FIRST POTOMAC REALTYINVESTMENT LIMITED PARTNERSHIP SECOND AMENDMENT Dated as of April 15, 2011 to NOTE PURCHASE AGREEMENT Dated as of June 22, 2006 Re: $37,500,000 6.41% SENIOR NOTES, SERIES A, DUE JUNE 15, 2013 $37,500,000 6.55% Senior Notes, Series B, due June 15, 2016 SECOND AMENDMENT TO NOTEPURCHASE AGREEMENT
Exhibit 4.8
Execution Copy
FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP
SECOND AMENDMENT
Dated as of April 15, 2011
to
NOTE PURCHASE AGREEMENT
Dated as of June 22, 2006
Re: $37,500,000 6.41% SENIOR NOTES, SERIES A, DUE JUNE 15, 2013
$37,500,000 6.55% Senior Notes, Series B, due June 15, 2016
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
THIS SECOND AMENDMENT dated as of April 15, 2011 (the or this “Second Amendment”) to the Note Purchase Agreement dated as of June 22, 2006 (as amended by the First Amendment dated as of November 5, 2010, the “Note Purchase Agreement”) is between FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”) and FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust (the “Trust”, the Trust and the Company being herein sometimes collectively referred to as the “Obligors”), and each of the institutions which is a signatory to this Second Amendment (collectively, the “Noteholders”).
R E C I T A L S:
A. The Obligors and each of the purchasers signatory to the Note Purchase Agreement have heretofore entered into the Note Purchase Agreement. The Company has heretofore issued the $37,500,000 6.41% Senior Notes, Series A, due June 15, 2013 and the $37,500,000 6.55% Senior Notes, Series B, due June 15, 2016 (collectively, the “Notes”) pursuant to the Note Purchase Agreement.
B. Concurrently with the execution of the Note Purchase Agreement, certain wholly owned Subsidiaries of the Obligors entered into that certain Guaranty Agreement, dated as of June 22, 2006, for the benefit of the holders of the Notes, pursuant to which such Subsidiaries (the “Subsidiary Guarantors”) guaranteed the Company’s obligations under the Notes and the Note Purchase Agreement (the “Subsidiary Guaranty”).
C. The Obligors and the Noteholders who have executed this Second Amendment (such Noteholders representing at least 51% in principal amount of the Notes currently outstanding) now desire to amend certain provisions of the Note Purchase Agreement upon a majority of the Noteholders’ acceptance in the space below and upon the satisfaction in full of each of the following conditions set forth in Section 2.1 hereto (the “Effective Date”) in the respects, but only in the respects, hereinafter set forth.
D. The Obligors and the Noteholders acknowledge that, in accordance with Section 17.2 of the Note Purchase Agreement, the Obligors must provide each Noteholder with sufficient information, 45 days in advance of the date a decision is required (the “Solicitation Period”), to enable such Noteholder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions of the Note Purchase Agreement or the Notes.
E. Notwithstanding the 45-day Solicitation Period required by Section 17.2 of the Note Purchase Agreement, the Obligors and the Noteholders now desire to waive the Solicitation Period.
F. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.
G. All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.
NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of the Second Amendment set forth in Section 2.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Obligors and the Noteholders do hereby agree as follows:
| SECTION | 1. AMENDMENTS. |
Section 1.1. Section 7.2(a) of the Note Purchase Agreement shall be amended by inserting before the “;” at the end thereof the following phrase:
“and a list of Excluded Subsidiaries (including the income generated by, and asset values of, properties owned by such Subsidiary and the aggregate amount and description of outstanding debt (including dates of assumption, coupon rates and maturity dates thereof) owed by such Subsidiary)”
Section 1.2 Defined Terms. Schedule B of the Note Purchase Agreement shall be amended as follows:
(a) The definition of “Excluded Subsidiary” shall be deleted in its entirety and replaced with the following definition:
““Excluded Subsidiary” means ACP East, LLC, ACP East Finance, LLC, AP Indian Creek, LLC, FP 500 First Street, LLC, Indian Creek Investors, LLC and each other New Asset Subsidiary; provided, however, that if any such Excluded Subsidiary ceases to be prohibited by its organizational documents or loan documents or other related financing documents, each as in effect on the date hereof, or in the case of a New Asset Subsidiary, on the date the relevant loan documents or other related financing documents were assumed by such New Asset Subsidiary or such entity becomes a Subsidiary of the Company, as applicable, and without extension, replacement, modification or renewal thereof, from incurring or guaranteeing other indebtedness, then such Excluded Subsidiary shall cease to be an Excluded Subsidiary and the Obligors shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a Subsidiary Guaranty.”
2
(b) A new definition of “New Asset Subsidiary” shall be added to read as follows:
““New Asset Subsidiary” means
(i) (A) any Subsidiary of the Company that has acquired from a Person other than the Company or a Subsidiary land or buildings that are encumbered by a Lien; provided that such Lien is not created in contemplation of or in connection with such acquisition; or
(B) any entity that becomes a Subsidiary of the Company and that at the time such entity becomes a Subsidiary of the Company owns land or buildings that are encumbered by a Lien; provided that such Lien was not created in contemplation of or in connection with such entity becoming a Subsidiary of the Company; or
(C) any Subsidiary or Subsidiaries of the Company, or entity or entities that become(s) a Subsidiary or Subsidiaries of the Company, that owns or together own 100% of the equity interests of a Subsidiary or entity described in clauses (A) or (B) above; and
(ii) such Subsidiary or entity, as the case may be, is prohibited by its organizational documents or loan documents or other related financing documents, without extension, replacement, modification or renewal thereof, from incurring or guaranteeing Indebtedness, other than the Indebtedness secured by the Lien described in clauses (A) or (B) above.”
| SECTION | 2. AGREEMENTS. |
Section 2.1. This Second Amendment shall become effective and binding upon the Company and the holders of the Notes on the Effective Date upon the satisfaction in full of each of the following conditions:
| (a) | Each holder of a Note shall have received this Second Amendment, duly executed by the Company and the Trust. |
(b) The holders of at least 51% in principal amount of the Notes outstanding shall have consented to this Second Amendment as evidenced by their execution thereof.
(c) The representations and warranties of the Company set forth in Section 2.2 hereof shall be true and correct as of the date of the execution and delivery of this Second Amendment.
(d) Each holder of a Note shall have received such certificates of officers of the Company and the Trust as it may reasonably request with respect to this Second Amendment and the transactions contemplated hereby.
(e) The Company shall have paid the fees and disbursements of the holders’ special counsel, Chapman and Cutler LLP, which fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this Second Amendment.
3
Section 2.2. The Obligors hereby jointly and severally represent and warrant that as of the date hereof and as of the date of execution and delivery of this Second Amendment:
(a) This Second Amendment and the transactions contemplated hereby are within the legal powers of the Obligors, have been duly authorized by all necessary legal action on the part of the Obligors, and this Second Amendment has been duly executed and delivered by the Obligors and constitutes a legal, valid and binding obligation of the Obligors enforceable against them in accordance with its terms.
(b) After giving effect to this Second Amendment, no Defaults or Events of Default under the Note Purchase Agreement shall exist and be continuing.
(c) The execution, delivery and performance of this Second Amendment by the Company does not and will not result in a violation of or default under (i) the limited partnership agreement of the Company, (ii) the declaration of trust or bylaws of the Trust, (iii) any agreement to which the Company is a party or by which it is bound or to which any of its properties is subject, (iv) any order, writ, injunction or decree binding on the Company, or (v) any statute, regulation, rule or other law applicable to the Company, except, in the case of (iii) through (v) above, for any violations or defaults that would not reasonably be expected to result in a Material Adverse Effect.
(d) No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery or performance by the Obligors of this Second Amendment, except where the failure to obtain such consents, approvals or authorizations, or to make such filings or declarations, would not reasonably be expected to result in a Material Adverse Effect.
(e) Schedule A attached to this Second Amendment lists properties owned by the Company which are encumbered by mortgages, together with the related income, asset values, maturity dates of the mortgages, dates of assumption and status as an Excluded Subsidiary, and such Schedule A is true and correct in all material respects.
(f) After giving effect to this Second Amendment and the terms of Section 2.1, each Subsidiary which owns an Eligible Unencumbered Property or is an obligor, borrower or guarantor of Indebtedness (other than Excluded Subsidiaries) will have delivered a Subsidiary Guaranty.
Section 2.3. This Second Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.
4
Section 2.4. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment may refer to the Note Purchase Agreement without making specific reference to this Second Amendment but nevertheless all such references shall include this Second Amendment unless the context otherwise requires.
Section 2.5. The descriptive headings of the various Sections or parts of this Second Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.
Section 2.6. This Second Amendment shall be governed by and construed in accordance with the law of the State of New York.
Section 2.7. The execution hereof by the parties hereto shall constitute a contract among the parties for the uses and purposes hereinabove set forth, and this Second Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.
[Signature page follows]
5
IN WITNESS WHEREOF, we have hereunto set our hands as of the date first set forth above.
| FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP | ||||||
| By: FIRST POTOMAC REALTY TRUST, Its sole general partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FIRST POTOMAC REALTY TRUST | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
6
| 1400 CAVALIER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| 1441 CROSSWAYS BLVD., LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP AIRPARK AB, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
(Signatures continued on next page)
7
| FP ASHBURN, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| AIRPARK PLACE, LLC | ||||||
| By: | Airpark Place Holdings LLC Its Sole Member | |||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP AMMENDALE COMMERCE CENTER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
(Signatures continued on next page)
8
| AQUIA TWO, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| CROSSWAYS II LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FPR HOLDINGS LIMITED PARTNERSHIP | ||||||
| By: | FPR General Partner, LLC Its General Partner | |||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
(Signatures continued on next page)
9
| FP CHESTERFIELD ABEF, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP CHESTERFIELD CDGH, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP DAVIS DRIVE LOT 5, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
(Signatures continued on next page)
10
| FP PROPERTIES, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP PROPERTIES II, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP DIAMOND HILL, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
(Signatures continued on next page)
11
| FP CAMPOSTELLA ROAD, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| GATEWAY HAMPTON ROADS, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP GATEWAY CENTER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
(Signatures continued on next page)
12
| FP GATEWAY 270, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| GATEWAY MANASSAS II, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP 2550 ELLSMERE AVENUE, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
(Signatures continued on next page)
13
| FP GATEWAY WEST II, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| GLEN DALE BUSINESS CENTER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| FP GOLDENROD LANE, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership Its Sole Member | |||||
| By: | First Potomac Realty Trust Its General Partner | |||||
| By: | /s/ Barry H. Bass | |||||
| Name: | Barry H. Bass | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
(Signatures continued on next page)
14
| FP GREENBRIER CIRCLE, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| GTC I SECOND LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP HANOVER AB, LLC | ||||||
| By: FPR Holdings Limited Partnership Its Sole Member | ||||||
| By: FPR General Partner, LLC Its General Partner | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
15
| FP HANOVER C, LLC | ||||||
| By: FPR Holdings Limited Partnership Its Sole Member | ||||||
| By: FPR General Partner, LLC Its General Partner | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP HANOVER D, LLC | ||||||
| By: FPR Holdings Limited Partnership Its Sole Member | ||||||
| By: FPR General Partner, LLC Its General Partner | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| HERNDON CORPORATE CENTER, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
16
| INTERSTATE PLAZA HOLDING, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| INTERSTATE PLAZA OPERATING, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| LINDEN II, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
17
| LUCAS WAY HAMPTON, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| NORFOLK COMMERCE PARK, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP PARK CENTRAL V, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
18
| FP PATRICK CENTER, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP PINE GLEN, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| RESTON BUSINESS CAMPUS, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
19
| FP RIVERS BEND, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP 500 & 600 HP WAY, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP 1408 STEPHANIE WAY, LLC | ||||||
| By: First Potomac Realty Investment Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
20
| FP STERLING PARK I, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| FP STERLING PARK 6, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP STERLING PARK 7, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
21
| FP STERLING PARK LAND, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| VIRGINIA CENTER, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP WEST PARK, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
22
| FP CRONRIDGE DRIVE, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP GIRARD BUSINESS CENTER, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP GIRARD PLACE, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
23
| TECHCOURT, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP PARK CENTRAL I, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP TRIANGLE, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
24
| 15395 JOHN MARSHALL HIGHWAY, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| WINDSOR AT BATTLEFIELD, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP NORTHRIDGE, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
25
| FP PARK CENTRAL II, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| 4212 TECHCOURT, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP 3 FLINT HILL, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
26
| 1211 CONNECTICUT AVENUE, LLC | ||
| By: | First Potomac DC Holdings, LLC | |
| Its Managing Member | ||
| By: | First Potomac Realty Trust Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP 440 1ST STREET, LLC | ||
| By: | First Potomac DC Holdings, LLC | |
| Its Managing Member | ||
| By: | First Potomac Realty Trust Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP ATLANTIC CORPORTATE PARK, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
27
| FP CANDLEWOOD, LLC | ||
| By: | First Potomac Realty Trust Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| AQUIA ONE, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| ENTERPRISE CENTER I, LLC | ||
| By: | Enterprise Center Manager, LLC | |
| Its Managing Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
28
| AP INDIAN CREEK. LLC | ||
| By: | FP Indian Creek, LLC | |
| Its Sole Member | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| INDIAN CREEK INVESTORS, LLC | ||
| By: | FP Indian Creek, LLC | |
| Its Sole Member | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
| FP PROSPERITY, LLC | ||
| By: | First Potomac Realty Investment Limited Partnership | |
| Its Sole Member | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: | /s/ Barry H. Bass | |
| Name: Barry H. Bass | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
(Signatures continued on next page)
29
| FP 535 INDEPENDENCE PARKWAY, LLC | ||||||
| By: First Potomac Realty Trust Limited Partnership Its Sole Member | ||||||
| By: First Potomac Realty Trust Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
30
Accepted and Agreed to:
| BENEFICIAL LIFE INSURANCE COMPANY | ||||||
| By : | ||||||
| Name: | ||||||
| Title: | ||||||
31
Accepted and Agreed to:
| FARM BUREAU LIFE INSURANCE COMPANY EQUITRUST LIFE INSURANCE COMPANY | ||||||
| By : | /s/ Herman L. Riva | |||||
| Name: Herman L. Riva | ||||||
| Title: Securities Vice President | ||||||
32
Accepted and Agreed to:
| OHIO NATIONAL LIFE ASSURANCE CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
33
Accepted and Agreed to:
| PACIFIC LIFE INSURANCE COMPANY (NOMINEE: MAC & CO) | ||||||
| By: | /s/ T. Anthony Premer | |||||
| Name: T. Anthony Premer | ||||||
| Title: Vice President | ||||||
| By: | /s/ Jennifer L. Portnoff | |||||
| Name: Jennifer L. Portnoff | ||||||
| Title: Assistant Secretary |
34
Accepted and Agreed to:
| MINNESOTA LIFE INSURANCE COMPANY | ||||||
| By: Advantus Capital Management, Inc. | ||||||
| By: | /s/ E.A. Bergsland | |||||
| Name: E.A. Bergsland | ||||||
| Title: Vice President | ||||||
35
Accepted and Agreed to:
| MTL INSURANCE COMPANY | ||||||
| By: Advantus Capital Management, Inc. | ||||||
| By: | /s/ E.A. Bergsland | |||||
| Name: E.A. Bergsland | ||||||
| Title: Vice President | ||||||
36
Accepted and Agreed to:
| SECURITY NATIONAL LIFE INSURANCE COMPANY | ||||||
| By: Advantus Capital Management, Inc. | ||||||
| By: | /s/ E.A. Bergsland | |||||
| Name: E.A. Bergsland | ||||||
| Title: Vice President | ||||||
37
Accepted and Agreed to:
| UNITED INSURANCE COMPANY OF AMERICA | ||||||
| By: Advantus Capital Management, Inc. | ||||||
| By: | /s/ E.A. Bergsland | |||||
| Name: E.A. Bergsland | ||||||
| Title: Vice President | ||||||
38
Accepted and Agreed to:
| BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. | ||||||
| By: Advantus Capital Management, Inc. | ||||||
| By: | /s/ Rose A. Lambros | |||||
| Name: Rose A. Lambros | ||||||
| Title: Vice President | ||||||
39
Accepted and Agreed to:
| CATHOLIC UNITED FINANCIAL (FKA: THE CATHOLIC AID ASSOCIATION) | ||||||
| By: Advantus Capital Management, Inc. | ||||||
| By: | /s/ Rose A. Lambros | |||||
| Name: Rose A. Lambros | ||||||
| Title: Vice President | ||||||
40
Accepted and Agreed to:
| FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN | ||||||
| By: Advantus Capital Management, Inc. | ||||||
| By: | /s/ Rose A. Lambros | |||||
| Name: Rose A. Lambros | ||||||
| Title: Vice President | ||||||
41
Accepted and Agreed to:
| FORT DEARBORN LIFE INSURANCE COMPANY | ||||||
| By: Advantus Capital Management, Inc. | ||||||
| By: | /s/ Rose A. Lambros | |||||
| Name: Rose A. Lambros | ||||||
| Title: Vice President | ||||||
42
Accepted and Agreed to:
| UNITED LIFE INSURANCE COMPANY | ||||||
| By: | /s/ Chad Gwenther | |||||
| Name: Chad Gwenther | ||||||
| Title: Portfolio Manager | ||||||
43
Accepted and Agreed to:
| THRIVENT FINANCIAL FOR LUTHERANS | ||||||
| By: | /s/ Patricia Eitrheim | |||||
| Name: Patricia Eitrheim | ||||||
| Title: Director | ||||||
44
Schedule A
PROPERTIES ENCUMBERED BY MORTGAGES, THE RELATED INCOME, ASSET VALUES, MATURITY
DATES OF THE MORTGAGES, DATES OF ASSUMPTION
45
Schedule A
| Encumbered Properties | Related Income (2010 NOI) | Asset Value (2010 Book Value) | Maturity Date | Date of Assumption | Subsidiary Guaranty Status | |||||||||||||||
| 403/405 Glenn Drive | $ | 1,302,109 | $ | 17,105,643 | 7/1/2011 | 10/7/2005 | Prohibited | |||||||||||||
| 4612 Navistar Drive | 1,831,546 | 19,547,427 | 7/11/2011 | 12/23/2004 | Prohibited | |||||||||||||||
| Campus at Metro Park | 3,017,841 | 35,569,860 | 2/11/2012 | 12/23/2004 | Prohibited | |||||||||||||||
| One Fair Oaks(1) | 4,956,210 | 62,500,000 | 6/11/2012 | 4/8/2011 | Prohibited | |||||||||||||||
| 1434 Crossways Boulevard Building II | 1,429,028 | 13,195,257 | 8/5/2012 | 8/17/2005 | Prohibited | |||||||||||||||
| Crossways Commerce Center | 4,277,505 | 29,418,277 | 10/1/2012 | 9/6/2002 | Prohibited | |||||||||||||||
| Newington Business Park Center | 2,311,515 | 13,581,907 | 10/1/2012 | 9/6/2002 | Prohibited | |||||||||||||||
| Prosperity Business Center | 875,204 | 9,091,859 | 1/1/2013 | 11/3/2005 | Allowed | |||||||||||||||
| Cedar Hill I & III(1) | 2,008,251 | 22,800,000 | 2/11/2013 | 2/22/2011 | Prohibited | |||||||||||||||
| Merrill Lynch Building(1) | 907,588 | 11,000,000 | 2/13/2013 | 2/22/2011 | Prohibited | |||||||||||||||
| 1434 Crossways Boulevard Building I | 1,219,667 | 10,777,817 | 3/5/2013 | 8/17/2005 | Prohibited | |||||||||||||||
| Linden Business Center | 702,181 | 14,636,909 | 10/1/2013 | 10/13/2005 | Prohibited | |||||||||||||||
| 840 First Street, NE(1) | 7,149,242 | 90,000,000 | 10/1/2013 | 3/14/2011 | Prohibited | |||||||||||||||
| Owings Mills Business Center | 761,752 | 8,618,669 | 3/1/2014 | 11/3/2005 | Prohibited | |||||||||||||||
| Annapolis Commerce Park East | 1,680,506 | 17,569,706 | 6/1/2014 | 6/18/2007 | Prohibited | |||||||||||||||
| Cloverleaf Center | 3,134,384 | 20,677,995 | 10/8/2014 | 10/4/2009 | Allowed | |||||||||||||||
| Plaza 500 | 5,550,636 | 32,088,015 | 8/1/2015 | 7/18/2005 | Prohibited | |||||||||||||||
| Van Buren Business Park | 1,165,921 | 9,984,184 | 8/1/2015 | 7/18/2005 | Prohibited | |||||||||||||||
| Rumsey Center | 1,323,689 | 11,132,963 | 8/1/2015 | 7/18/2005 | Prohibited | |||||||||||||||
| Snowden Center | 1,532,314 | 14,769,258 | 8/1/2015 | 7/18/2005 | Prohibited | |||||||||||||||
| Greenbrier Technology Center II | 616,408 | 5,164,955 | 8/1/2015 | 7/18/2005 | Prohibited | |||||||||||||||
| Norfolk Business Center | 703,970 | 4,471,601 | 8/1/2015 | 7/18/2005 | Prohibited | |||||||||||||||
| Northridge I & II | 752,327 | 8,029,682 | 8/1/2015 | 7/18/2005 | Prohibited | |||||||||||||||
| 15395 John Marshall Highway | 2,287,603 | 15,606,980 | 8/1/2015 | 7/18/2005 | Prohibited | |||||||||||||||
| Hanover Building D | 26,432 | 3,304,229 | 8/1/2015 | 6/27/2006 | Allowed | |||||||||||||||
| Hanover Building C | 244,117 | 3,865,389 | 12/1/2017 | 6/27/2006 | Allowed | |||||||||||||||
| Chesterfield Buildings C, D, G and H | 489,378 | 8,813,036 | 8/1/2015 | 6/27/2006 | Allowed | |||||||||||||||
| Chesterfield Buildings A, B, E and F | 461,207 | 6,535,018 | 6/1/2021 | 6/27/2006 | Allowed | |||||||||||||||
| 7458 Candlewood Road | 1,955,256 | 2) | 20,152,612 | 1/1/2016 | 12/29/2010 | Allowed | ||||||||||||||
| Gateway Centre Building I | -19,311 | 3,308,067 | 11/1/2016 | 7/20/2005 | Prohibited | |||||||||||||||
| 500 First Street, NW | 4,306,963 | (2) | 59,161,239 | 7/1/2020 | 6/30/2010 | Prohibited | ||||||||||||||
| Battlefield Corporate Center | 721,165 | (2) | 7,426,054 | 11/1/2020 | 10/28/2010 | Allowed | ||||||||||||||
| Airpark Business Center | 267,187 | 2,987,784 | 6/1/2021 | 6/27/2006 | Allowed | |||||||||||||||
| (1) | 2011 Acquisition: income is first full year projected NOI and Asset Value is Purchase Price |
| (2) | 2010 Acquisition: First full year projected NOI |
46
