borrower, and (z) in the case of such Permanent Disposition of any Real Estate Asset which is in the Unencumbered Pool, such Real Estate Asset shall have been duly released from the Unencumbered Pool in accordance with the terms hereof.”

7. Unencumbered Pool Leverage. §10.5 is deleted in its entirety and the following is substituted in lieu thereof:

“§10.5 Unencumbered Pool Leverage. At all times, as tested at the end of each fiscal quarter and any other date of measurement, (i) for each fiscal quarter ending on or after December 31, 2012 through the fiscal quarter ending September 30, 2013, Unsecured Consolidated Total Indebtedness shall not exceed sixty-five percent (65%) of the aggregate Value of Unencumbered Properties on the last day of such fiscal quarter, and (ii) for each fiscal quarter ending on or after December 31, 2013, Unsecured Consolidated Total Indebtedness shall not exceed sixty percent (60%) of the aggregate Value of Unencumbered Properties on the last day of such fiscal quarter. For purposes of the covenant set forth in this §10.5, any New Debt incurred by the Borrower after the date hereof shall be deemed to be Unsecured Consolidated Total Indebtedness.”

 

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8. Schedules.

(a) The existing Schedules 1, 7.1(b), 7.3(c), 7.3(d), 7.13, and 7.19 to the Credit Agreement are deleted in their entirety and the updated Schedules 1, 7.1(b), 7.3(c), 7.3(d), 7.13, and 7.19 attached hereto are substituted in lieu thereof.

(b) The new Schedule 10.4 attached hereto is attached to the Credit Agreement and made a part thereof.

ARTICLE II

CONSENT TO EXCLUSION OF INDUSTRIAL PORTFOLIO

The Borrower intends to consummate the Permanent Disposition, in a four-quarter period, of the Industrial Portfolio and of certain other Real Estate Assets (the “Other Sale Properties”). The aggregate sales price (net of (i) any Indebtedness secured by a Lien on such Real Estate Assets or other property, if any, and (ii) the purchase price of any Real Estate Assets or other property acquired during such four-quarter period, minus closing costs and any Indebtedness secured by a Lien on such acquired Real Estate Assets or other property) (the “Net Sales Price”) of the Permanent Disposition of the Industrial Portfolio and the Other Sale Properties could exceed twenty percent (20%) of the most recently reported Consolidated Gross Asset Value. Accordingly, Borrower has requested that the Lenders consent, and, subject to Article III hereof, the Lenders do consent, to the Borrower’s exclusion of the Permanent Disposition of the Industrial Portfolio (or any individual Real Estate Asset contained therein) from the calculation of the Net Sales Price that is subject to the twenty percent (20%) threshold set forth in §9.4(b) with respect to the Sale (as defined in §9.4(b)) of Real Estate Assets or other property, provided that, for any period of time during which Borrower excludes the Permanent Disposition of the Industrial Portfolio (or any individual Real Estate Asset contained therein) from such calculation, Borrower agrees that the Net Sales Price of the Sale of the Other Sale Properties and any other property shall not exceed ten percent (10%), rather than twenty percent (20%), of the most recently reported Consolidated Gross Asset Value. For the avoidance of doubt, the consent provided under this Article II shall apply only with respect to the twenty percent (20%) threshold set forth in the first sentence of §9.4(b) for the Sale of Real Estate Assets or other property and not with respect to any other threshold set forth in said §9.4(b) (including the twenty percent (20%) threshold with respect to Indebtedness Liens or the two percent (2%) threshold requiring the provision of a compliance certificate with respect to any Sale or Indebtedness Lien).

ARTICLE III

CONDITIONS PRECEDENT TO AMENDMENT AND CONSENT

The Lenders’ agreement herein to amend the Credit Agreement and provide the consent hereunder as of the Amendment No. 3 Effective Date is subject to the fulfillment to the satisfaction of the Lenders of the following conditions precedent on or prior to such date:

1. Each of the Borrowers shall have executed and delivered (or caused to be delivered) to the Agent a counterpart of this Amendment;

2. The Guarantor and each Subsidiary Guarantor shall have acknowledged and consented to the provisions of this Amendment;

 

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3. The Agent and the Majority Lenders shall have executed this Amendment;

4. The representations and warranties of the Borrowers and the Guarantor set forth herein shall be true and correct;

5. The Borrower shall have furnished to the Agent and the Lenders a Compliance Certificate (such Compliance Certificate to be substantially in the form attached as Exhibit C to the Credit Agreement) evidencing compliance with the covenants set forth in Article 10 of the Credit Agreement for the fiscal quarter ending December 31, 2012 after giving effect to the terms of this Amendment; provided the Agent and the Lenders hereby acknowledge that such Compliance Certificate and the preliminary financial statements of the Trust for the fiscal quarter ended December 31, 2012 on which it is based are currently under review by the Accountants and are subject to further revision prior to the filing by the Trust of its Form 10-K for the year ended December 31, 2012. Borrower hereby acknowledges and agrees that, to the best of its knowledge, such financial statements are true, correct and complete in all material respects. The foregoing acknowledgement by Agent and the Lenders shall be subject in all respects to Paragraph 5 of Article IV below and, without limiting the foregoing, shall not constitute a waiver by the Agent or any Lender of any Default (including any such Default that may arise as a result of any revision to the preliminary financial statements referenced above) or otherwise limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Agent or any Lender with respect to Borrower’s obligations to comply with the covenants as set forth in the Credit Agreement (after giving effect to this Amendment);

6. In consideration of the amendments contained herein, the Borrower shall have paid to the Agent a fee for the benefit of each of the Lenders executing this Amendment in an amount equal to Fifteen Thousand and 00/100 Dollars ($15,000.00) per Lender executing this Amendment, along with, to the Agent, the reasonable fees, charges and disbursements of Agent’s counsel in connection with the preparation hereof, or satisfactory arrangements therefor shall have been made; provided, however, any Lender that, in its capacity as a “Lender” under the Unsecured Revolver Agreement, has received the fee provided for under Section 6 of that certain Amendment No. 2 to the Unsecured Revolver Agreement of even date herewith shall not be entitled to receive the fee provided for hereunder; and

7. The Agent shall have received such other documentation and information as it may reasonably require, all of which shall be in form and substance satisfactory to the Agent, including, without limitation, such items set forth in the closing agenda provided by counsel to Agent to the Borrower in connection with this Amendment.

 

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Each of the Borrowers, the Guarantor and the Subsidiary Guarantors hereby represents and warrants to you as follows:

1. Representations and Warranties. Each of the representations and warranties made by such Borrowers, the Guarantor and such Subsidiary Guarantor, as applicable, to the Agent and the Lenders in this Amendment, 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 No. 3 Effective Date with the same full force and effect as if each of such representations and warranties had been made by such Borrowers, the Guarantor or such Subsidiary Guarantor, as applicable on the Amendment No. 3 Effective Date and in this Amendment, in each case after giving effect to this Amendment, except to the extent that such representations and warranties relate solely to a prior date, in which case such representations and warranties shall be true, correct and complete on and as of the date when made.

2. No Defaults or Events of Default. After giving effect to this Amendment, no Default or Event of Default exists on the Amendment No. 3 Effective 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.

3. No Material Adverse Change. There has been no material adverse change in the business, assets, operations, condition (financial or otherwise) or properties of the Trust, FPLP or, taken as a whole, the Potomac Group since September 30, 2012 or, as of the Amendment No. 3 Effective Date, in the facts and information regarding the Trust, FPLP or, taken as a whole, the Potomac Group as most recently provided to the Agent and the Lenders.

4. Binding Effect of Documents. This Amendment has been duly authorized, executed and delivered to you by such Borrowers, the Guarantor and such Subsidiary Guarantor and is in full force and effect as of the date hereof, and the agreements and obligations of each such Borrower, the Guarantor and such Subsidiary Guarantor contained herein and therein constitute the legal, valid and binding obligations of such Borrower, the Guarantor and such Subsidiary Guarantor, enforceable against such Borrower, the Guarantor and such Subsidiary Guarantor in accordance with their respective terms.

5. No Implied Waiver. Except as expressly set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Agent or the Lenders under the Credit Agreement or the other Loan Documents, nor alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the Credit Agreement or the Loan Documents, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any willingness on the part of the Agent or the Lenders to grant any similar or future consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents.

 

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ARTICLE V

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 provisions of the Credit Agreement and each of the other Loan Documents shall otherwise remain unmodified, and the Credit Agreement and each of the other Loan Documents, as amended and supplemented by this Amendment, are confirmed as being in full force and effect, and each of the Borrowers, the Guarantor and the Subsidiary Guarantors hereby ratifies and confirms all of its agreements and obligations contained therein, as applicable. This Amendment is a contract under the laws of the State of New York and shall for all purposes be construed in accordance with and governed by the laws of such State (excluding the laws applicable to conflicts or choice of law). The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Amendment in any jurisdiction.

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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.

 

 

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CONSENT OF GUARANTOR

FIRST POTOMAC REALTY TRUST (the “Guarantor”) has guaranteed the Obligations (as defined in the Credit Agreement) pursuant to that certain Guaranty by the Guarantor in favor of the Lenders and the Agent dated as of July 18, 2011 (the “Guaranty”). By executing this consent, the Guarantor hereby absolutely and unconditionally reaffirms to the Agent and the Lenders that the Guarantor’s Guaranty and the Obligations remain in full force and effect. In addition, the Guarantor hereby acknowledges and consents to the terms and conditions of this Amendment and the Credit Agreement 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).

 

 

[Signature Page to Amendment No. 3 to Term Loan Agreement]

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CONSENT OF SUBSIDIARY GUARANTORS

Each of the Subsidiary Guarantors (as defined in the Credit Agreement) has guaranteed the Obligations (as defined in the Credit Agreement). By executing this consent, each of the Subsidiary Guarantors hereby absolutely and unconditionally reaffirms to the Agent and the Lenders that such Subsidiary Guarantor’s Subsidiary Guaranty and the Obligations remain in full force and effect. In addition, each of the Subsidiary Guarantors hereby acknowledges and consents to the terms and conditions of this Amendment and the Credit Agreement 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).

 

 

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ACCEPTED AND AGREED AS

OF THE 8th DAY OF

FEBRUARY, 2013:

 

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Schedule 1

Borrowers

1. 1400 Cavalier, LLC

2. 1441 Crossways Blvd., LLC

3. 403 & 405 Glenn Drive, LLC

4. 4212 Techcourt, LLC

5. AP Indian Creek, LLC

6. Aquia Two, LLC⁽¹⁾

7. Crossways II LLC

8. Enterprise Center I, LLC

9. FP 1408 Stephanie Way, LLC

10. FP 2550 Ellsmere Avenue, LLC

11. FP 3 Flint Hill, LLC

12. FP 440 1^st Street, LLC

13. FP 500 & 600 HP Way, LLC

14. FP Ammendale Commerce Center, LLC

15. FP Ashburn, LLC

16. FP Atlantic Corporate Park, LLC

17. FP Campostella Road, LLC

18. FP Cronridge Drive, LLC

19. FP Davis Drive Lot 5, LLC

20. FP Diamond Hill, LLC

21. FP Gateway 270, LLC

22. FP Gateway West II, LLC⁽¹⁾

23. FP Girard Business Center, LLC

24. FP Girard Place, LLC

25. FP Greenbrier Circle, LLC

26. FP Greenbrier Towers, LLC

27. FP Gude, LLC

28. FP Gude Manager, LLC

29. FP Hanover AB, LLC

30. FP Navistar Investors, LLC

31. FP Park Central I, LLC

32. FP Park Central II, LLC

33. FP Park Central V, LLC

34. FP Patrick Center, LLC

35. FP Pine Glen, LLC

36. FP Rivers Bend, LLC

37. FP Sterling Park I, LLC

38. FP Sterling Park 6, LLC

39. FP Sterling Park 7, LLC

40. FP Sterling Park Land, LLC

41. FP Triangle, LLC

42. FP West Park, LLC

43. FPR Holdings Limited Partnership

 

Schedule 1 – Page 1

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44. Gateway Hampton Roads, LLC

45. Gateway Manassas II, LLC

46. Glenn Dale Business Center, L.L.C.

47. GTC I Second LLC

48. Herndon Corporate Center, LLC

49. Indian Creek Investors, LLC

50. Interstate Plaza Holding LLC

51. Linden II, LLC

52. Lucas Way Hampton, LLC

53. Norfolk Commerce Park LLC

54. Reston Business Campus, LLC

55. Techcourt, LLC

56. Virginia Center, LLC

57. Windsor at Battlefield, LLC

58. 1434 Crossways Boulevard II, LLC

59. Crossways Associates LLC

60. Kristina Way Investments LLC

61. Newington Terminal LLC

62. Newington Terminal Associates LLC

63. FP One Fair Oaks, LLC

 

(1)	Property is sold but has not been released as a Borrower.

 

Schedule 1 – Page 2

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Schedule 7.1(b)

Capitalization

 

Borrower		Ownership Interest		Preferred Equity and any related documents		Restrictions or other Agreements or Interests
First Potomac Realty Trust		Common stock shares listed on New York Stock Exchange		7.75% Series A Cumulative Redeemable Perpetual Preferred Shares		N/A
First Potomac Realty Investment Limited Partnership		First Potomac Realty Trust—aggregate general partnership and limited partnership interests in excess of 95%; other limited partners as listed on attached Exhibit A		None		None
1400 Cavalier, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
1441 Crossways Blvd., LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
403 & 405 Glenn Drive, LLC		First Potomac Realty Investment Limited Partnership—99% limited liability company interest; 1% 403 & 405 Glenn Drive Manager, LLC		None		None
4212 Techcourt, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
AP Indian Creek, LLC		FP Indian Creek, LLC—100% limited liability company interest		None		None
Aquia Two, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
Crossways II LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
Enterprise Center I, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None

 

Schedule 7.1(b) – Page 1

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FP 1408 Stephanie Way, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP 2550 Ellsmere Avenue, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP 3 Flint Hill, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP 440 1st Street, LLC		First Potomac DC Holdings, LLC – 99.9% limited liability company interest; First Potomac TRS Holdings, Inc. – 0.1% limited liability company interest		None		None
FP 500 & 600 HP Way, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Ammendale Commerce Center,LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Ashburn, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Atlantic Corporate Park, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Campostella Road, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Cronridge Drive, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Davis Drive Lot 5, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Diamond Hill, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Gateway 270, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None

 

Schedule 7.1(b) – Page 2

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FP Gateway West II, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Girard Business Center, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Girard Place, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Greenbrier Circle, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Greenbrier Towers, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Gude, LLC		First Potomac Realty Investment Limited Partnership—99% limited liability company interest; 1% FP Gude Manager, LLC		None		None
FP Gude Manager, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Hanover AB, LLC		FPR Holdings Limited Partnership – 100% limited liability company interest		None		None
FP Park Central I, LLC		First Potomac Realty Investment Limited Partnership – 100% limited liability company interest		None		None
FP Navistar Investors, LLC		First Potomac Realty Investment Limited Partnership – 99% limited liability company interest; 1% FP Navistar Manager, LLC		None		None
FP Park Central II, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Park Central V, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Patrick Center, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Pine Glen, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None

 

Schedule 7.1(b) – Page 3

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FP Rivers Bend, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Sterling Park I, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Sterling Park 6, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Sterling Park 7, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Sterling Park Land, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP Triangle, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FP West Park, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
FPR Holdings Limited Partnership		First Potomac Realty Investment Limited Partnership—99% limited partnership interest		None		None
		FPR General Partner—1% limited partnership interest
Gateway Hampton Roads, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Gateway Manassas II, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Glenn Dale Business Center, L.L.C.		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
GTC I Second LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Herndon Corporate Center, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Indian Creek Investors, LLC		FP Indian Creek, LLC—100% limited liability company interest		None		None

 

Schedule 7.1(b) – Page 4

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Interstate Plaza Holding LLC		Interstate Plaza Operating LLC—100% limited liability company interest		None		None
Linden II, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Lucas Way Hampton, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Norfolk Commerce Park LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Reston Business Campus, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Techcourt, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Virginia Center, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Windsor at Battlefield, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
1434 Crossways Boulevard II, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Crossways Associates LLC		Kristina Way Investments, LLC—100% limited liability company interest		None		None
Kristina Way Investments LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Newington Terminal LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None
Newington Terminal Associates LLC		Newington Terminal LLC—100% limited liability company interest		None		None
FP One Fair Oaks, LLC		First Potomac Realty Investment Limited Partnership—100% limited liability company interest		None		None

 

Schedule 7.1(b) – Page 5

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Schedule 7.3(c)

Partially-Owned Entities

 

Name and Type of Entity		% Interest Owned by Borrower				Capacity in which Borrower holds the interest		Borrower’s ownership interest therein
FP CPT 1750 Holdings, LLC			49.5	%		Operating Member		Indirect
VIF/FP Aviation Blvd Holdings, LLC			49.5	%		Operating Member		Indirect
FP VIF I/ Rivers Park I, LLC			25	%		Operating Member		Direct
FP VIF II/ Rivers Park II, LLC			25	%		Operating Member		Direct
Prosperity Metro Plaza of Virginia, LLC			51	%		Operating Member		Indirect
FP-Perseus/53-713, LLC			96.03	%		Operating Member		Indirect
FP Redland Technology Center LP			90	%		Operating Member		Indirect

 

Schedule 7.3(c) – Page 1

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Schedule 7.3(d)

Eligible Unencumbered Properties in the Unencumbered Pool

 

Borrower/Owner		Property Name		Address		City		County		State
1400 Cavalier, LLC		Bay Warehouses		1400 Cavalier Blvd. & 3732 Cook Blvd.		Chesapeake		Chesapeake		VA
1441 Crossways Blvd., LLC		Crossways I		1441 Crossways Blvd.		Chesapeake		Chesapeake		VA
403 & 405 Glenn Drive, LLC		Glenn Drive		403 & 405 Glenn Drive		Sterling		Loudoun		VA
4212 Techcourt, LLC		Techcourt		4212 Technology Court		Chantilly		Fairfax		VA
AP Indian Creek, LLC & Indian Creek Investors, LLC		Indian Creek		12000, 12001, 12040, and 12051 Indian Creek Court		Beltsville		Prince George’s		MD
Crossways II LLC		Crossways II		1400 Crossways Blvd		Chesapeake		Chesapeake		VA
Enterprise Center I, LLC		Enterprise Center		15100 & 15120 Enterprise Center Court, 4100 & 4120 Lafayette Center Drive		Chantilly		Fairfax		VA
FP 1408 Stephanie Way, LLC		Stephanie Way		1408 Stephanie Way		Chesapeake		Chesapeake		VA
FP 2550 Ellsmere Avenue, LLC0		Gateway II		2550 Ellsmere Avenue		Norfolk		Norfolk		VA
FP 3 Flint Hill, LLC		Three Flint Hill		3201 Jermantown Road		Fairfax		Fairfax		VA
FP 440 1st Street, LLC		440 First Street		440 First Street NW		Washington		DC		DC
FP 500 & 600 HP Way, LLC		River’s Bend Center II		500 & 600 HP Way		Chester		Chester		VA
FP Ammendale Commerce Center, LLC		Ammendale Commerce Center		6435 & 6500 Virginia Manor Road, 12201 Indian Creek Court		Beltsville		Prince George’s		MD
FP Ashburn, LLC		Ashburn Center		21625, 21631 & 21635 Red Rum Drive		Ashburn		Loudoun		VA
FP Atlantic Corporate Park, LLC		Atlantic Corporate Center		46500, 46510 Woodland Road		Sterling		Loudoun		VA
FP Campostella Road, LLC		Diamond Hill Distribution Center		1910 & 1920 Campostella Road, 2115 Portlock Road		Chesapeake		Chesapeake		VA
FP Cronridge Drive, LLC		Owings Mills Commerce Center		11460 & 11500 Cronridge Drive		Owings Mills		Baltimore		MD
FP Davis Drive Lot 5, LLC		Davis Drive		22446 Davis Drive		Sterling		Loudoun		VA
FP Diamond Hill, LLC		Diamond Hill Distribution Center		1960 Diamond Hill Road		Chesapeake		Chesapeake		VA
FP Gateway 270, LLC		Gateway Center I-270		22516, 22520, 22530, 22600, 22610 and 22616 Gateway Center Drive		Clarksburg		Montgomery		MD
FP Girard Business Center, LLC		Girard Business Center		200, 220 Girard Street, 504 East Diamond Avenue		Gaithersburg		Montgomery		MD
FP Girard Place, LLC		Girard Place		602,620,630,640 East Diamond Ave		Gaithersburg		Montgomery		MD

 

Schedule 7.3(d) – Page 1

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FP Greenbrier Circle, LLC		Greenbrier Circle Corporate Center		825 Greenbrier Circle & 1801 Sara Drive		Chesapeake		Chesapeake		VA
FP Greenbrier Towers, LLC		Greenbrier Towers		860, 870 Greenbrier Circle		Chesapeake		Chesapeake		VA
FP Gude, LLC		Campus at Metro Park North		400 E Gude Drive, 7300 7301, 7362 Calhoun Place		Rockville		Montgomery		MD
FP Hanover AB, LLC		Hanover Business Center		306 Ashcake Road & 340 Hill Carter Parkway		Ashland		Hanover		VA
FP Navistar Investors, LLC		Navistar		4612 Navistar Drive		Frederick		Frederick		MD
FP Park Central I, LLC		Park Central I		8701 Park Central Drive		Richmond		Henrico		VA
FP Park Central II, LLC		Park Central II		8751 Park Central Drive		Richmond		Henrico		VA
FP Park Central V, LLC		Park Central V		8801 Park Central Drive		Richmond		Henrico		VA
FP Patrick Center, LLC		Patrick Center		30 West Patrick Street		Frederick		Frederick		MD
FP Pine Glen, LLC		Pine Glen		7500—7516 Whitepine Road		Richmond		Henrico		VA
FP Rivers Bend, LLC		River’s Bend Center (1-4)		12730 & 13001 Kingston Avenue & 701 & 801 Liberty Way		Chester		Chester		VA
FP Sterling Park I, LLC		Sterling Park Business Center		22560 Glenn Drive & 22455 Davis Drive		Sterling		Loudoun		VA
FP Sterling Park 6, LLC		Sterling Park Business Center Lot 6		22400 Davis Drive		Sterling		Loudoun		VA
FP Sterling Park 7, LLC		Sterling Park Business Center Lot 7		22370 Davis Drive		Sterling		Loudoun		VA
FP Sterling Park Land, LLC		Sterling Park Land		Parcel 51, Lot, 2-A, 3-A, & 8		Sterling		Loudoun		VA
FP Triangle, LLC		Triangle Business Center		1500,1502,1504 & 1506 Joh Avenue		Baltimore		Baltimore		MD
FP West Park, LLC		West Park		10 North Jefferson Street		Frederick		Frederick		MD
FPR Holdings Limited Partnership		Culpeper		13129 Airpark Drive		Elkwood		Culpeper		VA
Gateway Hampton Roads, LLC		Enterprise Parkway		2000 Enterprise Parkway		Hampton		Hampton		VA
Gateway Manassas II, LLC		Gateway Center Manassas II		7201 & 7301 Gateway Court		Manassas		Prince William		VA
Glenn Dale Business Center, LLC		Glenn Dale Business Center		7100 Holladay Tyler Road		Glenn Dale		Prince George’s		MD
GTC I Second LLC		Greenbrier Technology Center I		814 Greenbrier Circle		Chesapeake		Chesapeake		VA
Herndon Corporate Center, LLC		Herndon Corporate Ceneter		1145-1175 Herndon Parkway		Herndon		Fairfax		VA
Interstate Plaza Holding LLC		Interstate Plaza		5775 General Washington Drive		Alexandria		Alexandria		VA
Linden II, LLC		Linden Business Center		7795 Coppermine Drive		Manassas		Prince William		VA
Lucas Way Hampton, LLC		Lucas Way		1000 Lucas Way & 514 Butler Farm Road		Hampton		Hampton		VA

 

Schedule 7.3(d) – Page 2

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Norfolk Commerce Park LLC		Norfolk Commerce Park II		5301 Robin Hood Road		Norfolk		Norfolk		VA
Reston Business Campus, LLC		Reston Business Campus		12320, 12330, 12340 & 12350 Pinecrest Road		Reston		Fairfax		VA
Techcourt, LLC		Techcourt 4200		4200 Technology Court		Chantilly		Fairfax		VA
Virginia Center, LLC		Virginia Center Technology I		1001-1063 Technology Park Drive		Glen Allen		Henrico		VA
Windsor at Battlefield, LLC		Windsor @ Battlefield		10110 Battlefield Pkwy, Suites 100-150, 200-220 & 10002 Battlefield Pkwy		Manassas		Prince William		VA
1434 Crossways Boulevard II, LLC		1434 Crossways Building II		1434 Crossways Blvd (Parcel 6C-2A)		Chesapeake		Chesapeake		VA
Crossways Associates LLC		Crossways Commerce Center		1545 Crossways Blvd., 1501 Crossways Blvd. & 1449 Kristina Way, 1430 Kristina Way		Chesapeake		Chesapeake		VA
Newington Terminal LLC		Newington		8532-8540 Terminal Road		Lorton		Fairfax		VA
FP One Fair Oaks, LLC		One Fair Oaks		4114 Legato Road		Fairfax		Fairfax		VA

 

Schedule 7.3(d) – Page 3

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Schedule 7.13

Legal Name; Jurisdiction

First Potomac Realty Trust, a Maryland real estate investment trust

First Potomac Realty Investment Limited Partnership, a Delaware limited partnership

1400 Cavalier, LLC, a Delaware limited liability company

1441 Crossways Blvd., LLC, a Virginia limited liability company

403 & 405 Glenn Drive, LLC, a Virginia limited liability company

4212 Techcourt, LLC, a Virginia limited liability company

AP Indian Creek, LLC, a Delaware limited liability company

Aquia Two, LLC, a Delaware limited liability company

Crossways II LLC, a Delaware limited liability company

Enterprise Center I, LLC, a Delaware limited liability company

FP 1408 Stephanie Way, LLC, a Virginia limited liability company

FP 2550 Ellsmere Avenue, LLC, a Virginia limited liability company

FP 3 Flint Hill, LLC, a Virginia limited liability company

FP 440 1^st Street, LLC, a Delaware limited liability company

FP 500 & 600 HP Way, LLC, a Virginia limited liability company

FP Ammendale Commerce Center, LLC, a Maryland limited liability company

FP Ashburn, LLC, a Virginia limited liability company

FP Atlantic Corporate Park, LLC, a Virginia limited liability company

FP Campostella Road, LLC, a Delaware limited liability company

FP Cronridge Drive, LLC, a Maryland limited liability company

FP Davis Drive Lot 5, LLC, a Virginia limited liability company

FP Diamond Hill, LLC, a Delaware limited liability company

FP Gateway 270, LLC, a New Jersey limited liability company

FP Gateway West II, LLC, a Maryland limited liability company

FP Girard Business Center, LLC, a Maryland limited liability company

FP Girard Place, LLC, a Maryland limited liability company

FP Greenbrier Circle, LLC, a Virginia limited liability company

FP Greenbrier Towers, LLC, a Virginia limited liability company

FP Gude, LLC, a Maryland limited liability company

FP Gude Manager, LLC, a Delaware limited liability company

FP Hanover AB, LLC, a Virginia limited liability company

FP Navistar Investors, LLC, a Maryland limited liability company

FP Park Central I, LLC, a Virginia limited liability company

FP Park Central II, LLC, a Virginia limited liability company

FP Park Central V, LLC, a Virginia limited liability company

FP Patrick Center, LLC, a Maryland limited liability company

 

Schedule 7.13 – Page 1

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FP Pine Glen, LLC, a Virginia limited liability company

FP Redland Technology Center LP, a Delaware limited partnership

FP Rivers Bend, LLC, a Virginia limited liability company

FP Sterling Park I, LLC, a Virginia limited liability company

FP Sterling Park 6, LLC, a Virginia limited liability company

FP Sterling Park 7, LLC, a Virginia limited liability company

FP Sterling Park Land, LLC, a Virginia limited liability company

FP Triangle, LLC, a Maryland limited liability company

FP West Park, LLC, a Maryland limited liability company

FPR Holdings Limited Partnership, a Delaware limited partnership

Gateway Hampton Roads, LLC, a Virginia limited liability company

Gateway Manassas II, LLC, a Delaware limited liability company

Glenn Dale Business Center, L.L.C., a Maryland limited liability company

GTC I Second LLC, a Virginia limited liability company

Herndon Corporate Center, LLC, a Delaware limited liability company

Indian Creek Investors, LLC, Maryland limited liability company

Interstate Plaza Holding LLC, a Delaware limited liability company

Linden II, LLC, a Delaware limited liability company

Lucas Way Hampton, LLC, a Virginia limited liability company

Norfolk Commerce Park I, LLC, a Delaware limited liability company

Reston Business Campus, LLC, a Delaware limited liability company

Techcourt, LLC, a Virginia limited liability company

Virginia Center, LLC, a Delaware limited liability company

Windsor at Battlefield, LLC, a Virginia limited liability company

1434 Crossways Boulevard II, LLC, a Delaware limited liability company

Crossways Associates LLC, a Delaware limited liability company

Kristina Way Investments LLC, a Delaware limited liability company

Newington Terminal LLC, a Delaware limited liability company

Newington Terminal Associates LLC, a Delaware limited liability company

FP One Fair Oaks, LLC, a Delaware limited liability company

 

Schedule 7.13 – Page 2

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Schedule 7.19

Subsidiaries

 

NAME OF ENTITY		TAX ID/EIN
1328 CAVALIER, LLC			52-2057842
1400 CAVALIER, LLC			52-2057842
1434 CROSSWAYS BOULEVARD I, LLC			52-2057842
1434 CROSSWAYS BOULEVARD II, LLC			52-2057842
1441 CROSSWAYS BLVD., LLC			52-2057842
15395 JOHN MARSHALL HIGHWAY, LLC			52-2057842
351 PATRICK STREET, LLC			52-2057842
403 & 405 GLENN DRIVE MANAGER, LLC			52-2057842
403 & 405 GLENN DRIVE, LLC			52-2057842
4212 TECHCOURT, LLC			52-2057842
ACP EAST LLC			52-2057842
ACP EAST FINANCE, LLC			52-2057842
AIRPARK PLACE HOLDINGS, LLC			52-2057842
AIRPARK PLACE, LLC			52-2057842
AP INDIAN CREEK, LLC			52-2057842
AQUIA ONE, LLC			52-2057842
AQUIA TWO, LLC			52-2057842
BREN MAR HOLDINGS, LLC			52-2057842
BREN MAR, LLC			52-2057842
COLUMBIA HOLDING ASSOCIATES LLC			52-2057842
CROSSWAYS ASSOCIATES LLC			52-2057842
CROSSWAYS II LLC			52-2057842
CROSSWAYS LAND, LLC			52-2057842
ENTERPRISE CENTER I, LLC			52-2057842
ENTERPRISE CENTER MANAGER, LLC			52-2057842
EON GROUP, LLC			26-1847361
EON GROUP, LTD			98-0591583
FIRST POTOMAC DC 500 MANAGEMENT LLC			27-3075158
FIRST POTOMAC DC HOLDINGS, LLC			27-3075027
FIRST POTOMAC DC MANAGEMENT LLC			27-4110098
FIRST POTOMAC MANAGEMENT LLC			52-2057842
FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP			52-2057842
FIRST POTOMAC REALTY TRUST			37-1470730

 

Schedule 7.19 – Page 1

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FIRST POTOMAC TRS HOLDINGS, INC.			20-4033770
FIRST RUMSEY LLC			52-2057842
FIRST SNOWDEN LLC			52-2057842
FP 1211 CONNECTICUT AVENUE, LLC			27-4080392
FP 1408 STEPHANIE WAY, LLC			52-2057842
FP 2550 ELLSMERE AVENUE, LLC			52-2057842
FP 2719 DORR AVENUE, LLC			52-2057842
FP 3 FLINT HILL, LLC			52-2057842
FP 440 1st STREET, LLC			27-4273427
FP 51 LOUSIANA AVENUE, LLC			54-1631747
FP 500 & 600 HP WAY, LLC			52-2057842
FP 500 FIRST STREET REIT GP, LLC			27-3075347
FP 500 FIRST STREET, LLC			26-2553938
FP 535 INDEPENDENCE PARKWAY, LLC			52-2057842
FP 601 MEADOWVILLE RD, LLC			52-2057842
FP 6310 HILLSIDE CENTER, LLC			52-2057842
FP 6310 HILLSIDE CENTER BORROWER, LLC			52-2057842
FP 6310 HILLSIDE CENTER SPE MEMBER, LLC			52-2057842
FP 6315 HILLSIDE CENTER, LLC			52-2057842
FP 6315 HILLSIDE CENTER BORROWER, LLC			52-2057842
FP 6315 HILLSIDE CENTER SPE MEMBER, LLC			52-2057842
FP 7501 WHITEPINE ROAD, LLC			52-2057842
FP 840 FIRST STREET HOLDINGS, LLC			45-4117507
FP 840 FIRST STREET, LLC			27-4330837
FP 950 F STREET, LLC			27-4281956
FP AIRPARK AB, LLC			52-2057842
FP AMMENDALE COMMERCE CENTER,LLC			52-2057842
FP ASHBURN, LLC			52-2057842
FP ATLANTIC CORPORATE PARK, LLC			52-2057842
FP CAMPOSTELLA ROAD, LLC			52-2057842
FP CANDLEWOOD, LLC			52-2057842
FP CANDLEWOOD BORROWER, LLC			52-2057842
FP CHESTERFIELD ABEF, LLC			52-2057842
FP CHESTERFIELD CDGH, LLC			52-2057842
FP CLOVERLEAF INVESTOR, LLC			52-2057842
FP CLOVERLEAF, LLC			52-2057842
FP-COAKLEY 2719 DORR AVENUE, LLC			52-2057842

 

Schedule 7.19 – Page 2

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FP CRONRIDGE DRIVE, LLC			52-2057842
FP DAVIS DRIVE LOT 5, LLC			52-2057842
FP DIAMOND HILL, LLC			52-2057842
FP GALLOWS ROAD, LLC			52-2057842
FP GATEWAY 270, LLC			52-2057842
FP GATEWAY CENTER, LLC			52-2057842
FP GATEWAY WEST II, LLC			52-2057842
FP GIRARD BUSINESS CENTER, LLC			52-2057842
FP GIRARD PLACE, LLC			52-2057842
FP GOLDENROD LANE, LLC			52-2057842
FP GREENBRIER CIRCLE, LLC			52-2057842
FP GREENBRIER TOWERS, LLC			52-2057842
FP GUDE MANAGER, LLC			52-2057842
FP GUDE, LLC			52-2057842
FP HANOVER AB, LLC			52-2057842
FP HANOVER C, LLC			52-2057842
FP HANOVER D, LLC			52-2057842
FP INDIAN CREEK, LLC			52-2057842
FP METRO PLACE, LLC			52-2057842
FP NAVISTAR INVESTORS, LLC			52-2057842
FP NAVISTAR MANAGER, LLC			52-2057842
FP NORTHRIDGE, LLC			52-2057842
FP ONE FAIR OAKS, LLC			52-2057842
FP PARK CENTRAL I, LLC			52-2057842
FP PARK CENTRAL II, LLC			52-2057842
FP PARK CENTRAL V, LLC			52-2057842
FP PATRICK CENTER, LLC			52-2057842
FP PATUXENT PARKWAY, LLC			52-2057842
FP PINE GLEN, LLC			52-2057842
FP PROPERTIES II, LLC			91-1893498
FP PROPERTIES, LLC			84-1417951
FP PROSPERITY, LLC			52-2057842
FP REALTY INVESTMENT MANAGER, LLC			52-2057842
FP RIVER’S BEND LAND, LLC			52-2057842
FP RIVERS BEND, LLC			52-2057842
FP STERLING PARK 6, LLC			52-2057842
FP STERLING PARK 7, LLC			52-2057842
FP STERLING PARK I, LLC			52-2057842
FP STERLING PARK LAND, LLC			52-2057842
FP TRIANGLE, LLC			52-2057842
FP VAN BUREN, LLC			52-2057842

 

Schedule 7.19 – Page 3

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FP WEST PARK, LLC			52-2057842
FPR GENERAL PARTNER, LLC			52-2057842
FPR HOLDINGS LIMITED PARTNERSHIP			52-2057842
GATEWAY HAMPTON ROADS, LLC			52-2057842
GATEWAY MANASSAS I, LLC			52-2057842
GATEWAY MANASSAS II, LLC			52-2057842
GLENN DALE BUSINESS CENTER, L.L.C.			52-2057842
GREENBRIER HOLDING ASSOCIATES LLC			52-2057842
GREENBRIER LAND, LLC			52-2057842
GREENBRIER/NORFOLK HOLDING LLC			52-2057842
GREENBRIER/NORFOLK INVESTMENT LLC			52-2057842
GTC I SECOND LLC			52-2057842
GTC II FIRST LLC			52-2057842
HERNDON CORPORATE CENTER, LLC			52-2057842
INDIAN CREEK INVESTORS, LLC			52-2057842
INTERSTATE PLAZA HOLDING LLC			52-2057842
INTERSTATE PLAZA OPERATING LLC			52-2057842
KRISTINA WAY INVESTMENTS LLC			52-2057842
LANDOVER OWINGS MILLS, LLC			52-2057842
LINDEN I MANAGER, LLC			52-2057842
LINDEN I, LLC			52-2057842
LINDEN II, LLC			52-2057842
LINDEN III, LLC			52-2057842
LUCAS WAY HAMPTON, LLC			52-2057842
NEWINGTON TERMINAL ASSOCIATES, LLC			52-2057842
NEWINGTON TERMINAL LLC			52-2057842
NORFOLK COMMERCE PARK LLC			52-2057842
NORFOLK FIRST LLC			52-2057842
NORFOLK LAND, LLC			52-2057842
PLAZA 500, LLC			52-2057842
RESTON BUSINESS CAMPUS, LLC			52-2057842
RIVERS BEND BUSINESS CENTER ASSOCIATION, INC			54-1682730
RUMSEY FIRST LLC			52-2057842
RUMSEY/SNOWDEN HOLDING LLC			52-2057842
RUMSEY/SNOWDEN INVESTMENT LLC			52-2057842
SNOWDEN FIRST LLC			52-2057842
TECHCOURT, LLC			52-2057842
VEF 500 FIRST REIT L.P.			26-2466039
VIRGINIA CENTER, LLC			52-2057842
VIRGINIA FP VIRGINIA CENTER, LLC			52-2057842

 

Schedule 7.19 – Page 4

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WINDSOR AT BATTLEFIELD, LLC			52-2057842
1200 17TH STREET LENDER, LLC
1200 17TH STREET INVESTORS, LLC			45-2521487
FP VIF II/ RIVERS PARK I, LLC			80-0266532
FP VIF II/ RIVERS PARK II, LLC			80-0266544
FP CPT 1750 HOLDINGS, LLC			27-3776863
FP CPT 1750 H STREET, LLC			27-3776863
FP REDLAND, LLC			52-2057842
FP REDLAND GP, LLC			52-2057842
FP REDLAND TECHNOLOGY CENTER LP			20-8781872
6960 AVIATION BLVD,OWNER, LLC			27-4436410
6960 AVIATION BLVD,BORROWER, LLC			27-4436410
FP AVIATION BLVD.,LLC			27-4436410
FP AVIATION HOLDINGS,LLC			52-2057842
VIF II/FP AVIATION BLVD HOLDINGS			27-4436410
FP-PERSEUS 53-713, LLC			45-2447294
FP-PERSEUS LENDER, LLC			45-2447294
PROSPERITY METRO PLAZA OF VIRGINIA, LLC			20-1978048

 

Schedule 7.19 – Page 5

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Schedule 10.4

Industrial Portfolio

 

		Property		Region		Property Owner		Ownership of Property Owner
1		Georgia Pacific		MD		FP Properties, LLC		First Potomac Realty Investment Limited Partnership (“FPLP”) is the sole member of the Property Owner
2		Navistar		MD		FP Navistar Investors, LLC		FPLP (99%), FP Navistar Manager, LLC (1%; FPLP is the sole member of FP Navistar Manager, LLC)
3		English Muffin		MD		FP Properties, LLC		FPLP is the sole member of the Property Owner
4		Glenn Dale		MD		Glenn Dale Business Center, L.L.C.		FPLP is the sole member of the Property Owner
5		Candlewood		MD		FP Candlewood, LLC		FPLP is the sole member of the Property Owner
6		Culpeper		NOVA		FPR Holdings Limited Partnership		FPLP (99%), FPR General Partner, LLC (1%; FPLP is the sole member of FPR General Partner, LLC)
7		John Marshall		NOVA		15395 John Marshall Highway, LLC		FPLP is the sole member of the Property Owner
8		Interstate Plaza		NOVA		Interstate Plaza Holding LLC		Interstate Plaza Operating LLC (FPLP is the sole member of Interstate Plaza Operating LLC)
9		Northridge		SOVA		FP Northridge, LLC		FPLP is the sole member of the Property Owner
10		Rivers Bend Center		SOVA		FP Rivers Bend, LLC		FPLP is the sole member of the Property Owner
11		Rivers Bend Center II		SOVA		FP 500 & 600 HP Way, LLC		FPLP is the sole member of the Property Owner
12		Cavalier		SOVA		1400 Cavalier, LLC		FPLP is the sole member of the Property Owner
13		Diamond Hill		SOVA		FP Diamond Hill, LLC		FPLP is the sole member of the Property Owner
14		Enterprise Parkway		SOVA		Gateway Hampton Roads, LLC		FPLP is the sole member of the Property Owner
15		Lucas Way		SOVA		Lucas Way Hampton, LLC		FPLP is the sole member of the Property Owner

 

Schedule 10.4 – Page 1