COMMITMENT INCREASE AGREEMENT
Exhibit 10.1
This Commitment Increase Agreement (this “Agreement”) is made as of June 1, 2010.
Reference is made to that certain Second Amended and Restated Revolving Credit Agreement, dated as
of December 29, 2009, among First Potomac Realty Investment Limited Partnership, a Delaware limited
partnership (“FPLP”), certain of its Wholly-Owned Subsidiaries (FPLP and such Wholly-Owned
Subsidiaries being hereinafter referred to collectively as the “Borrower”), KeyBank
National Association (“KeyBank”) and the other lending institutions which are or may become
parties thereto (individually, a “Lender” and collectively, the “Lenders”), KeyBank, as
Administrative Agent (the “Administrative Agent”), as amended by that certain letter
agreement dated as of February 18, 2010 and Attachment 1 thereto dated as of February 25, 2010, and
that certain Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement dated as of
May 14, 2010 (as further amended from time to time, the “Credit Agreement”).
WHEREAS, Section 2.8 of the Credit Agreement provides that the Borrower may request that the
Total Commitment be increased by up to $100,000,000 (from $175,000,000 to an amount up to
$275,000,000);
WHEREAS, the Borrower has requested that the Total Commitment be increased by $50,000,000 (the
“Increase”) to $225,000,000;
WHEREAS, USBank National Association and TD Bank, N.A. (the “New Lenders”) have each
agreed to provide new Commitments to the Borrower in connection with the Increase and to become
parties to the Credit Agreement on the terms set forth herein;
WHEREAS, the Commitments and the Commitment Percentages of the Lenders, after giving effect to
the Increase, will be adjusted as reflected on Annex 1 attached hereto, such that, after
giving effect to the Increase, the Total Commitment will be $225,000,000; and
WHEREAS, the Administrative Agent is willing to give effect to the Increase provided that the
Borrower, the Administrative Agent and the New Lenders enter into this Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
All capitalized terms used herein without definition shall have the meanings given such terms
in the Credit Agreement.
1. Funding of Commitment Increase. Pursuant to Section 2.8 of the Credit Agreement,
the New Lenders hereby agree to fund the Increase, with each Lender having the resulting Commitment
and Commitment Percentage set forth on Annex 1 attached hereto.
2. Amendment
of Schedule 1. Schedule 2 to the Credit Agreement is hereby
amended to reflect the Lenders’ adjusted Commitments and Commitment Percentages and the increase in
the Total Commitment, as set forth on Annex 1 attached hereto. The Administrative Agent
shall make such arrangements with the Lenders as shall be necessary to provide that each
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Lender shall hold its Commitment Percentage of the outstanding Revolving Credit Loans after giving
effect to this Agreement.
3. Affirmation and Acknowledgment. The Borrower hereby ratifies and confirms all of
its Obligations to the Lenders, including, without limitation, the Loans, the Notes, the other Loan
Documents, and the Borrower hereby affirms its absolute and unconditional promise to pay to the
Lenders all Obligations under (and as defined in) and upon the terms and conditions set forth in
the Credit Agreement.
4. New Lender Provisions. (a) Subject to the terms and conditions of this Agreement,
each New Lender hereby agrees to lend, without recourse to the Lenders or the Administrative Agent,
on and after the Increase Effective Date (defined below), that portion of the Total Commitment, as
the case may be, equal to the amount set forth on Annex 1 attached hereto opposite its
name, in accordance with the terms and conditions set forth herein and in the Credit Agreement, and
acknowledge, without limitation, that the Borrower may from time to time borrow, repay and reborrow
such amounts from each such Lender as provided in the Credit Agreement. Each New Lender hereby
agrees to be bound by, and shall be entitled to the benefits of and, to the extent of its
Commitment, shall be bound by the obligations of, the terms and conditions of the Credit Agreement
as if such New Lender had been one of the lending institutions originally executing the Credit
Agreement as a “Lender”; provided that nothing herein shall be construed as making any of
the New Lenders liable to the Borrower or the other Lenders in respect of any acts or omissions of
any party to the Credit Agreement or in respect of any other event occurring prior to the Increase
Effective Date.
(b) Each New Lender (i) represents and warrants that it has full power and authority, and has
taken all action necessary, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and to become a Lender under the Credit Agreement; (ii) confirms
that it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 7.4 or 8.4 of the Credit Agreement and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement; (iii) agrees that it will, independently and without
reliance upon the Lenders or the Administrative Agent and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iv) represents and warrants that it is an Eligible
Assignee; (v) appoints and authorizes the Administrative Agent to take such action as
Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the
other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together
with such powers as are reasonably incidental thereto; and (vi) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender.
5. Representations and Warranties. The Borrower hereby represents and warrants to the
Lenders as follows:
(a) The execution and delivery by the Borrower of this Agreement, and the performance by the
Borrower of its obligations and agreements under this Agreement and the Credit Agreement, are
within the authority of the Borrower, have been duly authorized by all
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necessary proceedings on behalf of the Borrower and do not and will not materially contravene
any provision of law, statute, rule or regulation to which the Borrower is subject or the
Borrower’s agreement of limited partnership, certificate of limited partnership, articles of
organization, certificate of formation, or operating agreement, as the case may be, or of any
agreement or other instrument binding upon the Borrower (except for any such failure to comply
under any such agreement or other instrument as would not have a material adverse effect on the
business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP
or any other member of the Potomac Group).
(b) This Agreement and the Credit Agreement constitute legal, valid and binding obligations of
the Borrower, enforceable in accordance with their respective terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally
the enforcement of creditors’ rights and except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought.
(c) Other than approvals or consents which have been obtained or those which would not have a
material adverse effect on the business, operations, assets, condition (financial or otherwise) or
properties of the Trust, FPLP or any other member of the Potomac Group, no approval or consent of
any governmental agency or authority is required to make valid and legally binding the execution,
delivery or performance by the Borrower of this Agreement; and no filing with any governmental
agency or authority is required in connection with the execution, delivery or performance by the
Borrower of this Agreement, other than filings which will be made with the SEC when and as required
by law or deemed appropriate by Borrower.
(d) Each of the representations and warranties made by or on behalf of the Borrower, the Trust
or any of their respective Subsidiaries contained in this Agreement, the Credit Agreement
(including, without limitation, Sections 8.6 and 8.7 thereof), the other Loan Documents or in any
document or instrument delivered pursuant to or in connection with the Credit Agreement are true as
of the Increase Effective Date.
(e) No Default or Event of Default has occurred and is continuing (both before and after
giving effect to the Increase and this Agreement).
6. Conditions Precedent. This Agreement shall be deemed to be effective as of the
date first written above (the “Increase Effective Date”), subject to the execution and
delivery of the following documents, each in form and substance satisfactory to the Administrative
Agent, and the payment of certain fees and expenses noted below on or before such date:
(a) this Agreement executed by the Borrower, each New Lender, and the Administrative Agent;
(b) a Revolving Credit Note issued in favor of each New Lender in the original principal
amount of such New Lender’s Commitment, duly executed, authorized and delivered by the Borrower;
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(c) a certificate dated as of the date hereof signed by a duly authorized officer of the
Borrower (i) certifying that the Increase is duly authorized by the Borrower and attaching the
resolutions evidencing such authorization, (ii) certifying that the Increase Conditions have been
satisfied and setting forth the applicable conditions, (iii) certifying that there have been no
amendments to the organizational documents of the Borrower and the Guarantor since the Closing
Date;
(d) an incumbency certificate in accordance with Section 12.4 of the Credit Agreement;
(e) an opinion of counsel in form and substance reasonably satisfactory addressed to the
Lenders and the Agent from Xxxxxxxxx Xxxxxxxx LLP and, if any, state specific local counsel who are
reasonably satisfactory to Agent, each as counsel to the Borrower, the Trust and their respective
Subsidiaries, with respect to applicable law; and
(f) receipt by Agent in immediately available funds of the fees agreed to set forth in the
settlement statement prepared by Agent in connection with the Increase.
7. Payments to New Lenders. From and after the Increase Effective Date, the Borrower
shall make all payments in respect of any New Lenders’ Commitment, including payments of principal,
interest, fees and other amounts payable under the Credit Agreement, to the Administrative Agent
for the account of such New Lender in accordance with the terms of the Credit Agreement.
8. Miscellaneous Provisions.
(a) This agreement and each of the other loan documents, except as otherwise specifically
provided therein, are contracts under the laws of the State of New York and shall for all purposes
be construed in accordance with and governed by the laws of such state (excluding the laws
applicable to conflicts or choice of law).
(b) This Agreement may be executed in any number of counterparts, but all such counterparts
shall together constitute but one instrument. In making proof of this Agreement it shall not be
necessary to produce or account for more than one counterpart signed by each party hereto by and
against which enforcement hereof is sought. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile shall be as effective as delivery of an original executed
counterpart of this Agreement.
(c) The Borrower hereby agrees to pay to the Administrative Agent, on demand by the
Administrative Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the
Administrative Agent in connection with the preparation of this Agreement (including reasonable
legal fees).
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IN WITNESS WHEREOF, the Borrower, the New Lenders, and the Administrative Agent have duly
executed this Agreement as of the date first above written.
| KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
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| USBANK NATIONAL ASSOCIATION, as a New Lender |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
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| TD BANK, N.A., as a New Lender |
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| By: | /s/ Xxxxxxxx Xxxxx | |||
| Name: | Xxxxxxxx Xxxxx | |||
| Title: | Assistant Vice President | |||
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| BORROWER: FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP |
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| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| 1400 CAVALIER, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| 0000 XXXXXXXXX XXXX., LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XX XXXXXXX, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| XXXXXXX XXXXX, LLC |
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| 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/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP AMMENDALE COMMERCE CENTER, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AQUIA TWO, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| CROSSWAYS II LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FPR HOLDINGS LIMITED PARTNERSHIP |
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| 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/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XX XXXXX DRIVE LOT 5, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| FP PROPERTIES, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP PROPERTIES II, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP DIAMOND HILL, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| FP CAMPOSTELLA ROAD, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| GATEWAY HAMPTON ROADS, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP GATEWAY 270, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| XXXXXXX XXXXXXXX II, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP 0000 XXXXXXXX XXXXXX, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP GATEWAY WEST II, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| FP GOLDENROD LANE, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP GREENBRIER CIRCLE, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| GTC I SECOND LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| FP HANOVER AB, LLC |
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| 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/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XXXXXXX CORPORATE CENTER, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XXXXXX XX, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| (Signatures continued on next page) |
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| XXXXX XXX XXXXXXX, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP PARK CENTRAL V, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XX XXXXXXX CENTER, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| FP XXXX XXXX, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| RESTON BUSINESS CAMPUS, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XX XXXXXX BEND, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| FP 500 & 600 HP WAY, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| FP 0000 XXXXXXXXX XXX, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XX XXXXXXXX PARK I, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| XX XXXXXXXX PARK II, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| VIRGINIA CENTER, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XX XXXX PARK, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| FP CRONRIDGE DRIVE, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XX XXXXXX BUSINESS CENTER, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XX XXXXXX PLACE, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
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| TECHCOURT, LLC |
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| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| 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/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| 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/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
(Signatures continued on next page)
-22-
[Consent to Commitment Increase Agreement]
CONSENT OF GUARANTOR
FIRST POTOMAC REALTY TRUST (the “Guarantor”) has guaranteed the Obligations (as
defined in the Guaranty by the Guarantor in favor of the Lenders and the Agent, dated as of
December 29, 2009 (the “Guaranty”). By executing this consent, the Guarantor hereby
absolutely and unconditionally reaffirms to the Agent and the Lenders that the Guarantor’s Guaranty
remains in full force and effect after giving effect to the Increase (as defined in the Commitment
Increase Agreement to which this Consent is attached). In addition, the Guarantor hereby
acknowledges the terms and conditions of this Commitment Increase Agreement and the Credit
Agreement and the other Loan Documents as amended hereby (including, without limitation, the making
of the representations and warranties and the performance of the covenants applicable to it in the
Guaranty).
| GUARANTOR: FIRST POTOMAC REALTY TRUST |
||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Xxxxx Xxxx, Executive Vice President and | ||||
| Chief Financial Officer | ||||
-23-
ANNEX 1
Schedule 2
Lender’s Commitments
| Commitment | ||||||||
| Lender | Commitment | Percentage | ||||||
KeyBank National Association |
$ | 40,000,000 | 17.777778 | % | ||||
Contact: Xxxx X. Xxxxx 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 email: xxxx_x_xxxxx@xxxxxxx.xxx |
||||||||
Wachovia Bank, National Association |
$ | 20,000,000 | 8.888889 | % | ||||
Contact: Participation Specialized Loans 000 Xxxxx Xxxxxxx Xxxxxx, 00xx Floor Mail Code: XX0000 Xxxxxxxxx, XX 00000 Phone: (000) 000-0000 option 4, option 1 Fax: (000) 000-0000 email: XxxxxxxxxxxXxxxx@xxxxxxxx.xxx |
||||||||
Xxxxx Fargo National Association |
$ | 20,000,000 | 8.888889 | % | ||||
Contact: Xxxxxx XxXxxxx 0000 X Xxxxxx, XX, Xxxxx 000 Xxxxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 email: xxxxxx.x.xxxxxxx@xxxxxxxxxx.xxx |
||||||||
-24-
| Commitment | ||||||||
| Lender | Commitment | Percentage | ||||||
Bank of Montreal |
$ | 40,000,000 | 17.000000 | % | ||||
Contact: Xxxxx Xxxxxx 000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx Xxxx Xxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 email: xxxxx.xxxxxx@xxx.xxx |
||||||||
PNC Bank, National Association |
$ | 30,000,000 | 13.333333 | % | ||||
Contact: Xxxxxxxx Xxxxxxxxx 000 00xx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 email: xxxxxxxx.xxxxxxxxx@xxx.xxx |
||||||||
Chevy Chase Bank, F.S.B. |
$ | 25,000,000 | 11.111111 | % | ||||
Contact: Xxxx Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 email: xxxxxx@xxxxxxxxxx.xxx email copy to : xxxxxxxxxx@xxxxxxxxxx.xxx |
||||||||
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| Commitment | ||||||||
| Lender | Commitment | Percentage | ||||||
USBank National Association |
$ | 30,000,000 | 13.333333 | % | ||||
Contact: Xxxx Xxxxxxx USBank National Association 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000 XxXxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 email: xxxx.xxxxxxx@xxxxxx.xxx |
||||||||
TD Bank, N.A. |
$ | 20,000,000 | 8.888889 | % | ||||
Contact: Xxxxxxxx Xxxxx T.D. Bank, N.A. 00 Xxxxxxxxx Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 email: Xxxxxxxx.xxxxx@xxxxxxxxxxx.xxx |
||||||||
Total: |
$ | 225,000,000 | 100.0 | % | ||||
| * | Percentages truncated to six decimal places for purposes of Schedule 2 |
-26-
