SECURED TERM LOAN AGREEMENT among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP and KEYBANK NATIONAL ASSOCIATION, and OTHER LENDERS WHICH MAY BECOME PARTIES TO THIS AGREEMENT and KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT with KEYBANC CAPITAL MARKETS, AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER Dated as of August 7, 2007

Exhibit 10.1

SECURED TERM LOAN AGREEMENT

among

FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

and

KEYBANK NATIONAL ASSOCIATION,

and

OTHER LENDERS WHICH MAY BECOME PARTIES TO THIS AGREEMENT

and

KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT

with

KEYBANC CAPITAL MARKETS,
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER

Dated as of August 7, 2007

TABLE OF CONTENTS

§1. DEFINITIONS AND RULES OF INTERPRETATION			1
§1.1. Definitions			1
§1.2. Rules of Interpretation			22
§2. THE TERM LOAN			23
§2.1. Commitment to Lend			23
§2.2. The Term Notes			23
§2.3. Interest on the Term Loan; Fees			23
§2.4. Request for the Term Loan			25
§2.5. Conversion Options			26
§2.6. [Reserved]			27
§2.7. [Reserved]			27
§2.8. Increase in Total Commitment			27
§2.9. Extension of Term Loan Maturity Date			27
§3. REPAYMENT OF THE TERM LOAN			28
§3.1. Maturity			28
§3.2. Optional Repayments of the Term Loan			28
§4. CERTAIN GENERAL PROVISIONS			28
§4.1. Funds for Payments			28
§4.2. Computations			29

§4.3. Inability to Determine Libor Rate			29
§4.4. Illegality			30
§4.5. Additional Costs, Etc.			30
§4.6. Capital Adequacy			31
§4.7. Certificate; Limitations			32
§4.8. Indemnity			32
§4.9. Interest on Overdue Amounts; Late Charge			32
§5. COLLATERAL			33
§5.1. Security Interests			33
§5.2. Pledged Equity Properties; Pledged Distributions Properties			33
§6. RECOURSE OBLIGATIONS; JOINT AND SEVERAL LIABILITY			33
§7. REPRESENTATIONS AND WARRANTIES			33
§7.1. Authority, Etc.			33
§7.2. Governmental Approvals			36
§7.3. Title to Properties; Leases			36
§7.4. Financial Statements			37
§7.5. No Material Changes, Etc.			37
§7.6. Franchises, Patents, Copyrights, Etc.			37
§7.7. Litigation			38
§7.8. No Materially Adverse Contracts, Etc.			38
§7.9. Compliance With Other Instruments, Laws, Etc.			38
§7.10 . Tax Status			38
§7.11 No Event of Default			39

§7.12. Investment Company Acts			39
§7.13. Name; Jurisdiction of Organization; Absence of UCC Financing Statements, Etc.			39
§7.14. Absence of Liens			39
§7.15. Certain Transactions			39
§7.16. Employee Benefit Plans; Multiemployer Plans; Guaranteed Pension Plans			40
§7.17. Regulations U and X			40
§7.18. Environmental Compliance			40
§7.19. Subsidiaries			42
§7.20. Loan Documents			42
§7.21. REIT Status			42
§7.22. Anti-Terrorism Regulations			42
§8. AFFIRMATIVE COVENANTS OF THE BORROWER			43
§8.1. Punctual Payment			43
§8.2. Maintenance of Office; Jurisdiction of Organization, Etc.			43
§8.3. Records and Accounts			44
§8.4. Financial Statements, Certificates and Information			44
§8.5. Notices			46
§8.6. Existence of Borrower; Maintenance of Properties			48
§8.7. Existence of the Trust; Maintenance of REIT Status of the Trust; Maintenance of Properties			49
§8.8. Insurance			49
§8.9. Taxes			49
§8.10. Inspection of Properties and Books			50

§8.11. Compliance with Laws, Contracts, Licenses, and Permits			51
§8.12. Use of Proceeds			52
§8.13. Additional Borrower; Solvency of Borrower; Removal of Borrower; Addition of Real Estate Asset to Unencumbered Pool			52
§8.14. Further Assurances			53
§8.15. Interest Rate Protection			54
§8.16. Environmental Indemnification			54
§8.17. Response Actions			54
§8.18. Environmental Assessments			55
§8.19. Employee Benefit Plans			55
§8.20. No Amendments to Certain Documents			56
§9. CERTAIN NEGATIVE COVENANTS OF THE BORROWER			56
§9.1. Restrictions on Indebtedness			56
§9.2. Restrictions on Liens, Etc.			58
§9.3. Restrictions on Investments			60
§9.4. Merger, Consolidation and Disposition of Assets; Assets of the Trust			61
§9.5. Compliance with Environmental Laws			62
§9.6. Distributions			62
§9.7. Government Regulation			63
§10. FINANCIAL COVENANTS; COVENANTS REGARDING ELIGIBLE BORROWING BASE PROPERTIES			63
§10.1. Consolidated Total Leverage Ratio			63
§10.2. [Reserved.]			63
§10.3. Fixed Charge Coverage Ratio			63

§10.4. Net Worth			64
§10.5. Borrowing Base Pool Leverage			64
§10.6. Borrowing Base Pool Debt Service Coverage Ratio			64
§10.7. Occupancy			64
§11. RESERVED			64
§12. CONDITIONS TO THE FIRST ADVANCE			64
§12.1. Loan Documents			64
§12.2. Certified Copies of Organization Documents			65
§12.3. By-laws; Resolutions			65
§12.4. Incumbency Certificate: Authorized Signers			65
§12.5. Opinion of Counsel Concerning Organization and Loan Documents			65
§12.6. Guarantees			66
§12.7. Financial Analysis of Eligible Borrowing Base Properties; Diligence on Eligible Borrowing Base Properties			66
§12.8. Inspection of Eligible Borrowing Base Properties			66
§12.9. Certifications from Government Officials; UCC-11 Reports			66
§12.10. Proceedings and Documents			66
§12.11. Fees			66
§12.12. Closing Certificate			66
§12.13. Other Matters			67
§13. [RESERVED]			67
§14. EVENTS OF DEFAULT; ACCELERATION; ETC.			67
§14.1. Events of Default and Acceleration			67

§14.2. Default under Property Level Debt			71
§14.3. Remedies			71
15. SECURITY INTEREST AND SET-OFF			72
15.1 Security Interest			72
15.2 Set-Off and Debit			72
15.3 Right to Freeze			73
15.4 Additional Rights			73
§16. THE AGENT			73
§16.1. Authorization			73
§16.2. Employees and Agents			74
§16.3. No Liability			74
§16.4. No Representations			74
§16.5. Payments			75
§16.6. Holders of Notes			76
§16.7. Indemnity			76
§16.8. Agent as Lender			76
§16.9. Notification of Defaults and Events of Default			76
§16.10. Duties in Case of Enforcement			77
§16.11. Successor Agent			77
§16.12. Notices			78
§17. EXPENSES			78
§18. INDEMNIFICATION			79

§19. SURVIVAL OF COVENANTS, ETC.			80
§20. ASSIGNMENT; PARTICIPATIONS; ETC.			80
§20.1. Conditions to Assignment by Lenders.			80
§20.2. Certain Representations and Warranties; Limitations; Covenants			81
§20.3. Register			81
§20.4. New Notes			82
§20.5. Participations			82
§20.6. Pledge by Lender			83
§20.7. No Assignment by Borrower			83
§20.8. Disclosure			83
§20.9. Syndication			83
§21. NOTICES, ETC.			83
§22. FPLP AS AGENT FOR THE SUBSIDIARY GUARANTORS			86
§23. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE			86
§24. HEADINGS			87
§25. COUNTERPARTS			87
§26. ENTIRE AGREEMENT, ETC.			87
§27. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS			87
§28. CONSENTS, AMENDMENTS, WAIVERS, ETC.			88
§29. SEVERABILITY			89
§30. INTEREST RATE LIMITATION			89
§31. USA PATRIOT ACT NOTIFICATION			90

     Exhibits to Secured Term Loan Agreement

Exhibit A – Form of Term Note

Exhibit B – Form of Completed Loan Request

Exhibit C – Forms of Compliance Certificates

Exhibit D – Form of Assignment and Assumption

Exhibit E – Form of Joinder Agreement

Schedules to Secured Term Loan Agreement

Schedule 1		Subsidiary Guarantors
Schedule 1A		Borrowing Base Pool
Schedule 2		Lender’s Commitments
Schedule 7.1(b)		Capitalization
Schedule 7.3		Partially-Owned Entities
Schedule 7.7		Litigation
Schedule 7.13		Legal Name; Jurisdiction
Schedule 7.15		Affiliate Transactions
Schedule 7.16		Employee Benefit Plans
Schedule 7.19		Subsidiaries
Schedule 8.19		Employee Benefit Plans
Schedule 9.1(g)		Contingent Liabilities

SECURED TERM LOAN AGREEMENT

     This SECURED TERM LOAN AGREEMENT is made as of the 7^th day of August, 2007, by and among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower” or “FPLP”), having its principal place of business at 7600 Wisconsin Avenue, 11^th Floor, Bethesda, Maryland 20814; KEYBANK NATIONAL ASSOCIATION (“KeyBank”), having a principal place of business at 127 Public Square, Cleveland, Ohio 44114 and the other lending institutions which are as of the date hereof or may become parties hereto pursuant to §20 (individually, a “Lender” and collectively, the “Lenders”); and KEYBANK, as administrative agent for itself and each other Lender (the “Agent”); and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager.

RECITALS

     A. The Borrower is primarily engaged in the business of owning, acquiring, developing, renovating and operating office, industrial and so-called flex properties in the Mid-Atlantic region of the United States.

     B. First Potomac Realty Trust, a Maryland real estate investment trust (the “Trust”), is the sole general partner of FPLP, holds in excess of 80% of the partnership interests in FPLP as of the date of this Agreement, and is qualified to elect REIT status for income tax purposes and has agreed to guaranty the obligations of the Borrower hereunder and under the other Loan Documents (as defined below).

     C. The Borrower and the Trust have requested, and the Lenders have agreed to establish, a senior secured term loan in favor of the Borrower pursuant to the terms and conditions hereof.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree to the terms and conditions of this Agreement as set forth below:

     §1. DEFINITIONS AND RULES OF INTERPRETATION.

     §1.1. Definitions. The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Agreement referred to below:

     AAP Qualification. See §7.6.

     Account Agreement. Collectively, (i) the Account Pledge, Assignment and Control Agreement in favor of the Agent on behalf of the Lenders with respect to the pledged deposit account into which Distributions pledged pursuant to a Distributions Pledge Agreement or an Equity Pledge Agreement will be deposited and (ii) each of the other documents, agreements and instruments, including control agreements, entered into by the Borrower or a Subsidiary Guarantor and/or any financial institution in favor of the Agent on behalf of the Lenders with respect to Distributions.

     Accountants. In each case, independent certified public accountants reasonably acceptable to the Majority Lenders. The Lenders hereby acknowledge that the Accountants may include KPMG LLP and any other so-called “big-four” accounting firm.

     Accounts Payable. Accounts payable of the Borrower, the Trust and their respective Subsidiaries, as determined in accordance with GAAP.

     Adjusted EBITDA. As at any date of determination, an amount equal to (i) Consolidated EBITDA for the applicable period; minus (ii) the Capital Reserve on such date.

     Adjusted Net Operating Income. As at any date of determination, an amount equal to (i) the Net Operating Income of the Borrowing Base Pool for the applicable period; minus (ii) the Borrowing Base Pool Capital Reserve on such date.

     Affiliate. With reference to any Person, (i) any director, officer, general partner, trustee or managing member (or the equivalent thereof) of that Person, (ii) any other Person controlling, controlled by or under direct or indirect common control of that Person, (iii) any other Person directly or indirectly holding 5% or more of any class of the capital stock or other equity interests (including options, warrants, convertible securities and similar rights) of that Person, (iv) any other Person 5% or more of any class of whose capital stock or other equity interests (including options, warrants, convertible securities and similar rights) is held directly or indirectly by that Person, and (v) any Person directly or indirectly controlling that Person, whether through a management agreement, voting agreement, other contract or otherwise.

     Agent. See the preamble to this Agreement. The Agent shall include any successor agent, as permitted by §16.

     Agent’s Head Office. The Agent’s office located at 127 Public Square, Cleveland, Ohio 44114, or at such other location as the Agent may designate from time to time, or the office of any successor agent permitted under §16.

     Agreement. This Secured Term Loan Agreement, including the Schedules and Exhibits hereto, as the same may be from time to time amended, restated, modified and/or supplemented and in effect.

     Agreement of Limited Partnership of the Borrower. The Amended and Restated Agreement of Limited Partnership of FPLP, dated September 15, 2003, as amended, among the Trust and the limited partners named therein, as amended through the date hereof and as the same may be further amended from time to time as permitted by §8.20.

     Anti-Terrorism Laws. Any laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act of 2001, 31 U.S.C. Section 5318, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

     Applicable Base Rate Margin. The Applicable Base Rate Margin is set forth in §2.3(c).

     Applicable Libor Margin. The Applicable Libor Margin is set forth in §2.3(c).

     Arranger. KeyBanc Capital Markets.

     Assignment and Assumption. See §20.1.

     Base Rate. As at any applicable date of determination, the higher of (i) the variable per annum rate of interest announced from time to time by KeyBank as its “base rate” and (ii) one half of one percent (1/2%) plus the Federal Funds Rate. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the Base Rate during an Interest Period shall be effective and result in a corresponding change on the same day in the rate of interest accruing from and after such day on the unpaid balance of principal of the Base Rate Loans, if any, effective on the day of such change in the Base Rate, without notice or demand of any kind.

     Base Rate Loan(s). The portion(s) of the Term Loan bearing interest calculated by reference to the Base Rate.

     Borrower. See the preamble hereto.

     Borrowing Base Pool. As determined from time to time, collectively, the Eligible Borrowing Base Properties that the Borrower has designated in writing to be included in

the Borrowing Base Pool, subject to and in accordance with the terms hereof. The Borrowing Base Pool as of the Closing Date is set forth on Schedule 1A.

     Borrowing Base Pool Capital Reserve. As at any date of determination, a capital reserve equal to the total number of square feet of the Eligible Borrowing Base Properties on such date, multiplied by $0.15.

     Borrowing Base Property Conditions. See definition of “Eligible Borrowing Base Property(ies)”.

     Building(s). Individually and collectively, the buildings, structures and improvements now or hereafter located on the Real Estate Assets.

     Business Day. (i) For all purposes other than as covered by clause (ii) below, any day other than a Saturday, Sunday or legal holiday on which banks in Cleveland, Ohio are open for the conduct of a substantial part of their commercial banking business; and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Libor Rate Loans, any day that is a Business Day described in clause (i) and that is also a Libor Business Day.

     Capital Expenditures. Any expenditure for any item that would be treated or defined as a capital expenditure under GAAP.

     Capital Reserve. As at any date of determination, a capital reserve equal to the total number of square feet of the Real Estate Assets on such date, multiplied by $0.15 per annum.

     Capitalization Rate. The Capitalization Rate shall be 8.00%.

     Capitalized Leases. Leases under which the Borrower or any of its Subsidiaries or any Partially-Owned Entity is the lessee or obligor, the discounted future rental obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

     Cash and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of unrestricted cash then actually held by the Borrower or any of its Subsidiaries, (b) the aggregate amount of unrestricted cash equivalents (valued at fair market value) then held by the Borrower or any of its Subsidiaries and (c) the aggregate amount of cash then actually held by the Borrower or any of its Subsidiaries in the form of tenant security deposits, but only to the extent such tenant security deposits are included as a liability on the Borrower’s Consolidated balance sheet, escrows and reserves. As used in this definition, (i) “unrestricted” means the specified asset is not subject to any Liens in favor of any Person, and (ii) “cash equivalents” means that such

asset has a liquid, par value in cash and is convertible to cash on demand. Notwithstanding anything contained herein to the contrary, the term Cash and Cash Equivalents shall not include the Loan.

     CERCLA. See §7.18.

     Closing Date. August 7, 2007.

     Code. The Internal Revenue Code of 1986, as amended and in effect from time to time.

     Collateral. Collectively, the property, rights and interests of the Borrower and the Subsidiary Guarantors which are subject to the security interests and liens created by the Security Documents.

     Commitment. With respect to each Lender, the amount set forth from time to time on Schedule 2 hereto as the amount of such Lender’s Commitment to make the Term Loan to the Borrower, as such Schedule 2 may be updated by the Agent from time to time.

     Commitment Percentage. With respect to each Lender, the percentage set forth on Schedule 2 hereto as such Lender’s percentage of the Total Commitment, as such Schedule 2 may be updated by the Agent from time to time.

     Completed Loan Request. A loan request accompanied by all information required to be supplied under the applicable provisions of §2.4.

     Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower, the Trust and their respective Subsidiaries, consolidated in accordance with GAAP in accordance with the terms of this Agreement.

     Consolidated Borrowing Base Indebtedness. As of any date of determination, the aggregate principal amount of (i) the Property Level Debt and (ii) the Obligations outstanding at such time.

     Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment for so-called “straight-line rent accounting”) for such period, plus (x) the following to the extent deducted in computing such Consolidated net income for such period: (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to

the sale or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such period, and (iv) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets or debt restructurings in such period, in each case adjusted to include the Borrower’s, the Trust’s or any Subsidiary’s pro rata share of EBITDA (and the items comprising EBITDA) from any Partially-Owned Entity in such period, based on its percentage ownership interest in such Partially-Owned Entity (or such other amount to which the Borrower, the Trust or such Subsidiary is entitled or for which the Borrower, the Trust or such Subsidiary is obligated based on an arm’s length agreement).

     Consolidated Fixed Charges. For any applicable period, an amount equal to the sum of (i) Consolidated Total Interest Expense for such period plus (ii) the aggregate amount of scheduled principal payments of Indebtedness (excluding balloon payments at maturity) required to be made during such period by the Borrower, the Trust and their respective Subsidiaries on a Consolidated basis plus (iii) the dividends and distributions, if any, paid or required to be paid during such period on the Preferred Equity, if any, of the Borrower, the Trust and their respective Subsidiaries (other than dividends paid in the form of capital stock).

     Consolidated Gross Asset Value. As of any date of determination, the sum of (i)(x) the Net Operating Income for the most recent fiscal quarter of all of the Real Estate Assets owned by the Borrower and its Subsidiaries for at least two complete fiscal quarters, less the Management Fee Adjustment, with the sum thereof multiplied by (y) 4; with the product thereof being divided by (z) the Capitalization Rate; plus (ii) an amount equal to the Cost Basis Value of Real Estate Assets not owned for two complete fiscal quarters; plus (iii) an amount equal to the Cost Basis Value of Real Estate Assets Under Development on such date, plus (iv) the Cost Basis Value of Land on such date, plus (v) the cost basis of Mortgage Notes on such date, plus (vi) the value of Cash and Cash Equivalents on such date, as determined in accordance with GAAP and approved by the Agent, provided that (i) Net Operating Income from Real Estate Assets included at their Cost Basis Value shall be excluded, and (ii) Net Operating Income from Real Estate Assets sold or otherwise transferred (unless transferred to a member of the Potomac Group (other than the Trust)) during the applicable quarter shall be excluded, with Consolidated Gross Asset Value being adjusted to include the Borrower’s, the Trust’s or any Subsidiary’s pro rata share of Net Operating Income (and the items comprising Net Operating Income) from any Partially-Owned Entity in such period, based on its percentage ownership interest in such Partially-Owned Entity (or such other amount to which the Borrower, the Trust or such Subsidiary is entitled or for which the Borrower, the Trust or such Subsidiary is obligated based on an arm’s length agreement).

     Consolidated Tangible Net Worth. As of any date of determination, an amount equal to the Consolidated Gross Asset Value of the Borrower and its Subsidiaries at such date, minus Consolidated Total Indebtedness outstanding on such date, provided that any

amounts attributable to Real Estate Assets that are required to be reported as “intangibles” under GAAP pursuant to Financial Accounting Standards Board Statement of Policy No. 141 and 142 shall be permitted to be added back to “tangible property” for purposes of calculating such Consolidated Tangible Net Worth.

     Consolidated Total Indebtedness. As of any date of determination, Consolidated Total Indebtedness means for the Borrower, the Trust and their respective Subsidiaries, all obligations, contingent or otherwise, which should be classified on the obligor’s balance sheet as liabilities, or to which reference should be made by footnotes thereto, all in accordance with GAAP, including, in any event, the sum of (without double-counting), (i) all Accounts Payable on such date, and (ii) all Indebtedness outstanding on such date, in each case whether Recourse, Without Recourse or contingent, provided, however, that (without double-counting), each of the following shall be included in Consolidated Total Indebtedness: (a) all amounts of guarantees, indemnities for borrowed money, stop-loss agreements and the like provided by the Borrower, the Trust and their respective Subsidiaries, in each case in connection with and guarantying repayment of amounts outstanding under any other Indebtedness; (b) all amounts for which a letter of credit has been issued for the account of the Borrower, the Trust or any of their respective Subsidiaries; (c) all amounts of bonds posted by the Borrower, the Trust or any of their respective Subsidiaries guaranteeing performance or payment obligations; (d) all lease obligations (including under Capital Leases, but excluding obligations under ground leases); and (e) all liabilities of the Borrower, the Trust or any of their respective Subsidiaries as partners, members or the like for liabilities (whether such liabilities are Recourse, Without Recourse or contingent obligations of the applicable partnership or other Person) of partnerships or other Persons in which any of them have an equity interest, which liabilities are for borrowed money or any of the matters listed in clauses (a), (b), (c) or (d) above. Without limitation of the foregoing (without double counting), with respect to any Partially-Owned Entity, (x) to the extent that the Borrower, the Trust or any of their respective Subsidiaries or such Partially-Owned Entity is providing a completion guaranty in connection with a construction loan entered into by a Partially-Owned Entity, Consolidated Total Indebtedness shall include the Borrower’s, the Trust’s or such Subsidiary’s pro rata liability under the Indebtedness relating to such completion guaranty (or, if greater, the Borrower’s, the Trust’s or such Subsidiary’s potential liability under such completion guaranty) and (y) in connection with the liabilities described in clauses (a) and (d) above (other than completion guarantees, which are referred to in clause (x)), the Consolidated Total Indebtedness shall include the portion of the liabilities of such Partially-Owned Entity which are attributable to the Borrower’s, the Trust’s or such Subsidiary’s percentage equity interest in such Partially-Owned Entity or such greater amount of such liabilities for which the Borrower, the Trust or their respective Subsidiaries are, or have agreed to be, liable by way of guaranty, indemnity for borrowed money, stop-loss agreement or the like, it being agreed that, in any case, Indebtedness of a Partially-Owned Entity shall not be excluded from Consolidated Total Indebtedness by virtue of the liability of such Partially-Owned Entity being Without Recourse. For

purposes hereof, the amount of borrowed money shall equal the sum of (1) the amount of borrowed money as determined in accordance with GAAP plus (2) the amount of those contingent liabilities for borrowed money set forth in subsections (a) through (e) above, but shall exclude any adjustment for so-called “straight-line interest accounting”.

     Consolidated Total Interest Expense. For any applicable period, the aggregate amount of interest required in accordance with GAAP to be paid, accrued, expensed or, to the extent it could be a cash expense in the applicable period, capitalized, without double- counting, by the Borrower, the Trust and their respective Subsidiaries during such period on: (i) all Indebtedness of the Borrower, the Trust and their respective Subsidiaries (including the Term Loan, obligations under Capital Leases (to the extent Consolidated EBITDA has not been reduced by such Capital Lease obligations in the applicable period) and any Subordinated Indebtedness and including original issue discount and amortization of prepaid interest, if any, but excluding any Distribution on Preferred Equity), (ii) all amounts available for borrowing, or for drawing under letters of credit, if any, issued for the account of the Borrower, the Trust or any of their respective Subsidiaries, but only if such interest was or is required to be reflected as an item of expense, and (iii) all commitment fees, agency fees, facility fees, balance deficiency fees and similar fees and expenses in connection with the borrowing of money.

     Conversion Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §2.5.

     Cost Basis Value. The total contract purchase price of a Real Estate Asset plus all commercially reasonable acquisition costs (including but not limited to title, legal and settlement costs, but excluding financing costs) that are capitalized in accordance with GAAP.

     Default. When used with reference to this Agreement or any other Loan Document, an event or condition specified in §14.1 that, but for the requirement that time elapse or notice be given, or both, would constitute an Event of Default.

     Delinquent Lender. See §16.5(c).

     Disqualifying Environmental Event. Any Release or threatened Release of Hazardous Substances, any violation of Environmental Laws or any other similar environmental event with respect to any Eligible Borrowing Base Property that could reasonably be expected to cost in excess of $500,000 to remediate or, which, with respect to all of the Eligible Borrowing Base Properties, could reasonably be expected to cost in excess of $1,000,000 in the aggregate to remediate.

     Disqualifying Structural Event. Any structural issue which, with respect to any Eligible Borrowing Base Property, could reasonably be expected to cost in excess of

$500,000 to remediate or, which, with respect to all of the Eligible Borrowing Base Properties, could reasonably be expected to cost in excess of $1,000,000 in the aggregate to remediate.

     Distribution. With respect to any Person, the declaration or payment of any dividend on or in respect of any shares of any class of capital stock or other equity of such Person; the purchase, redemption, exchange or other retirement of any shares of any class of capital stock or other equity or beneficial interest of such Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by such Person to its shareholders, members or partners as such; or any other distribution on or in respect of any shares of any class of capital stock or other equity or beneficial interest of such Person.

     Distributions Pledge Agreement. The one or more Distributions Pledge Agreements entered into by the Borrower and/or a Subsidiary Guarantor pursuant to which the Pledged Distributions Interests are pledged to the Agent and the Lenders.

     Dollars or $. Lawful currency of the United States of America.

     Drawdown Date. The date on which the Term Loan is made, and the date on which any portion of the Term Loan is converted or continued in accordance with §2.5.

     Eligible Assignee. Any of (a) a commercial bank (or similar financial institution) organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $500,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with GAAP; and (c) a commercial bank (or similar financial institution) organized under the laws of any other country (including the central bank of such country) which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having total assets in excess of $500,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the United States of America. In no event will the Borrower or any Affiliate of the Borrower be an Eligible Assignee.

     Eligible Borrowing Base Property(ies). As of any date of determination, a Real Estate Asset that: (i) is a Permitted Property, (ii) is wholly-owned in fee simple by the Borrower or a Subsidiary Guarantor, (iii) the Borrower or such Subsidiary Guarantor has total control over all decisions regarding such Real Estate Asset (including the operation, financing and disposition thereof), (iv) is not the subject of a Disqualifying Environmental Event or a Disqualifying Structural Event, (v) is not subject to any Liens (other than Permitted Liens) or any material title, survey or similar defect, (vi) if owned by any Subsidiary Guarantor, the Equity Interests of such Subsidiary Guarantor are not

subject to any Lien in favor of any Person other than the Agent and the Lenders and are not subject to any negative pledge in favor of any Person other than the Agent and the Lenders, and (vii) is not subject to any material default or event of default (including, in any event, (x) any payment default, (y) any financial covenant default and (z) any default as a result of which the Borrower or the applicable Subsidiary has given, or has received, any notice of default or other enforcement action) under any Property Level Loan Documents (the foregoing clauses (i) through (vii) being herein referred to collectively as the “Borrowing Base Property Conditions”).

     Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

     Environmental Laws. See §7.18(a).

     Environmental Reports. See §7.18

     Equity Pledge Agreement. The one or more Equity Pledge Agreements entered into by the Borrower and/or a Subsidiary Guarantor pursuant to which the Pledged Equity Interests are pledged to the Agent and the Lenders.

     ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

     ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under §414 of the Code.

     ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder.

     Event of Default. See §14.1.

     Extension. See §2.9.

     Equity Interests. Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation and any and all warrants or options to purchase any of the foregoing.

     Federal Funds Rate. For any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day

(or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from 3 federal funds brokers of recognized standing selected by the Agent.

     Financial Statement Date. March 31, 2007.

     “funds from operations”. As defined in accordance with resolutions adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, as in effect at the applicable date of determination.

     GAAP. Generally accepted accounting principles, consistently applied.

     Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or the Trust, as the case may be, or any ERISA Affiliate of any of them the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

     Hazardous Substances. See §7.18(b).

     Implied Debt Service. As at any date of determination, an amount equal to (a) the average amount of Consolidated Borrowing Base Indebtedness outstanding during the applicable period, multiplied by (b) the Mortgage Constant.

     Increase. See §2.8.

     Increase Conditions. The approval of the Agent and the satisfaction of each and all of the following:

	(a)		no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to the Increase) and all representations and warranties contained in the Loan Documents shall be true and correct as of the effective date of the Increase (except to the extent that such representations and warranties relate expressly to an earlier date);
	(b)		the Increase shall be extended on the same terms and conditions applicable to the Term Loan;
	(c)		to the extent any portion of the Increase is committed to by a third party financial institution or institutions not already a Lender hereunder, such financial institution shall be an Eligible Assignee and

			approved by the Agent (such approval not to be unreasonably withheld or delayed) and each such financial institution shall have signed a counterpart signature page becoming a party to this Agreement and a “Lender” hereunder;
	(d)		one or more of the existing Lenders or such other financial institutions which may become parties hereto incident to the Increase have committed in writing pursuant to the terms hereof to lend the full aggregate amount of the Increase; and

(e)

the Borrower shall have delivered new Notes or amended and restated Notes to the extent necessary to reflect each Lender’s Commitment after giving effect to the Increase.

     Indebtedness. All obligations, contingent and otherwise, that in accordance with GAAP should be classified upon the obligor’s balance sheet as liabilities, or to which reference should be made by footnotes thereto, including in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect, including, without limitation, all Obligations and all obligations under any hedge, swap or other interest rate protection arrangement, any forward purchase contract or any put; (b) all liabilities secured by any mortgage, pledge, security interest, lien, charge, or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all reimbursement obligations under letters of credit; and (d) all guarantees for borrowed money, endorsements and other contingent obligations, whether direct or indirect, in respect of indebtedness or obligations of others, including any obligation to supply funds (including partnership obligations and capital requirements) to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise.

     Interest Payment Date. As to any portion of the Term Loan, the last day of every calendar month in which such Loan is outstanding, and, in addition, with respect to any Libor Rate Loan, the last day of the applicable Interest Period.

     Interest Period. With respect to any portion of the Term Loan, but without duplication of any other Interest Period, (a) initially, the period commencing on the Drawdown Date of such Loan and ending on the last day of one of the following periods (as selected by the Borrower in a Completed Loan Request): (i) for any Base Rate Loan, the calendar month in which such Base Rate Loan is made (whether by borrowing or by conversion from a Libor Rate Loan), and (ii) for any Libor Rate Loan, 1, 2 or 3 months; and (b) thereafter, each period commencing at the end of the last day of the immediately

preceding Interest Period applicable to such portion of the Term Loan and ending on the last day of the applicable period set forth in (a)(i) and (ii) above (as selected by the Borrower in a Conversion Request); provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

     (A) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively by the Agent in accordance with the then current bank practice in London;

     (B) if the Borrower shall fail to give notice of conversion as provided in §2.5, the Borrower shall be deemed to have requested a conversion of the affected Libor Rate Loan to a Base Rate Loan on the last day of the then current Interest Period with respect thereto;

     (C) any Interest Period relating to any Libor Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to subparagraph (D) below, end on the last Business Day of a calendar month; and

     (D) no Interest Period may extend beyond the Maturity Date.

     Investments. All expenditures made and all liabilities incurred (contingently or otherwise, but without double-counting): (i) for the acquisition of stock, partnership or other equity interests or for the acquisition of Indebtedness of, or for loans, advances, capital contributions or transfers of property to, any Person; (ii) in connection with Real Estate Assets Under Development; and (iii) for the acquisition of any other obligations of any Person. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (b) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise; and (c) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.

     Joinder Documents. The one or more Joinder Agreements among the Agent (on behalf of itself and the Lenders) and any Wholly-owned Subsidiary which is to become a Subsidiary Guarantor at any time after the Closing Date, the form of which is attached hereto as Exhibit E, together with all other documents, instruments and certificates

required by any such Joinder Agreement to be delivered by such Wholly-owned Subsidiary to the Agent and the Lenders on the date such Wholly-owned Subsidiary becomes a Borrower hereunder.

     Land. An undeveloped Real Estate Asset owned in fee by the Borrower.

     Leases. Leases, licenses and other written agreements relating to the use or occupation of space in or on the Buildings or on the Real Estate Assets by persons other than the Borrower or any other member of the Potomac Group.

     Lenders. Collectively, KeyBank and each other lending institution which, as of any date of determination, is a party to this Agreement, and any other Person who becomes an assignee of any rights of a Lender pursuant to §20 or a Person who acquires all or substantially all of the stock or assets of a Lender.

     Libor Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.

     Libor Breakage Costs. With respect to any Libor Rate Loan to be prepaid prior to the end of the applicable Interest Period or not borrowed, converted or continued (“drawn” and, with correlative meaning, “draw”) after elected, a prepayment “breakage” fee in an amount, as reasonably determined by the Agent, required to compensate the Lenders for any and all additional losses, costs or expenses that such Lenders incur as a result of such prepayment or failure to borrow, convert or continue a Libor Rate Loan, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits of other funds acquired by any Lender to fund or maintain such Libor Rate Loan.

     Libor Rate. For any Libor Rate Loan for any Interest Period, the average rate (rounded upwards to the nearest 1/16th) as shown in Dow Jones Markets (formerly Telerate) (Page 3750) at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) Libor Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations. If Dow Jones Markets no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Agent may select a comparable replacement index. For any period during which a Reserve Percentage shall apply, the Libor Rate with respect to Libor Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

     Libor Rate Loan(s). The portion(s) of the Term Loan bearing interest calculated by reference to the Libor Rate.

     Lien. See §9.2.

     Loan Documents. Collectively, this Agreement, the Trust Guaranty, the Subsidiary Guaranties, the Notes, the Security Documents, the Joinder Documents and any and all other agreements, instruments, documents or certificates now or hereafter evidencing or otherwise relating to the Term Loan and executed and delivered by or on behalf of the Borrower or its Subsidiaries or the Trust or its Subsidiaries in connection with or in any way relating to the Term Loan or the transactions contemplated by this Agreement, and all schedules, exhibits and annexes hereto or thereto, as any of the same may from time to time be amended and in effect.

     Loan. The Term Loan or any portion thereof, as the context may require.

     Majority Lenders. As of any date of determination, the Lenders whose aggregate Commitments constitute at least sixty-six and two-thirds percent (66-2/3%) of the Total Commitment.

     Management Fee. For any applicable period, an amount equal to three percent (3%) of revenue.

     Management Fee Adjustment. For any applicable period, the difference between the Management Fee and the Overhead Allocation, expressed as a positive or negative number, as the case may be.

     Maturity Date. August 7, 2010, or such earlier date (or later date pursuant to §2.9) on which the Term Loan shall become due and payable pursuant to the terms hereof. The Maturity Date may be extended to August 7, 2011 in accordance with the terms of §2.9.

     Mortgage Constant. As at any date of determination, a ratio that represents the payment of principal and interest on an amortizing mortgage loan based on (i) an interest rate equal to the greater of (x) the then 10-year treasury rate plus 1.50% and (y) 7.00%, and (ii) a 30-year mortgage-style amortization schedule.

     Mortgage Note(s). A mortgage note, in which the Borrower holds a direct interest as payee, for real estate that is developed, so long as at the relevant date of determination, such Mortgage Note is not in default.

     Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower or the Trust, as the case may be, or any ERISA Affiliate.

     Net Operating Income. For any period, an amount equal to (i) the aggregate rental and other income from the operation of the applicable Real Estate Assets during such period; minus (ii) all expenses and other proper charges incurred in connection with the operation of such Real Estate Assets (including, without limitation, real estate taxes, management fees, payments under ground leases and bad debt expenses) during such period; but, in any case, before payment of or provision for debt service charges for such period, income taxes for such period, capital expenses for such period, and depreciation, amortization, and other non-cash expenses for such period, all as determined in accordance with GAAP (except that any rent leveling adjustments shall be excluded from rental income).

     Note Record. A Record with respect to any Note.

     Notes. Collectively, the separate promissory notes of the Borrower in favor of each Lender in substantially the form of Exhibit A hereto, in an aggregate principal amount equal to the Total Commitment in effect from time to time, dated as of the date hereof or as of such later date as any Person becomes a Lender under this Agreement, and completed with appropriate insertions, as each of such notes may be amended, replaced, substituted and/or restated from time to time (including in connection with any Increase).

     Obligations. All indebtedness, obligations and liabilities of the Borrower and its Subsidiaries to any of the Lenders or the Agent, individually or collectively (but without double-counting), under this Agreement and each of the other Loan Documents and in respect of any of the Term Loan, the Notes and the Security Documents and other instruments at any time evidencing any thereof, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, and including any indebtedness, obligations and liabilities of the Borrower and its Subsidiaries under any Protected Interest Rate Agreement entered into with any Lender.

     Organizational Documents. Collectively, (i) the Agreement of Limited Partnership of FPLP, (ii) the Certificate of Limited Partnership of FPLP, (iii) the Amended and Restated Declaration of Trust of the Trust, (iv) the Amended and Restated By-Laws of the Trust, and (v) all of the partnership agreements, corporate charters and by-laws, limited liability company operating agreements, joint venture agreements or similar agreements, charter documents and certificates or other agreements relating to the formation, organization or governance of the Borrower and each Subsidiary Guarantor, in each case as any of the foregoing may be amended in accordance with §8.20.

     Overhead Allocation. For any period, the amount of corporate overhead included as a property operating expense in lieu of a management fee.

     Partially-Owned Entity(ies). Any of the partnerships, associations, corporations, limited liability companies, trusts, joint ventures or other business entities or Persons in which the Borrower or the Trust, directly, or indirectly through its full or partial ownership of another entity, own an equity interest, but which is not required in accordance with GAAP to be consolidated with the Borrower or the Trust for financial reporting purposes.

     PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

     Permits. All governmental permits, licenses, and approvals necessary for the lawful operation and maintenance of the Real Estate Assets.

     Permitted Liens. Liens permitted by §9.2.

     Permitted Property. A property which is an income producing office, industrial or a so-called flex property and is located in the State of Maryland, the Commonwealth of Virginia or the District of Columbia.

     Person. Any individual, corporation, general partnership, limited partnership, trust, limited liability company, limited liability partnership, unincorporated association, business, or other legal entity, and any government (or any governmental agency or political subdivision thereof).

     Pledged Distributions Entity(ies). Collectively, the Subsidiary Guarantors whose Distributions to Borrower or a Wholly-owned Subsidiary of Borrower become Pledged Distributions Interests.

     Pledged Distributions Interests. Collectively, one hundred percent (100%) of the Borrower’s or a Subsidiary Guarantor’s right, title and interest in and to Distributions received from any Pledged Distributions Entity and of the Borrower’s or such Subsidiary Guarantor’s legal, equitable and beneficial right, title and interest in and to Distributions from any Pledged Distributions Entity, together with such additional rights and interests as are not prohibited to be pledged, assigned and/or transferred under the applicable Property Level Loan Documents.

     Pledged Distributions Properties. Collectively, the Eligible Borrowing Base Properties directly or indirectly owned by the Pledged Distributions Entities.

     Pledged Entities. Collectively, (i) the Pledged Distributions Entities and (ii) the Pledged Equity Entities.

     Pledged Equity Entity (ies). Collectively, the Subsidiary Guarantors whose Equity Interests become Pledged Equity Interests.

     Pledged Equity Interests. Collectively, one hundred percent (100%) of the legal, equitable and beneficial ownership interests in any Subsidiary Guarantor that is a direct or indirect owner of an Eligible Borrowing Base Property that are not subject to any Property Level Loan Document which prohibit the pledge, assignment and/or transfer of such interests.

     Pledged Equity Properties. Collectively, the Eligible Borrowing Base Properties directly or indirectly owned by the Pledged Equity Entities.

     Pledged Interests. Collectively, (i) the Pledged Distributions Interests and (ii) the Pledged Equity Interests.

     Pledged Properties. Collectively, (i) the Pledged Distributions Properties and (ii) the Pledged Equity Properties.

     Potomac Group. Collectively, (i) FPLP, (ii) the Trust, (iii) the respective Subsidiaries of FPLP and the Trust and (iv) the Partially-Owned Entities.

     Preferred Equity. Any preferred stock, preferred partnership interests, preferred member interests or other preferred equity interests issued by the Borrower, the Trust or any of their respective Subsidiaries.

     Property Level Debt. Collectively, any Indebtedness secured by a Lien encumbering an Eligible Borrowing Base Property which Lien is permitted pursuant to §9.2(x), provided, however, that in no event shall Property Level Debt include any Indebtedness under the Unsecured Revolver.

     Property Level Loan Documents. Collectively, the agreements, documents and instruments evidencing, securing or otherwise relating to the Property Level Debt to which the holder of such Property Level Debt is a party or intended beneficiary.

     Protected Interest Rate Agreement. An agreement which evidences the interest protection arrangements required by §8.15, and all extensions, renewals, modifications, amendments, substitutions and replacements thereof.

     Rate Period. The period beginning on the first day of any fiscal month following delivery to the Agent of the annual or quarterly financial statements required to be

delivered pursuant to §8.4.1(a) or §8.4(b) and ending on the last day of the fiscal month in which the next such annual or quarterly financial statements are delivered to the Agent.

     RCRA. See §7.18.

     Real Estate Assets. The fixed and tangible properties consisting of Land and/or Buildings owned by the Borrower or any of its Subsidiaries at the relevant time of reference thereto, including, without limitation, the Eligible Borrowing Base Properties at such time of reference.

     Real Estate Assets Under Development. Any Real Estate Assets for which the Borrower or any of its Subsidiaries is actively pursuing construction of one or more Buildings or other improvements and for which construction is proceeding to completion without undue delay from Permit denial, construction delays or otherwise, all pursuant to such Person’s ordinary course of business, provided that any such Real Estate Asset (or, if applicable, any Building comprising a portion of any such Real Estate Asset) will no longer be considered a Real Estate Asset Under Development upon the earlier to occur of (i) Stabilization or (ii) the date which is six months after a certificate of occupancy has issued for such Real Estate Asset (or Building) or such Real Estate Asset (or Building) may otherwise be lawfully occupied for its intended use.

     Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by any Lender with respect to any Loan.

     Recourse. With reference to any obligation or liability, any liability or obligation that is not Without Recourse to the obligor thereunder, directly or indirectly. For purposes hereof, a Person shall not be deemed to be “indirectly” liable for the liabilities or obligations of an obligor solely by reason of the fact that such Person has an ownership interest in such obligor, provided that such Person is not otherwise legally liable, directly or indirectly, for such obligor’s liabilities or obligations (e.g., without limitation, by reason of a guaranty or contribution obligation, by operation of law or by reason of such Person being a general partner of such obligor).

     REIT. A “real estate investment trust”, as such term is defined in Section 856 of the Code.

     Related Parties. With respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

     Release. See §7.18(c)(iii).

     Reserve Percentage. The maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against “Euro-currency Liabilities” as defined in Regulation D.

     SARA. See §7.18.

     SEC. The Securities and Exchange Commission, or any successor thereto.

     SEC Filings. Collectively, (i) each Form 10-K, 10-Q and Form 8-K filed by the Trust with the SEC from time to time and (ii) each of the other public forms and reports filed by the Trust with the SEC from time to time.

     Security Documents. Collectively, (i) the Equity Pledge Agreement, (ii) the Distributions Pledge Agreement, (iii) the Account Agreement, (iv) any UCC-1 financing statement relating to the Collateral, and (v) each other document, agreement or instrument that at any time evidences the Collateral.

     Stabilization. With respect to any particular Real Estate Asset, the date upon which such Real Estate Asset first becomes 85% occupied.

     Subsidiary. Any corporation, association, partnership, limited liability company, trust, joint venture or other business entity or Person which is required to be consolidated with the Borrower or the Trust in accordance with GAAP.

     Subsidiary Guarantors. Each of the direct and indirect Subsidiaries of the Borrower which either owns an Eligible Borrowing Base Property or which has entered into a Subsidiary Guaranty or any Security Document, as applicable. All of the Subsidiary Guarantors as of the Closing Date are set forth on Schedule 1.

     Subsidiary Guaranty. Collectively, the one or more Subsidiary Guaranties made by certain Subsidiary Guarantors, on a joint and several basis, in favor of the Agent and the Lenders pursuant to which the Subsidiary Guarantors guarantee to the Agent and the Lenders the unconditional payment and performance of the Obligations, as the same may be modified, amended, restated or reaffirmed from time to time.

     Term Loan. The term loan made by the Lenders to the Borrower on the Closing Date pursuant to §2.

     Total Commitment. As of any date, the sum of the then current Commitments of the Lenders. As of the Closing Date, the Total Commitment is $50,000,000. After the Closing Date, the aggregate amount of the Total Commitment may be increased to an

amount not exceeding $100,000,000, provided that such Increase is in accordance with the provisions of §2.8.

     Trust. See preamble.

     Trust Guaranty. The Guaranty, dated as of the date hereof, made by the Trust in favor of the Agent and the Lenders pursuant to which the Trust guarantees to the Agent and the Lenders the unconditional payment and performance of the Obligations, as the same may be modified, amended, restated or reaffirmed from time to time.

     Type. As to any portion of the Term Loan, its nature as a Base Rate Loan or a Libor Rate Loan.

     Unanimous Lender Approval. The written consent of each Lender that is a party to this Agreement at the time of reference.

     Unsecured Revolver. The $125,000,000 revolving credit facility pursuant to the Unsecured Revolver Agreement, as the same may be modified, increased, amended or restated from time to time.

     Unsecured Revolver Agreement. The Amended and Restated Revolving Credit Agreement dated as of April 26, 2006, among the Borrower and certain of its Subsidiaries, KeyBank National Association, individually and as administrative agent and certain other lenders, as the same may be modified, increased, amended or restated from time to time.

     Value of Eligible Borrowing Base Properties. At any date of determination, an amount equal to the sum of (i) (x) the Net Operating Income for the most recent fiscal quarter of the Eligible Borrowing Base Properties owned by the Borrower or a Subsidiary Guarantor for at least two complete fiscal quarters, less the Management Fee Adjustment relating to such Eligible Borrowing Base Properties, with the sum thereof multiplied by (y) 4; with the product thereof being divided by (z) the Capitalization Rate, plus (ii) an amount equal to the Cost Basis Value of any Eligible Borrowing Base Property not owned for two complete fiscal quarters, provided that (a) the Net Operating Income attributable to any Eligible Borrowing Base Property sold or otherwise transferred during the applicable period shall be excluded from the calculation of the Value of Eligible Borrowing Base Properties and (b) the Net Operating Income of Eligible Borrowing Base Properties included at their Cost Basis Value shall be excluded.

     Wholly-owned Subsidiary. Any single purpose entity which is a Subsidiary of FPLP and of which FPLP at all times owns directly or indirectly (through a Subsidiary or Subsidiaries) 100% of the outstanding voting or controlling interests and of the economic

interests, as a result of which FPLP, directly or indirectly (through a Subsidiary or Subsidiaries) has total control over all decisions regarding such Subsidiary.

     “Without Recourse” or “without recourse”. With reference to any obligation or liability, any obligation or liability for which the obligor thereunder is not liable or obligated other than as to its interest in a designated Real Estate Asset or other specifically identified asset only, subject to such limited exceptions to the non-recourse nature of such obligation or liability, such as fraud, misappropriation and misapplication indemnities, as are usual and customary in like transactions involving institutional lenders at the time of the incurrence of such obligation or liability, and to usual and customary environmental indemnification obligations in connection with such designated Real Estate Asset.

     §1.2. Rules of Interpretation.

     (i) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms or the terms of this Agreement.

     (ii) The singular includes the plural and the plural includes the singular.

     (iii) A reference to any law includes any amendment or modification to such law.

     (iv) A reference to any Person includes its permitted successors and permitted assigns.

     (v) Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer.

     (vi) The words “include”, “includes” and “including” are not limiting.

     (vii) All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in New York, have the meanings assigned to them therein.

     (viii) Reference to a particular “§” refers to that section of this Agreement unless otherwise indicated.

     (ix) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

     §2. THE TERM LOAN.

     §2.1 Commitment to Lend. Subject to the provisions of §2.4, §12 and the other terms and conditions set forth in this Agreement, each of the Lenders severally agrees to make a term loan to the Borrower on the Closing Date (and thereafter pursuant to Section 2.8 hereof) in an aggregate principal amount equal to such Lender’s Commitment Percentage of the Total Commitment. The outstanding amount of the Term Loan shall not at any time exceed the Total Commitment. In no event shall any Lender be required to fund any amounts in excess of its then-current Commitment.

     The Term Loan shall be made pro rata in accordance with each Lender’s Commitment Percentage. The request for the Term Loan shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 have been satisfied as of the Closing Date, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No portion of the Term Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date.

     §2.2. The Term Notes. The Term Loan shall be evidenced by the Term Notes. A Term Note shall be payable to the order of each Lender in an aggregate principal amount equal to such Lender’s Commitment. The Borrower irrevocably authorizes each Lender to make or cause to be made an appropriate notation on such Lender’s applicable Note Record reflecting the making of its portion of the Term Loan or (as the case may be) the receipt of any payment thereon. The outstanding amount of the Term Loan set forth on such applicable Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Note Record shall not limit or otherwise affect the rights and obligations of the Borrower hereunder or under any Term Note to make payments of principal of or interest on any Term Note when due.

     §2.3. Interest on the Term Loan; Fees.

          (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Base Rate plus the Applicable Base Rate Margin.

          (b) Each Libor Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Libor Rate determined for such Interest Period plus the Applicable Libor Margin.

          (c) With reference to Base Rate Loans and Libor Rate Loans, the “Applicable Base Rate Margin” and the “Applicable Libor Margin” shall be equal to the percentage determined for each Rate Period by reference to the Table below (it being acknowledged that as of the Closing Date, Level a) shall apply):

Table

Applicable Margin

						Applicable
		Applicable				Base Rate
Total Leverage Ratio		Libor Margin				Margin
a) greater than 60%			1.25	%			0.25	%
b) less than or equal to 60% but greater than 55%			1.10	%			0.00	%
c) less than or equal to 55% but greater than 50%			1.00	%			0.00	%
d) less than or equal to 50% but greater than 45%			.90	%			0.00	%
e) less than or equal to 45% but greater than 40%			.80	%			0.00	%
f) less than or equal to 40%			.70	%			0.00	%

For purposes of determining the Applicable Base Rate Margin and the Applicable Libor Margin, the Consolidated Total Leverage Ratio (§10.1 hereof) will be tested quarterly, commencing with the fiscal quarter of the Borrower ending September 30, 2007, based

on the annual or quarterly financial statements required to be delivered pursuant to §8.4(a) or 8.4(b), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective on the first day of the fiscal month immediately following the date on which the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) are delivered to the Agent, together with a notice to the Agent (which shall be verified by the Agent) specifying any change in the Applicable Base Rate Margin and/or the Applicable Libor Margin. If the Borrower has failed to timely deliver the financial statements required to be delivered by it pursuant to §8.4(a) or §8.4(b), then in addition to the other rights and remedies of the Lenders hereunder, the Applicable Base Rate Margin and the Applicable Libor Margin that are then in effect shall, at the Agent’s discretion, be increased to the next highest level until such financial statements are delivered.

          (d) The Borrower unconditionally promises to pay interest on the Term Loan in arrears on each Interest Payment Date with respect thereto, and when the principal of such Term Loan is due (whether at maturity, by reason of acceleration or otherwise).

     §2.4. Request for the Term Loan.

     The following provisions shall apply to the initial request by the Borrower for the Term Loan:

               (i) The Borrower shall submit a Completed Loan Request to the Agent. The Completed Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Term Loan requested from the Lenders on the Closing Date.

               (ii) The Completed Loan Request shall specify: (1) the principal amount of the Term Loan, (2) the Interest Period applicable to such Term Loan (or portions thereof), and (3) the Type of Loan being requested, and certifying that, after giving effect to such requested Term Loan, no Default or Event of Default will exist under this Agreement or any other Loan Document and that, after giving effect to the Term Loan, the Borrower is in compliance with the covenants set forth in §10 (which calculations required by such covenants shall be submitted with such Completed Loan Request).

               (iii) No Lender shall be obligated to fund any portion of the Term Loan unless:

               (a) a Completed Loan Request has been timely received by the Agent as provided in subsection (i) above; and

               (b) both before and after giving effect to the Term Loan to be made pursuant to the Completed Loan Request, all of the conditions contained in §12 shall have been satisfied as of the Closing Date.

     §2.5. Conversion Options.

          (a) The Borrower may elect from time to time to convert any portion of the outstanding Term Loan to another Type, provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) no Loan may be converted into a Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loan of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower.

          (b) Any portion of the Term Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i); provided that no Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur.

          (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any portion of the Term Loan in accordance with the terms hereof, such portion of the Term Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

          (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than five (5) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than five (5) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that

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the Borrower wishes to convert or continue two or more portions of the Term Loan into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

     (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

     §2.6. [Reserved].

     §2.7. [Reserved].

     §2.8. Increase in Total Commitment. At any time (but at least 60 days prior to the Maturity Date), the Borrower shall have the right, upon written notice to the Agent and satisfaction of the Increase Conditions, to cause the Total Commitment to increase by an amount not at any time exceeding $50,000,000 (the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.

     §2.9. Extension of Term Loan Maturity Date. At least 60 days but in no event more than 120 days prior to August 7, 2010, the Borrower, by written notice to the Agent (with copies for each Lender), may request an extension of the Maturity Date by a period of one year from the Maturity Date then in effect (the “Extension”). The Extension shall become effective on August 7, 2010 so long as (i) the Borrower has paid to the Agent on such date, for the ratable accounts of the Lenders, an extension fee in an amount equal to

20 basis points on the Total Commitment in effect on such date, and (ii) no Default or Event of Default has occurred and is continuing on such date and all representations and warranties contained in the Loan Documents are true and correct as of such date (except to the extent that such representations and warranties relate expressly to an earlier date). The notice referred to in the first sentence of this §2.9 shall constitute and shall be deemed to be a certification by the Borrower as to the truth and accuracy of the statements contained in clause (ii) of the preceding sentence. In addition, the Borrower shall deliver to the Agent a Certificate of Compliance certifying compliance with the covenants set forth in §10 as of the date of such Extension.

     §3. REPAYMENT OF THE TERM LOAN.

     §3.1. Maturity. The Borrower promises to pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, all unpaid principal of the Term Loan outstanding on such date, together with any and all accrued and unpaid interest thereon and any and all other unpaid amounts due under this Agreement, the Notes or any other of the Loan Documents.

     §3.2. Optional Repayments of the Term Loan. The Borrower shall have the right, at its election, to prepay the outstanding amount of the Term Loan, in whole or in part, at any time without penalty or premium; provided that the outstanding amount of any Libor Rate Loans may not be prepaid on a date other than the last day of an Interest Period unless the Borrower pays the Libor Breakage Costs for each Libor Rate Loan so prepaid at the time of such prepayment. The Borrower shall give the Agent (with copies to the Agent for each Lender), no later than 10:00 a.m., Cleveland, Ohio time, at least two (2) Business Days’ prior written notice of any prepayment pursuant to this §3.2 of any Base Rate Loans, and at least four (4) Business Days’ notice of any proposed prepayment pursuant to this §3.2 of Libor Rate Loans, specifying the proposed date of prepayment and the principal amount to be prepaid. Each such partial prepayment of the Term Loan shall be in an amount equal to $1,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of all charges, if any, outstanding on the Term Loan so prepaid and of all accrued interest on the principal prepaid to the date of payment, and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Libor Rate Loans.

     §4. CERTAIN GENERAL PROVISIONS.

     §4.1. Funds for Payments.

          (a) All payments of principal, interest, fees, and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders or (as the case may be) the Agent, at the Agent’s