FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP
Exhibit 10.1
FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP
0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Dated as of: February 8, 2013
KeyBank National Association,
as Administrative Agent
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxx
| Re: | Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement and Consent |
Ladies and Gentlemen:
We refer to the Third Amended and Restated Revolving Credit Agreement dated as of June 16, 2011 (as amended, restated, modified, renewed, supplemented and in effect from time to time, the “Credit Agreement”), by and among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, and certain of its Wholly-Owned Subsidiaries and other Subsidiaries (collectively, the “Borrowers”), KEYBANK NATIONAL ASSOCIATION and the other lending institutions which are parties thereto (individually, a “Lender” and collectively, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as administrative agent for itself and each other Lender (the “Agent”) and certain other parties. Capitalized terms used in this letter of agreement (this “Amendment”) which are not defined herein, but which are defined in the Credit Agreement, shall have the same meanings herein as therein, as the context so requires.
We have requested that the Lenders: (1) amend the Credit Agreement to, among other things, (a) modify the covenant relating to the ratio of Consolidated Total Indebtedness to Consolidated Gross Asset Value set forth in §10.1, (b) modify the covenant relating to Consolidated Debt Yield set forth in §10.2, (c) modify the covenant relating to Consolidated Tangible Net Worth set forth in §10.4, and (d) modify the covenant relating to the ratio of Consolidated Total Indebtedness to the Value of Unencumbered Properties set forth in §10.5, and (2) consent under §9.4(b) of the Credit Agreement to the exclusion of the Permanent Disposition (as hereinafter defined) of the Real Estate Assets comprising the Industrial Portfolio (as hereinafter defined) from the calculation of net sales price of Real Estate Assets and other property sold, transferred or otherwise disposed of in any four-quarter period for the purposes of the twenty percent (20%) threshold set forth in said §9.4(b) for the sale, transfer and disposition of Real Estate Assets and other property; and you have advised us that the Lenders are prepared to make the amendments and provide the consent as set forth herein, including to reflect the foregoing as requested by us, on the terms and conditions set forth herein, including, without limitation, that we join in this Amendment.
Accordingly, in consideration of these premises, the promises, mutual covenants and agreements contained in this Amendment, and fully intending to be legally bound by this Amendment, we hereby agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
Effective as of February 8, 2013 (the “Amendment No. 2 Effective Date”), and subject to the fulfillment of the conditions contained in Article III of this Amendment, the Credit Agreement is hereby amended in each of the following respects:
1. Definitions. §1.1 of the Credit Agreement is amended as follows:
(a) The following new definitions are inserted after the definition of “Amendment No. 1 Effective Date” and before the definition of “Anti-Terrorism Laws”:
“Amendment No. 2. The Amendment No. 2 to this Agreement dated as of February 8, 2013 by and among the Borrower, the Agent and the Lenders.
Amendment No. 2 Effective Date. February 8, 2013.”
(b) The following new definition is inserted after the definition of “Indebtedness” and before the definition of “Information”:
“Industrial Portfolio. The Real Estate Assets listed on Schedule 10.4 hereto.”
(c) The following new definition is inserted after the definition of “Net Operating Income” and before the definition of “New Debt”:
“Net Sales Proceeds. The aggregate cash proceeds received by the Borrower, any Subsidiary or any Partially-Owned Entity in connection with the consummation of any Permanent Disposition net of the following costs and expenses, as evidenced by invoices or other evidence reasonably acceptable to Agent: (a) all reasonable and customary out-of-pocket costs paid or payable by such Borrower, Subsidiary or Partially-Owned Entity in connection with such Permanent Disposition (including, without limitation, legal, accounting and investment banking fees, sales commissions and taxes), and (b) for Permanent Dispositions involving the sale of any Real Estate Asset that is encumbered by Indebtedness, the repayment of such Indebtedness, including, without limitation, prepayment fees and yield maintenance charges.”
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(d) The following new definition is inserted after the definition of “PBGC” and before the definition of “Permits”:
“Permanent Disposition. With respect to any Real Estate Asset, the permanent disposition by sale or assignment of the entire fee simple or leasehold interest in such Real Estate Asset, as applicable.”
(e) The definition of “Unsecured Consolidated Total Indebtedness” is amended by inserting at the end thereof the following new sentence: “Notwithstanding the foregoing, Unsecured Consolidated Total Indebtedness shall include Recourse Indebtedness that is secured solely by partnership or other ownership interests in any Subsidiary or Partially-Owned Entity that owns a Real Estate Asset that is encumbered by a mortgage securing Indebtedness, provided, however, the 2007 Term Loan shall be excluded from Unsecured Consolidated Total Indebtedness except if the outstanding principal amount thereof at any date of determination exceeds $10,000,000, in which case, the principal amount thereof in excess of $10,000,000 shall be included in Unsecured Consolidated Total Indebtedness. In no event shall any Indebtedness under that certain Secured Term Loan Agreement dated as of February 8, 2013 (the “2013 Term Loan Agreement”) among certain Subsidiaries of FPLP, KeyBank National Association, individually and as administrative agent, and certain other lenders be included in Unsecured Consolidated Total Indebtedness unless, and then only to the extent that, the principal amount of such Indebtedness is increased above the Total Commitment (as defined in the 2013 Term Loan Agreement) on the date of this Agreement.”
2. Title to Properties; Leases; Eligible Unencumbered Properties in the Unencumbered Pool. §7.3(d) is amended by deleting the words “Amendment No. 1 Effective Date” where it appears therein and replacing them with “Amendment No. 2 Effective Date.”
3. Structured Finance Investments. §9.3(h) is amended by (A) deleting “June 30, 2013” where the same appears in clause (i) thereof and substituting “September 30, 2013” therefor, and (B) deleting “September 30, 2013” where the same appears in clause (ii) thereof and substituting “December 31, 2013” therefor.
4. Consolidated Total Leverage Ratio. §10.1 is deleted in its entirety and the following is substituted in lieu thereof:
“§10.1 Consolidated Total Leverage Ratio. At all times, (i) for each fiscal quarter ending on or after December 31, 2012 through the fiscal quarter ending September 30, 2013, Consolidated Total Indebtedness shall not exceed sixty-five percent (65%) of Consolidated Gross Asset Value as of the last day of such fiscal quarter, and (ii) for each fiscal quarter ending on or after December 31, 2013, Consolidated Total Indebtedness shall not exceed sixty percent (60%) of Consolidated Gross Asset Value as of the last day of such fiscal quarter. This covenant shall be tested quarterly as of the last day of the applicable quarter.”
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5. Consolidated Debt Yield. §10.2 is deleted in its entirety and the following is substituted in lieu thereof:
“§10.2 Consolidated Debt Yield. At all times, as tested at the end of each fiscal quarter, (i) for each fiscal quarter ending on or after December 31, 2012 through the fiscal quarter ending September 30, 2013, the Consolidated Debt Yield shall not be less than ten percent (10%), and (ii) for each fiscal quarter ending on or after December 31, 2013, the Consolidated Debt Yield shall not be less than eleven percent (11%).”
6. Net Worth. §10.4 of the Credit Agreement is amended (i) by deleting the words “Closing Date” and substituting in lieu thereof the words “Amendment No. 1 Effective Date”, (ii) by deleting “Consolidated Net Worth” where it appears, at the end thereof, in the phrase “on or prior to the date such determination of Consolidated Net Worth is made” and substituting “Consolidated Tangible Net Worth” therefor, and (iii) adding the following proviso after the end of such phrase: “; provided, however, that the dollar amount used in clause (i) above for the purpose of calculating the sum set forth in this Section 10.4 for each date of determination shall reduce by an amount equal to sixty-five percent (65%) of the Net Sales Proceeds of the Permanent Disposition of any of the Real Estate Assets included in the Industrial Portfolio, which Real Estate Assets and the respective direct and indirect owners thereof are listed on Schedule 10.4 hereto, provided that, for each such Permanent Disposition, such reduction shall not apply unless and until (y) Agent shall have received evidence satisfactory to Agent of such Permanent Disposition and of the amount of the Net Sales Proceeds therefrom, which Agent shall endeavor to approve or disapprove, and shall provide any reasons for disapproval with reasonable specificity, in writing via electronic mail transmission to the Chief Financial Officer, Chief Accounting Officer and Director, Finance & Treasury of the Trust (at xxxxxxxx@xxxxx-xxxxxxx.xxx, xxxxxx@xxxxx-xxxxxxx.xxx, and xxxxxxxx@xxxxx-xxxxxxx.xxx, or such other electronic mail addresses of which the Borrower shall give Agent prior written notice) no later than ten (10) business days following receipt of such evidence from the Borrower, and (z) in the case of such Permanent Disposition of any Real Estate Asset which is in the Unencumbered Pool, such Real Estate Asset shall have been duly released from the Unencumbered Pool in accordance with the terms hereof.”
7. Unencumbered Pool Leverage. §10.5 is deleted in its entirety and the following is substituted in lieu thereof:
“§10.5 Unencumbered Pool Leverage. At all times, as tested at the end of each fiscal quarter and any other date of measurement, (i) for each fiscal quarter ending on or after December 31, 2012 through the fiscal quarter ending September 30, 2013, Unsecured Consolidated Total Indebtedness shall not exceed sixty-five percent (65%) of the aggregate Value of Unencumbered Properties on the last day of such fiscal quarter, and (ii) for each fiscal quarter ending on or after December 31, 2013, Unsecured Consolidated Total Indebtedness shall not exceed sixty percent (60%) of the aggregate Value of Unencumbered Properties on the last day of such fiscal quarter. For purposes of the covenant set forth in this §10.5, any New Debt incurred by the Borrower after the date hereof shall be deemed to be Unsecured Consolidated Total Indebtedness.”
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8. Schedules.
(a) The existing Schedules 1, 7.1(b), 7.3(c), 7.3(d), 7.13, and 7.19 to the Credit Agreement are deleted in their entirety and the updated Schedules 1, 7.1(b), 7.3(c), 7.3(d), 7.13, and 7.19 attached hereto are substituted in lieu thereof.
(b) The new Schedule 10.4 attached hereto is attached to the Credit Agreement and made a part thereof.
ARTICLE II
CONSENT TO EXCLUSION OF INDUSTRIAL PORTFOLIO
The Borrower intends to consummate the Permanent Disposition, in a four-quarter period, of the Industrial Portfolio and of certain other Real Estate Assets (the “Other Sale Properties”). The aggregate sales price (net of (i) any Indebtedness secured by a Lien on such Real Estate Assets or other property, if any, and (ii) the purchase price of any Real Estate Assets or other property acquired during such four-quarter period, minus closing costs and any Indebtedness secured by a Lien on such acquired Real Estate Assets or other property) (the “Net Sales Price”) of the Permanent Disposition of the Industrial Portfolio and the Other Sale Properties could exceed twenty percent (20%) of the most recently reported Consolidated Gross Asset Value. Accordingly, Borrower has requested that the Lenders consent, and, subject to Article III hereof, the Lenders do consent, to the Borrower’s exclusion of the Permanent Disposition of the Industrial Portfolio (or any individual Real Estate Asset contained therein) from the calculation of the Net Sales Price that is subject to the twenty percent (20%) threshold set forth in §9.4(b) with respect to the Sale (as defined in §9.4(b)) of Real Estate Assets or other property, provided that, for any period of time during which Borrower excludes the Permanent Disposition of the Industrial Portfolio (or any individual Real Estate Asset contained therein) from such calculation, Borrower agrees that the Net Sales Price of the Sale of the Other Sale Properties and any other property shall not exceed ten percent (10%), rather than twenty percent (20%), of the most recently reported Consolidated Gross Asset Value. For the avoidance of doubt, the consent provided under this Article II shall apply only with respect to the twenty percent (20%) threshold set forth in the first sentence of §9.4(b) for the Sale of Real Estate Assets or other property and not with respect to any other threshold set forth in said §9.4(b) (including the twenty percent (20%) threshold with respect to Indebtedness Liens or the two percent (2%) threshold requiring the provision of a compliance certificate with respect to any Sale or Indebtedness Lien).
ARTICLE III
CONDITIONS PRECEDENT TO AMENDMENT AND CONSENT
The Lenders’ agreement herein to amend the Credit Agreement and provide the consent hereunder as of the Amendment No. 2 Effective Date is subject to the fulfillment to the satisfaction of the Lenders of the following conditions precedent on or prior to such date:
1. Each of the Borrowers shall have executed and delivered (or caused to be delivered) to the Agent a counterpart of this Amendment;
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2. The Guarantor and each Subsidiary Guarantor shall have acknowledged and consented to the provisions of this Amendment;
3. The Agent and the Majority Lenders shall have executed this Amendment;
4. The representations and warranties of the Borrowers and the Guarantor set forth herein shall be true and correct;
5. The Borrower shall have furnished to the Agent and the Lenders a Compliance Certificate (such Compliance Certificate to be substantially in the form attached as Exhibit C to the Credit Agreement) evidencing compliance with the covenants set forth in Article 10 of the Credit Agreement for the fiscal quarter ending December 31, 2012 after giving effect to the terms of this Amendment; provided the Agent and the Lenders hereby acknowledge that such Compliance Certificate and the preliminary financial statements of the Trust for the fiscal quarter ended December 31, 2012 on which it is based are currently under review by the Accountants and are subject to further revision prior to the filing by the Trust of its Form 10-K for the year ended December 31, 2012. Borrower hereby acknowledges and agrees that, to the best of its knowledge, such financial statements are true, correct and complete in all material respects. The foregoing acknowledgement by Agent and the Lenders shall be subject in all respects to Paragraph 5 of Article IV below and, without limiting the foregoing, shall not constitute a waiver by the Agent or any Lender of any Default (including any such Default that may arise as a result of any revision to the preliminary financial statements referenced above) or otherwise limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Agent or any Lender with respect to Borrower’s obligations to comply with the covenants as set forth in the Credit Agreement (after giving effect to this Amendment);
6. In consideration of the amendments contained herein, the Borrower shall have paid to the Agent a fee for the benefit of each of the Lenders executing this Amendment in an amount equal to Fifteen Thousand and 00/100 Dollars ($15,000.00) per Lender executing this Amendment, along with, to the Agent, the reasonable fees, charges and disbursements of Agent’s counsel in connection with the preparation hereof, or satisfactory arrangements therefor shall have been made; and
7. The Agent shall have received such other documentation and information as it may reasonably require, all of which shall be in form and substance satisfactory to the Agent, including, without limitation, such items set forth in the closing agenda provided by counsel to Agent to the Borrower in connection with this Amendment.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each of the Borrowers, the Guarantor and the Subsidiary Guarantors hereby represents and warrants to you as follows:
1. Representations and Warranties. Each of the representations and warranties made by such Borrowers, the Guarantor and such Subsidiary Guarantor, as applicable, to the Agent and the Lenders in this Amendment, the Credit Agreement and other Loan Documents, as applicable, was true, correct and complete when made and is true, correct and complete on and as of the Amendment No. 2 Effective Date with the same full force and effect as if each of such representations and warranties had been made by such Borrowers, the Guarantor or such Subsidiary Guarantor, as applicable on the Amendment No. 2 Effective Date and in this Amendment, in each case after giving effect to this Amendment, except to the extent that such representations and warranties relate solely to a prior date, in which case such representations and warranties shall be true, correct and complete on and as of the date when made.
2. No Defaults or Events of Default. After giving effect to this Amendment, no Default or Event of Default exists on the Amendment No. 2 Effective Date, and no condition exists on the date hereof which would, with notice or the lapse of time, or both, constitute a Default or an Event of Default under the Credit Agreement.
3. No Material Adverse Change. There has been no material adverse change in the business, assets, operations, condition (financial or otherwise) or properties of the Trust, FPLP or, taken as a whole, the Potomac Group since September 30, 2012 or, as of the Amendment No. 2 Effective Date, in the facts and information regarding the Trust, FPLP or, taken as a whole, the Potomac Group as most recently provided to the Agent and the Lenders.
4. Binding Effect of Documents. This Amendment has been duly authorized, executed and delivered to you by such Borrowers, the Guarantor and such Subsidiary Guarantor and is in full force and effect as of the date hereof, and the agreements and obligations of each such Borrower, the Guarantor and such Subsidiary Guarantor contained herein and therein constitute the legal, valid and binding obligations of such Borrower, the Guarantor and such Subsidiary Guarantor, enforceable against such Borrower, the Guarantor and such Subsidiary Guarantor in accordance with their respective terms.
5. No Implied Waiver. Except as expressly set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Agent or the Lenders under the Credit Agreement or the other Loan Documents, nor alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the Credit Agreement or the Loan Documents, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any willingness on the part of the Agent or the Lenders to grant any similar or future consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents.
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ARTICLE V
MISCELLANEOUS
This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Except to the extent specifically amended and supplemented hereby, all of the terms, conditions and provisions of the Credit Agreement and each of the other Loan Documents shall otherwise remain unmodified, and the Credit Agreement and each of the other Loan Documents, as amended and supplemented by this Amendment, are confirmed as being in full force and effect, and each of the Borrowers, the Guarantor and the Subsidiary Guarantors hereby ratifies and confirms all of its agreements and obligations contained therein, as applicable. This Amendment is a contract under the laws of the State of New York and shall for all purposes be construed in accordance with and governed by the laws of such State (excluding the laws applicable to conflicts or choice of law). The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Amendment in any jurisdiction.
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If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this Amendment, whereupon this Amendment, as so accepted by you, shall become a binding agreement between you and the undersigned.
| Very truly yours,
FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP | ||
| By: | First Potomac Realty Trust | |
| Its General Partner | ||
| By: |
/s/ Xxxxxx X. Blocher_ | |
| Name: Xxxxxx X. Xxxxxxx | ||
| Title: Executive Vice President and Chief Financial Officer |
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
| 1400 CAVALIER, LLC, a Delaware limited liability company 0000 XXXXXXXXX XXXX., LLC, a Virginia limited liability company FP AMMENDALE COMMERCE CENTER, LLC, a Maryland limited liability company AQUIA TWO, LLC, a Delaware limited liability company CROSSWAYS II LLC, a Delaware limited liability company FPR HOLDINGS LIMITED PARTNERSHIP, a Delaware limited liability partnership XX XXXXX DRIVE LOT 5, LLC, a Virginia limited liability company FP DIAMOND HILL, LLC, a Delaware limited liability company FP CAMPOSTELLA ROAD, LLC, a Delaware limited liability company GATEWAY HAMPTON ROADS, LLC, a Virginia limited liability company FP GATEWAY 270, LLC, a New Jersey limited liability company | ||||||
| By: |
First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities | |||||
| By: |
First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner | |||||
| By: |
/s/ Xxxxxx X. Xxxxxxx | |||||
| Name: Xxxxxx X. Xxxxxxx | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
| GATEWAY MANASSAS II, LLC, a Delaware limited liability company FP 0000 XXXXXXXX XXXXXX, LLC, a Virginia limited liability company FP GATEWAY WEST II, LLC, a Maryland limited liability company FP GREENBRIER CIRCLE, LLC, a Virginia limited liability company GTC I SECOND LLC, a Virginia limited liability company FP HANOVER AB, LLC, a Virginia limited liability company XXXXXXX CORPORATE CENTER, LLC, a Delaware limited liability company XXXXXX XX, LLC, a Delaware limited liability company XXXXX WAY HAMPTON, LLC, a Virginia limited liability company FP PARK CENTRAL V, LLC, a Virginia limited liability company XX XXXXXXX CENTER, LLC, a Maryland limited liability company FP XXXX XXXX, LLC, a Virginia limited liability company RESTON BUSINESS CAMPUS, LLC, a Delaware limited liability company XX XXXXXX BEND, LLC, a Virginia limited liability company FP 500 & 600 HP WAY, LLC, a Virginia limited liability company FP 0000 XXXXXXXXX XXX, LLC, a Virginia limited liability company XX XXXXXXXX PARK I, LLC, a Virginia limited liability company XX XXXXXXXX PARK 6, LLC, a Virginia limited liability company XX XXXXXXXX PARK 7, LLC, a Virginia limited liability company XX XXXXXXXX PARK LAND, LLC, a Virginia limited liability company VIRGINIA CENTER, LLC, a Delaware limited liability company XX XXXX PARK, LLC, a Maryland limited liability company FP CRONRIDGE DRIVE, LLC, a Maryland limited liability company XX XXXXXX BUSINESS CENTER, LLC, a Maryland limited liability company | ||||||
| By: |
First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities | |||||
| By: |
First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner | |||||
| By: |
/s/ Xxxxxx X. Xxxxxxx | |||||
| Name: Xxxxxx X. Xxxxxxx | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
| XX XXXXXX PLACE, LLC, a Maryland limited liability company 4212 TECHCOURT, LLC, a Virginia limited liability company FP 000 0XX XXXXXX, LLC, a Delaware limited liability company FP ATLANTIC CORPORATE PARK, LLC, a Virginia limited liability company FP 3 FLINT HILL, LLC, a Virginia limited liability company FP PARK CENTRAL II, LLC, a Virginia limited liability company INTERSTATE PLAZA HOLDING LLC, a Delaware limited liability company ENTERPRISE CENTER I, LLC, a Delaware limited liability company XX XXXXXXX, LLC, a Virginia limited liability company FP GREENBRIER TOWERS, LLC, a Virginia limited liability company 403 & 405 XXXXX DRIVE, LLC, a Virginia limited liability company AP INDIAN CREEK, LLC, a Delaware limited liability company INDIAN CREEK INVESTORS, LLC, a Maryland limited liability company FP NAVISTAR INVESTORS, LLC, a Maryland limited liability company NORFOLK COMMERCE PARK LLC, a Delaware limited liability company WINDSOR AT BATTLEFIELD, LLC, a Delaware limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company XX XXXX, LLC, a Maryland limited liability company XX XXXX MANAGER, LLC, a Delaware limited liability company 0000 XXXXXXXXX XXXXXXXXX II, LLC, a Delaware limited liability company CROSSWAYS ASSOCIATES LLC, a Delaware limited liability company XXXXXXXX WAY INVESTMENTS LLC, a Delaware limited liability company NEWINGTON TERMINAL LLC, a Delaware limited liability company NEWINGTON TERMINAL ASSOCIATES LLC, a Delaware limited liability company FP ONE FAIR OAKS, LLC, a Delaware limited liability company | ||||||
| By: |
First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities | |||||
| By: |
First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner | |||||
| By: |
/s/ Xxxxxx X. Xxxxxxx | |||||
| Name: Xxxxxx X. Xxxxxxx | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
CONSENT OF GUARANTOR
FIRST POTOMAC REALTY TRUST (the “Guarantor”) has guaranteed the Obligations (as defined in the Credit Agreement) pursuant to that certain Guaranty by the Guarantor in favor of the Lenders and the Agent dated as of 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 and the Obligations remain in full force and effect. In addition, the Guarantor hereby acknowledges and consents to the terms and conditions of this Amendment and the Credit Agreement as amended hereby (including, without limitation, the making of the representations and warranties and the performance of the covenants applicable to it herein or therein).
| GUARANTOR: | ||
| FIRST POTOMAC REALTY TRUST | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
|
| ||
| Name: Xxxxxx X. Xxxxxxx | ||
| Title: Executive Vice President and Chief Financial Officer | ||
[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
CONSENT OF SUBSIDIARY GUARANTORS
Each of the Subsidiary Guarantors (as defined in the Credit Agreement) has guaranteed the Obligations (as defined in the Credit Agreement). By executing this consent, each of the Subsidiary Guarantors hereby absolutely and unconditionally reaffirms to the Agent and the Lenders that such Subsidiary Guarantor’s Subsidiary Guaranty and the Obligations remain in full force and effect. In addition, each of the Subsidiary Guarantors hereby acknowledges and consents to the terms and conditions of this Amendment and the Credit Agreement as amended hereby (including, without limitation, the making of the representations and warranties and the performance of the covenants applicable to it herein or therein).
| SUBSIDIARY GUARANTORS: | ||||||||
| FP REDLAND GP, LLC, a Delaware limited liability company | ||||||||
| FP REDLAND, LLC, a Delaware limited liability company | ||||||||
| FP AIRPARK AB, LLC, a Virginia limited liability company | ||||||||
| FP 000 XXXXXXXXXXXX XXXXXXX, LLC, a Virginia limited liability company | ||||||||
| FP CANDLEWOOD, LLC, a Maryland limited liability company | ||||||||
| FP CHESTERFIELD ABEF, LLC, a Virginia limited liability company | ||||||||
| FP CHESTERFIELD CDGH, LLC, a Virginia limited liability company | ||||||||
| FP CLOVERLEAF, LLC, a Maryland limited liability company | ||||||||
| FP HANOVER C, LLC, a Virginia limited liability company | ||||||||
| FP HANOVER D, LLC, a Virginia limited liability company | ||||||||
| AQUIA ONE, LLC, a Delaware limited liability company | ||||||||
| FP GATEWAY CENTER, LLC, a Maryland limited liability company | ||||||||
| XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company | ||||||||
| INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company | ||||||||
| FP PROPERTIES II, LLC, a Maryland limited liability company | ||||||||
| By: | First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities | |||||||
| By: | First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner | |||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
| Name: Xxxxxx X. Xxxxxxx | ||||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||||
[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
ACCEPTED AND AGREED AS
OF THE 8th DAY OF
FEBRUARY, 2013:
| KEYBANK NATIONAL ASSOCIATION, as a Lender and as Agent, Swingline Lender and Fronting Bank | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx Title: Vice President | ||
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
| XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx Title: Senior Vice President | ||
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | ||
| Title: U.S. Bank | ||
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
| PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | ||
| Title: Vice President | ||
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
| CAPITAL ONE NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxxxx X. Xxxxxxx | ||
| Title: Vice President | ||
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[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
| BANK OF MONTREAL, as a Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement]
Schedule 1
Borrowers
1. 1400 Cavalier, LLC
2. 0000 Xxxxxxxxx Xxxx., LLC
3. 403 & 000 Xxxxx Xxxxx, LLC
4. 4212 Techcourt, LLC
5. AP Indian Creek, LLC
6. Aquia Two, LLC(1)
7. Crossways II LLC
8. Enterprise Center I, LLC
9. FP 0000 Xxxxxxxxx Xxx, LLC
10. FP 0000 Xxxxxxxx Xxxxxx, LLC
11. FP 3 Flint Hill, LLC
12. FP 000 0xx Xxxxxx, LLC
13. FP 500 & 600 HP Way, LLC
14. FP Ammendale Commerce Center, LLC
15. XX Xxxxxxx, LLC
16. FP Atlantic Corporate Park, LLC
17. FP Campostella Road, LLC
18. FP Cronridge Drive, LLC
19. XX Xxxxx Drive Lot 5, LLC
20. FP Diamond Hill, LLC
21. FP Gateway 270, LLC
22. FP Gateway West II, LLC(1)
23. XX Xxxxxx Business Center, LLC
24. XX Xxxxxx Place, LLC
25. FP Greenbrier Circle, LLC
26. FP Greenbrier Towers, LLC
27. XX Xxxx, LLC
28. XX Xxxx Manager, LLC
29. FP Hanover AB, LLC
30. FP Navistar Investors, LLC
31. FP Park Central I, LLC
32. FP Park Central II, LLC
33. FP Park Central V, LLC
34. XX Xxxxxxx Center, LLC
35. FP Xxxx Xxxx, LLC
36. XX Xxxxxx Bend, LLC
37. XX Xxxxxxxx Park I, LLC
38. XX Xxxxxxxx Park 6, LLC
39. XX Xxxxxxxx Park 7, LLC
40. XX Xxxxxxxx Park Land, LLC
41. FP Triangle, LLC
42. XX Xxxx Park, LLC
43. FPR Holdings Limited Partnership
Schedule 1 – Page 1
44. Gateway Hampton Roads, LLC
45. Gateway Manassas II, LLC
46. Xxxxx Xxxx Business Center, L.L.C.
47. GTC I Second LLC
48. Xxxxxxx Corporate Center, LLC
49. Indian Creek Investors, LLC
50. Interstate Plaza Holding LLC
51. Xxxxxx XX, LLC
52. Xxxxx Way Hampton, LLC
53. Norfolk Commerce Park LLC
54. Reston Business Campus, LLC
55. Techcourt, LLC
56. Virginia Center, LLC
57. Windsor at Battlefield, LLC
58. 0000 Xxxxxxxxx Xxxxxxxxx II, LLC
59. Crossways Associates LLC
60. Xxxxxxxx Way Investments LLC
61. Newington Terminal LLC
62. Newington Terminal Associates LLC
63. FP One Fair Oaks, LLC
| (1) | Property is sold but has not been released as a Borrower. |
Schedule 1 – Page 2
Schedule 7.1(b)
Capitalization
| Borrower |
Ownership Interest |
Preferred Equity and |
Restrictions or other Agreements | |||
| Common stock shares listed on New York Stock Exchange | 7.75% Series A Cumulative Redeemable Perpetual Preferred Shares |
N/A | ||||
| First Potomac Realty Investment Limited Partnership | First Potomac Realty Trust—aggregate general partnership and limited partnership interests in excess of 95%; other limited partners as listed on attached Exhibit A | None | None | |||
| 1400 Cavalier, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest | None | None | |||
| 0000 Xxxxxxxxx Xxxx., LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest | None | None | |||
| 403 & 000 Xxxxx Xxxxx, LLC |
First Potomac Realty Investment Limited Partnership—99% limited liability company interest; 1% 403 & 000 Xxxxx Xxxxx Xxxxxxx, XXX | Xxxx | Xxxx | |||
| 0000 Techcourt, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest | None | None | |||
| AP Indian Creek, LLC |
FP Indian Creek, LLC—100% limited liability company interest | None | None | |||
| Aquia Two, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest | None | None | |||
| Crossways II LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest | None | None | |||
| Enterprise Center I, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest | None | None | |||
Schedule 7.1(b) – Page 1
| FP 0000 Xxxxxxxxx Xxx, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP 0000 Xxxxxxxx Xxxxxx, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP 3 Flint Hill, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| FP 000 0xx Xxxxxx, LLC |
First Potomac DC Holdings, LLC – 99.9% limited liability company interest; First Potomac TRS Holdings, Inc. – 0.1% limited liability company interest |
None | None | |||
| FP 500 & 600 HP Way, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP Ammendale Commerce Center,LLC | First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| XX Xxxxxxx, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| FP Atlantic Corporate Park, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| FP Campostella Road, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP Cronridge Drive, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| XX Xxxxx Drive Lot 5, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP Diamond Hill, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP Gateway 270, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
Schedule 7.1(b) – Page 2
| FP Gateway West II, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| XX Xxxxxx Business Center, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| XX Xxxxxx Place, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP Greenbrier Circle, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP Greenbrier Towers, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| XX Xxxx, LLC |
First Potomac Realty Investment Limited Partnership—99% limited liability company interest; 1% XX Xxxx Manager, LLC |
None | None | |||
| XX Xxxx Manager, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| FP Hanover AB, LLC |
FPR Holdings Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP Park Central I, LLC |
First Potomac Realty Investment Limited Partnership – 100% limited liability company interest |
None | None | |||
| FP Navistar Investors, LLC |
First Potomac Realty Investment Limited Partnership – 99% limited liability company interest; 1% FP Navistar Manager, LLC |
None | None | |||
| FP Park Central II, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| FP Park Central V, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| XX Xxxxxxx Center, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| FP Xxxx Xxxx, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
Schedule 7.1(b) – Page 3
| XX Xxxxxx Bend, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| XX Xxxxxxxx Park I, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| XX Xxxxxxxx Park 6, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| XX Xxxxxxxx Park 7, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| XX Xxxxxxxx Park Land, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| FP Triangle, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| XX Xxxx Park, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| FPR Holdings Limited Partnership |
First Potomac Realty Investment Limited Partnership—99% limited partnership interest |
None | None | |||
| FPR General Partner—1% limited partnership interest |
||||||
| Gateway Hampton Roads, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Gateway Manassas II, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Xxxxx Xxxx Business Center, L.L.C. |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| GTC I Second LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Xxxxxxx Corporate Center, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Indian Creek Investors, LLC |
FP Indian Creek, LLC—100% limited liability company interest |
None | None | |||
Schedule 7.1(b) – Page 0
| Xxxxxxxxxx Xxxxx Holding LLC |
Interstate Plaza Operating LLC—100% limited liability company interest |
None | None | |||
| Xxxxxx XX, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Xxxxx Way Hampton, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Norfolk Commerce Park LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Reston Business Campus, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Techcourt, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Virginia Center, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Windsor at Battlefield, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| 0000 Xxxxxxxxx Xxxxxxxxx II, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Crossways Associates LLC |
Xxxxxxxx Way Investments, LLC—100% limited liability company interest |
None | None | |||
| Xxxxxxxx Way Investments LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Newington Terminal LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
| Newington Terminal Associates LLC | Newington Terminal LLC—100% limited liability company interest |
None | None | |||
| FP One Fair Oaks, LLC |
First Potomac Realty Investment Limited Partnership—100% limited liability company interest |
None | None | |||
Schedule 7.1(b) – Page 5
Schedule 7.3(c)
Partially-Owned Entities
| Name and Type of Entity |
% Interest Owned by Borrower |
Capacity in which Borrower holds the interest |
Borrower’s ownership interest therein | |||||
| FP CPT 1750 Holdings, LLC |
49.5 | % | Operating Member | Indirect | ||||
| VIF/FP Aviation Blvd Holdings, LLC |
49.5 | % | Operating Member | Indirect | ||||
| FP VIF I/ Rivers Park I, LLC |
25 | % | Operating Member | Direct | ||||
| FP VIF II/ Rivers Park II, LLC |
25 | % | Operating Member | Direct | ||||
| Prosperity Metro Plaza of Virginia, LLC |
51 | % | Operating Member | Indirect | ||||
| FP-Perseus/53-713, LLC |
96.03 | % | Operating Member | Indirect | ||||
| FP Redland Technology Center LP |
90 | % | Operating Member | Indirect | ||||
Schedule 7.3(c) – Page 1
Schedule 7.3(d)
Eligible Unencumbered Properties in the Unencumbered Pool
| Borrower/Owner |
Property Name |
Xxxxxxx | Xxxx | Xxxxxx | Xxxxx | |||||
| 0000 Xxxxxxxx, LLC | Bay Warehouses | 0000 Xxxxxxxx Xxxx. & 0000 Xxxx Xxxx. |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| 1441 Crossways Blvd., LLC | Crossways I | 0000 Xxxxxxxxx Xxxx. | Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| 403 & 000 Xxxxx Xxxxx, LLC | Xxxxx Drive | 403 & 000 Xxxxx Xxxxx | Xxxxxxxx | Xxxxxxx | XX | |||||
| 4212 Techcourt, LLC | Techcourt | 0000 Xxxxxxxxxx Xxxxx | Xxxxxxxxx | Xxxxxxx | XX | |||||
| AP Indian Creek, LLC & Indian Creek Investors, LLC |
Indian Creek | 12000, 12001, 12040, and 00000 Xxxxxx Xxxxx Xxxxx |
Xxxxxxxxxx | Prince George’s | MD | |||||
| Crossways II LLC | Crossways II | 0000 Xxxxxxxxx Xxxx |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| Xxxxxxxxxx Xxxxxx X, XXX | Xxxxxxxxxx Xxxxxx | 00000 & 15120 Enterprise Center Court, 4100 & 0000 Xxxxxxxxx Xxxxxx Xxxxx |
Xxxxxxxxx | Xxxxxxx | XX | |||||
| FP 0000 Xxxxxxxxx Xxx, LLC | Xxxxxxxxx Way | 0000 Xxxxxxxxx Xxx | Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| FP 0000 Xxxxxxxx Xxxxxx, XXX0 | Xxxxxxx II | 0000 Xxxxxxxx Xxxxxx |
Xxxxxxx | Xxxxxxx | XX | |||||
| FP 0 Xxxxx Xxxx, XXX | Xxxxx Xxxxx Xxxx | 0000 Xxxxxxxxxx Xxxx |
Xxxxxxx | Xxxxxxx | XX | |||||
| FP 000 0xx Xxxxxx, LLC | 000 Xxxxx Xxxxxx | 000 Xxxxx Xxxxxx XX | Xxxxxxxxxx | XX | XX | |||||
| FP 500 & 600 HP Way, LLC | River’s Bend Center II | 500 & 000 XX Xxx | Xxxxxxx | Xxxxxxx | XX | |||||
| FP Ammendale Commerce Center, LLC | Ammendale Commerce Center | 6435 & 6500 Xxxxxxxx Xxxxx Road, 12201 Indian Creek Court |
Beltsville | Prince George’s | MD | |||||
| XX Xxxxxxx, LLC | Ashburn Center | 21625, 21631 & 00000 Xxx Xxx Xxxxx |
Xxxxxxx | Xxxxxxx | XX | |||||
| FP Atlantic Corporate Park, LLC | Atlantic Corporate Center | 46500, 00000 Xxxxxxxx Xxxx |
Xxxxxxxx | Xxxxxxx | XX | |||||
| FP Campostella Road, LLC | Diamond Hill Distribution Center | 1910 & 1920 Campostella Road, 0000 Xxxxxxxx Xxxx |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| FP Cronridge Drive, LLC | Xxxxxx Xxxxx Commerce Center | 11460 & 00000 Xxxxxxxxx Xxxxx |
Xxxxxx Xxxxx | Xxxxxxxxx | XX | |||||
| XX Xxxxx Drive Lot 5, LLC | Xxxxx Drive | 00000 Xxxxx Xxxxx | Xxxxxxxx | Xxxxxxx | XX | |||||
| FP Diamond Hill, LLC | Diamond Hill Distribution Center | 0000 Xxxxxxx Xxxx Xxxx |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| FP Gateway 270, LLC | Gateway Center I-270 | 22516, 22520, 22530, 22600, 22610 and 00000 Xxxxxxx Xxxxxx Xxxxx |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| XX Xxxxxx Business Center, LLC | Xxxxxx Business Center | 200, 000 Xxxxxx Xxxxxx, 000 Xxxx Xxxxxxx Xxxxxx |
Xxxxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| XX Xxxxxx Place, LLC | Girard Place | 602,620,630,640 East Diamond Ave |
Gaithersburg | Xxxxxxxxxx | MD | |||||
Schedule 7.3(d) – Page 1
| FP Greenbrier Circle, LLC | Greenbrier Circle Corporate Center | 000 Xxxxxxxxxx Xxxxxx & 0000 Xxxx Xxxxx |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| FP Greenbrier Towers, LLC | Greenbrier Towers | 860, 000 Xxxxxxxxxx Xxxxxx |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| XX Xxxx, LLC | Campus at Metro Park North | 400 E Xxxx Drive, 7300 7301, 0000 Xxxxxxx Xxxxx |
Xxxxxxxxx | Xxxxxxxxxx | XX | |||||
| FP Hanover AB, LLC | Hanover Business Center | 000 Xxxxxxx Xxxx & 000 Xxxx Xxxxxx Xxxxxxx |
Xxxxxxx | Xxxxxxx | XX | |||||
| FP Navistar Investors, LLC | Navistar | 0000 Xxxxxxxx Xxxxx | Xxxxxxxxx | Xxxxxxxxx | XX | |||||
| FP Park Central I, LLC | Park Central I | 0000 Xxxx Xxxxxxx Xxxxx |
Xxxxxxxx | Xxxxxxx | XX | |||||
| FP Park Central II, LLC | Park Central II | 0000 Xxxx Xxxxxxx Xxxxx |
Xxxxxxxx | Xxxxxxx | XX | |||||
| FP Park Central V, LLC | Park Central V | 0000 Xxxx Xxxxxxx Xxxxx |
Xxxxxxxx | Xxxxxxx | XX | |||||
| XX Xxxxxxx Center, LLC | Xxxxxxx Center | 00 Xxxx Xxxxxxx Xxxxxx |
Xxxxxxxxx | Xxxxxxxxx | XX | |||||
| FP Xxxx Xxxx, LLC | Xxxx Xxxx | 7500—0000 Xxxxxxxxx Xxxx |
Xxxxxxxx | Xxxxxxx | XX | |||||
| XX Xxxxxx Bend, LLC | River’s Bend Center (1-4) | 12730 & 00000 Xxxxxxxx Xxxxxx & 701 & 000 Xxxxxxx Xxx |
Xxxxxxx | Xxxxxxx | XX | |||||
| XX Xxxxxxxx Park I, LLC | Sterling Park Business Center | 00000 Xxxxx Xxxxx & 00000 Xxxxx Xxxxx |
Xxxxxxxx | Xxxxxxx | XX | |||||
| XX Xxxxxxxx Park 6, LLC | Sterling Park Business Center Lot 6 | 00000 Xxxxx Xxxxx | Xxxxxxxx | Xxxxxxx | XX | |||||
| XX Xxxxxxxx Park 7, LLC | Sterling Park Business Center Xxx 0 | 00000 Xxxxx Xxxxx | Xxxxxxxx | Loudoun | VA | |||||
| XX Xxxxxxxx Park Land, LLC | Sterling Park Land | Parcel 51, Lot, 2-A, 3-A, & 8 |
Sterling | Loudoun | VA | |||||
| FP Triangle, LLC | Triangle Business Center | 1500,1502,1504 & 0000 Xxx Xxxxxx |
Xxxxxxxxx | Xxxxxxxxx | MD | |||||
| XX Xxxx Park, LLC | Xxxx Xxxx | 00 Xxxxx Xxxxxxxxx Xxxxxx |
Xxxxxxxxx | Frederick | MD | |||||
| FPR Holdings Limited Partnership | Culpeper | 00000 Xxxxxxx Xxxxx | Xxxxxxx | Culpeper | VA | |||||
| Gateway Hampton Roads, LLC | Enterprise Parkway | 0000 Xxxxxxxxxx Xxxxxxx |
Xxxxxxx | Xxxxxxx | XX | |||||
| Gateway Manassas II, LLC | Gateway Center Manassas II | 7201 & 0000 Xxxxxxx Xxxxx |
Xxxxxxxx | Xxxxxx Xxxxxxx | XX | |||||
| Xxxxx Xxxx Business Center, LLC | Xxxxx Xxxx Business Center | 7100 Xxxxxxxx Xxxxx Road |
Xxxxx Xxxx | Xxxxxx George’s | MD | |||||
| GTC I Second LLC | Greenbrier Technology Center I | 000 Xxxxxxxxxx Xxxxxx |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| Xxxxxxx Corporate Center, LLC | Herndon Corporate Ceneter | 0000-0000 Xxxxxxx Xxxxxxx |
Xxxxxxx | Xxxxxxx | VA | |||||
| Interstate Plaza Holding LLC | Interstate Plaza | 5775 General Washington Drive |
Alexandria | Alexandria | VA | |||||
| Xxxxxx XX, LLC | Linden Business Center | 0000 Xxxxxxxxxx Xxxxx |
Manassas | Prince Xxxxxxx | VA | |||||
| Xxxxx Way Hampton, LLC | Xxxxx Way | 1000 Xxxxx Way & 000 Xxxxxx Xxxx Xxxx |
Xxxxxxx | Xxxxxxx | XX | |||||
Schedule 7.3(d) – Page 0
| Xxxxxxx Xxxxxxxx Xxxx LLC | Norfolk Commerce Park II | 0000 Xxxxx Xxxx Xxxx |
Xxxxxxx | Xxxxxxx | XX | |||||
| Reston Business Campus, LLC | Reston Business Campus | 12320, 12330, 12340 & 00000 Xxxxxxxxx Xxxx |
Xxxxxx | Xxxxxxx | XX | |||||
| Techcourt, LLC | Techcourt 4200 | 4200 Technology Court |
Chantilly | Fairfax | VA | |||||
| Virginia Center, LLC | Virginia Center Technology I | 1001-1063 Technology Park Drive |
Xxxx Xxxxx | Henrico | VA | |||||
| Windsor at Battlefield, LLC | Windsor @ Battlefield | 00000 Xxxxxxxxxxx Xxxx, Xxxxxx 100-150, 200-220 & 00000 Xxxxxxxxxxx Xxxx |
Xxxxxxxx | Xxxxxx Xxxxxxx | XX | |||||
| 0000 Xxxxxxxxx Xxxxxxxxx II, LLC | 1434 Crossways Building II | 0000 Xxxxxxxxx Xxxx (Parcel 6C-2A) |
Chesapeake | Chesapeake | VA | |||||
| Crossways Associates LLC | Crossways Commerce Center | 0000 Xxxxxxxxx Xxxx., 0000 Xxxxxxxxx Xxxx. & 1449 Xxxxxxxx Way, 0000 Xxxxxxxx Xxx |
Xxxxxxxxxx | Xxxxxxxxxx | XX | |||||
| Newington Terminal LLC | Newington | 0000-0000 Xxxxxxxx Xxxx |
Xxxxxx | Xxxxxxx | VA | |||||
| FP One Fair Oaks, LLC | Xxx Xxxx Xxxx | 0000 Xxxxxx Xxxx | Xxxxxxx | Xxxxxxx | XX | |||||
Schedule 7.3(d) – Page 3
Schedule 7.13
Legal Name; Jurisdiction
First Potomac Realty Trust, a Maryland real estate investment trust
First Potomac Realty Investment Limited Partnership, a Delaware limited partnership
1400 Cavalier, LLC, a Delaware limited liability company
0000 Xxxxxxxxx Xxxx., LLC, a Virginia limited liability company
403 & 405 Xxxxx Drive, LLC, a Virginia limited liability company
4212 Techcourt, LLC, a Virginia limited liability company
AP Indian Creek, LLC, a Delaware limited liability company
Aquia Two, LLC, a Delaware limited liability company
Crossways II LLC, a Delaware limited liability company
Enterprise Center I, LLC, a Delaware limited liability company
FP 0000 Xxxxxxxxx Xxx, LLC, a Virginia limited liability company
FP 0000 Xxxxxxxx Xxxxxx, LLC, a Virginia limited liability company
FP 3 Flint Hill, LLC, a Virginia limited liability company
FP 000 0xx Xxxxxx, LLC, a Delaware limited liability company
FP 500 & 600 HP Way, LLC, a Virginia limited liability company
FP Ammendale Commerce Center, LLC, a Maryland limited liability company
XX Xxxxxxx, LLC, a Virginia limited liability company
FP Atlantic Corporate Park, LLC, a Virginia limited liability company
FP Campostella Road, LLC, a Delaware limited liability company
FP Cronridge Drive, LLC, a Maryland limited liability company
XX Xxxxx Drive Lot 5, LLC, a Virginia limited liability company
FP Diamond Hill, LLC, a Delaware limited liability company
FP Gateway 270, LLC, a New Jersey limited liability company
FP Gateway West II, LLC, a Maryland limited liability company
XX Xxxxxx Business Center, LLC, a Maryland limited liability company
XX Xxxxxx Place, LLC, a Maryland limited liability company
FP Greenbrier Circle, LLC, a Virginia limited liability company
FP Greenbrier Towers, LLC, a Virginia limited liability company
XX Xxxx, LLC, a Maryland limited liability company
XX Xxxx Manager, LLC, a Delaware limited liability company
FP Hanover AB, LLC, a Virginia limited liability company
FP Navistar Investors, LLC, a Maryland limited liability company
FP Park Central I, LLC, a Virginia limited liability company
FP Park Central II, LLC, a Virginia limited liability company
FP Park Central V, LLC, a Virginia limited liability company
XX Xxxxxxx Center, LLC, a Maryland limited liability company
Schedule 7.13 – Page 1
FP Xxxx Xxxx, LLC, a Virginia limited liability company
FP Redland Technology Center LP, a Delaware limited partnership
XX Xxxxxx Bend, LLC, a Virginia limited liability company
XX Xxxxxxxx Park I, LLC, a Virginia limited liability company
XX Xxxxxxxx Park 6, LLC, a Virginia limited liability company
XX Xxxxxxxx Park 7, LLC, a Virginia limited liability company
XX Xxxxxxxx Park Land, LLC, a Virginia limited liability company
FP Triangle, LLC, a Maryland limited liability company
XX Xxxx Park, LLC, a Maryland limited liability company
FPR Holdings Limited Partnership, a Delaware limited partnership
Gateway Hampton Roads, LLC, a Virginia limited liability company
Gateway Manassas II, LLC, a Delaware limited liability company
Xxxxx Xxxx Business Center, L.L.C., a Maryland limited liability company
GTC I Second LLC, a Virginia limited liability company
Xxxxxxx Corporate Center, LLC, a Delaware limited liability company
Indian Creek Investors, LLC, Maryland limited liability company
Interstate Plaza Holding LLC, a Delaware limited liability company
Xxxxxx XX, LLC, a Delaware limited liability company
Xxxxx Way Hampton, LLC, a Virginia limited liability company
Norfolk Commerce Park I, LLC, a Delaware limited liability company
Reston Business Campus, LLC, a Delaware limited liability company
Techcourt, LLC, a Virginia limited liability company
Virginia Center, LLC, a Delaware limited liability company
Windsor at Battlefield, LLC, a Virginia limited liability company
0000 Xxxxxxxxx Xxxxxxxxx II, LLC, a Delaware limited liability company
Crossways Associates LLC, a Delaware limited liability company
Xxxxxxxx Way Investments LLC, a Delaware limited liability company
Newington Terminal LLC, a Delaware limited liability company
Newington Terminal Associates LLC, a Delaware limited liability company
FP One Fair Oaks, LLC, a Delaware limited liability company
Schedule 7.13 – Page 2
Schedule 7.19
Subsidiaries
| NAME OF ENTITY | TAX ID/EIN | |||
| 1328 CAVALIER, LLC |
00-0000000 | |||
| 1400 CAVALIER, LLC |
00-0000000 | |||
| 0000 XXXXXXXXX XXXXXXXXX I, LLC |
00-0000000 | |||
| 0000 XXXXXXXXX XXXXXXXXX II, LLC |
00-0000000 | |||
| 0000 XXXXXXXXX XXXX., LLC |
00-0000000 | |||
| 00000 XXXX XXXXXXXX XXXXXXX, LLC |
00-0000000 | |||
| 000 XXXXXXX XXXXXX, LLC |
00-0000000 | |||
| 403 & 000 XXXXX XXXXX MANAGER, LLC |
00-0000000 | |||
| 403 & 000 XXXXX XXXXX, LLC |
00-0000000 | |||
| 4212 TECHCOURT, LLC |
00-0000000 | |||
| ACP EAST LLC |
00-0000000 | |||
| ACP EAST FINANCE, LLC |
00-0000000 | |||
| AIRPARK PLACE HOLDINGS, LLC |
00-0000000 | |||
| AIRPARK PLACE, LLC |
00-0000000 | |||
| AP INDIAN CREEK, LLC |
00-0000000 | |||
| AQUIA ONE, LLC |
00-0000000 | |||
| AQUIA TWO, LLC |
00-0000000 | |||
| BREN MAR HOLDINGS, LLC |
00-0000000 | |||
| BREN MAR, LLC |
00-0000000 | |||
| COLUMBIA HOLDING ASSOCIATES LLC |
00-0000000 | |||
| CROSSWAYS ASSOCIATES LLC |
00-0000000 | |||
| CROSSWAYS II LLC |
00-0000000 | |||
| CROSSWAYS LAND, LLC |
00-0000000 | |||
| ENTERPRISE CENTER I, LLC |
00-0000000 | |||
| ENTERPRISE CENTER MANAGER, LLC |
00-0000000 | |||
| EON GROUP, LLC |
00-0000000 | |||
| EON GROUP, LTD |
00-0000000 | |||
| FIRST POTOMAC DC 500 MANAGEMENT LLC |
00-0000000 | |||
| FIRST POTOMAC DC HOLDINGS, LLC |
00-0000000 | |||
| FIRST POTOMAC DC MANAGEMENT LLC |
00-0000000 | |||
| FIRST POTOMAC MANAGEMENT LLC |
00-0000000 | |||
| FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP |
00-0000000 | |||
| FIRST POTOMAC REALTY TRUST |
00-0000000 | |||
Schedule 7.19 – Page 1
| FIRST POTOMAC TRS HOLDINGS, INC. |
00-0000000 | |||
| FIRST XXXXXX LLC |
00-0000000 | |||
| FIRST XXXXXXX LLC |
00-0000000 | |||
| FP 0000 XXXXXXXXXXX XXXXXX, LLC |
00-0000000 | |||
| FP 0000 XXXXXXXXX XXX, LLC |
00-0000000 | |||
| FP 0000 XXXXXXXX XXXXXX, LLC |
00-0000000 | |||
| FP 0000 XXXX XXXXXX, LLC |
00-0000000 | |||
| FP 3 FLINT HILL, LLC |
00-0000000 | |||
| FP 000 0xx XXXXXX, LLC |
00-0000000 | |||
| FP 00 XXXXXXXX XXXXXX, LLC |
00-0000000 | |||
| FP 500 & 600 HP WAY, LLC |
00-0000000 | |||
| FP 000 XXXXX XXXXXX REIT GP, LLC |
00-0000000 | |||
| FP 000 XXXXX XXXXXX, LLC |
00-0000000 | |||
| FP 000 XXXXXXXXXXXX XXXXXXX, LLC |
00-0000000 | |||
| FP 000 XXXXXXXXXXX XX, LLC |
00-0000000 | |||
| FP 6310 HILLSIDE CENTER, LLC |
00-0000000 | |||
| FP 6310 HILLSIDE CENTER BORROWER, LLC |
00-0000000 | |||
| FP 6310 HILLSIDE CENTER SPE MEMBER, LLC |
00-0000000 | |||
| FP 6315 HILLSIDE CENTER, LLC |
00-0000000 | |||
| FP 6315 HILLSIDE CENTER BORROWER, LLC |
00-0000000 | |||
| FP 6315 HILLSIDE CENTER SPE MEMBER, LLC |
00-0000000 | |||
| FP 0000 XXXXXXXXX XXXX, LLC |
00-0000000 | |||
| FP 000 XXXXX XXXXXX HOLDINGS, LLC |
00-0000000 | |||
| FP 000 XXXXX XXXXXX, LLC |
00-0000000 | |||
| FP 000 X XXXXXX, LLC |
00-0000000 | |||
| FP AIRPARK AB, LLC |
00-0000000 | |||
| FP AMMENDALE COMMERCE CENTER,LLC |
00-0000000 | |||
| XX XXXXXXX, LLC |
00-0000000 | |||
| FP ATLANTIC CORPORATE PARK, LLC |
00-0000000 | |||
| FP CAMPOSTELLA ROAD, LLC |
00-0000000 | |||
| FP CANDLEWOOD, LLC |
00-0000000 | |||
| FP CANDLEWOOD BORROWER, LLC |
00-0000000 | |||
| FP CHESTERFIELD ABEF, LLC |
00-0000000 | |||
| FP CHESTERFIELD CDGH, LLC |
00-0000000 | |||
| FP CLOVERLEAF INVESTOR, LLC |
00-0000000 | |||
| FP CLOVERLEAF, LLC |
00-0000000 | |||
| FP-XXXXXXX 0000 XXXX XXXXXX, LLC |
00-0000000 | |||
Schedule 7.19 – Page 2
| FP CRONRIDGE DRIVE, LLC |
00-0000000 | |||
| XX XXXXX DRIVE LOT 5, LLC |
00-0000000 | |||
| FP DIAMOND HILL, LLC |
00-0000000 | |||
| FP GALLOWS ROAD, LLC |
00-0000000 | |||
| FP GATEWAY 270, LLC |
00-0000000 | |||
| FP GATEWAY CENTER, LLC |
00-0000000 | |||
| FP GATEWAY WEST II, LLC |
00-0000000 | |||
| XX XXXXXX BUSINESS CENTER, LLC |
00-0000000 | |||
| XX XXXXXX PLACE, LLC |
00-0000000 | |||
| FP GOLDENROD LANE, LLC |
00-0000000 | |||
| FP GREENBRIER CIRCLE, LLC |
00-0000000 | |||
| FP GREENBRIER TOWERS, LLC |
00-0000000 | |||
| XX XXXX MANAGER, LLC |
00-0000000 | |||
| XX XXXX, LLC |
00-0000000 | |||
| FP HANOVER AB, LLC |
00-0000000 | |||
| FP HANOVER C, LLC |
00-0000000 | |||
| FP HANOVER D, LLC |
00-0000000 | |||
| FP INDIAN CREEK, LLC |
00-0000000 | |||
| FP METRO PLACE, LLC |
00-0000000 | |||
| FP NAVISTAR INVESTORS, LLC |
00-0000000 | |||
| FP NAVISTAR MANAGER, LLC |
00-0000000 | |||
| FP NORTHRIDGE, LLC |
00-0000000 | |||
| FP ONE FAIR OAKS, LLC |
00-0000000 | |||
| FP PARK CENTRAL I, LLC |
00-0000000 | |||
| FP PARK CENTRAL II, LLC |
00-0000000 | |||
| FP PARK CENTRAL V, LLC |
00-0000000 | |||
| XX XXXXXXX CENTER, LLC |
00-0000000 | |||
| FP PATUXENT PARKWAY, LLC |
00-0000000 | |||
| FP XXXX XXXX, LLC |
00-0000000 | |||
| FP PROPERTIES II, LLC |
00-0000000 | |||
| FP PROPERTIES, LLC |
00-0000000 | |||
| FP PROSPERITY, LLC |
00-0000000 | |||
| FP REALTY INVESTMENT MANAGER, LLC |
00-0000000 | |||
| FP RIVER’S BEND LAND, LLC |
00-0000000 | |||
| XX XXXXXX BEND, LLC |
00-0000000 | |||
| XX XXXXXXXX PARK 6, LLC |
00-0000000 | |||
| XX XXXXXXXX PARK 7, LLC |
00-0000000 | |||
| XX XXXXXXXX PARK I, LLC |
00-0000000 | |||
| XX XXXXXXXX PARK LAND, LLC |
00-0000000 | |||
| FP TRIANGLE, LLC |
00-0000000 | |||
| XX XXX XXXXX, LLC |
00-0000000 |
Schedule 7.19 – Page 3
| XX XXXX PARK, LLC |
00-0000000 | |||
| FPR GENERAL PARTNER, LLC |
00-0000000 | |||
| FPR HOLDINGS LIMITED PARTNERSHIP |
00-0000000 | |||
| GATEWAY HAMPTON ROADS, LLC |
00-0000000 | |||
| GATEWAY MANASSAS I, LLC |
00-0000000 | |||
| GATEWAY MANASSAS II, LLC |
00-0000000 | |||
| XXXXX XXXX BUSINESS CENTER, L.L.C. |
00-0000000 | |||
| GREENBRIER HOLDING ASSOCIATES LLC |
00-0000000 | |||
| GREENBRIER LAND, LLC |
00-0000000 | |||
| GREENBRIER/NORFOLK HOLDING LLC |
00-0000000 | |||
| GREENBRIER/NORFOLK INVESTMENT LLC |
00-0000000 | |||
| GTC I SECOND LLC |
00-0000000 | |||
| GTC II FIRST LLC |
00-0000000 | |||
| XXXXXXX CORPORATE CENTER, LLC |
00-0000000 | |||
| INDIAN CREEK INVESTORS, LLC |
00-0000000 | |||
| INTERSTATE PLAZA HOLDING LLC |
00-0000000 | |||
| INTERSTATE PLAZA OPERATING LLC |
00-0000000 | |||
| XXXXXXXX WAY INVESTMENTS LLC |
00-0000000 | |||
| LANDOVER XXXXXX XXXXX, LLC |
00-0000000 | |||
| LINDEN I MANAGER, LLC |
00-0000000 | |||
| LINDEN I, LLC |
00-0000000 | |||
| XXXXXX XX, LLC |
00-0000000 | |||
| LINDEN III, LLC |
00-0000000 | |||
| XXXXX WAY HAMPTON, LLC |
00-0000000 | |||
| NEWINGTON TERMINAL ASSOCIATES, LLC |
00-0000000 | |||
| NEWINGTON TERMINAL LLC |
00-0000000 | |||
| NORFOLK COMMERCE PARK LLC |
00-0000000 | |||
| NORFOLK FIRST LLC |
00-0000000 | |||
| NORFOLK LAND, LLC |
00-0000000 | |||
| PLAZA 500, LLC |
00-0000000 | |||
| RESTON BUSINESS CAMPUS, LLC |
00-0000000 | |||
| RIVERS BEND BUSINESS CENTER ASSOCIATION, INC |
00-0000000 | |||
| XXXXXX FIRST LLC |
00-0000000 | |||
| XXXXXX/XXXXXXX HOLDING LLC |
00-0000000 | |||
| XXXXXX/XXXXXXX INVESTMENT LLC |
00-0000000 | |||
| XXXXXXX FIRST LLC |
00-0000000 | |||
| TECHCOURT, LLC |
00-0000000 | |||
| VEF 500 FIRST REIT L.P. |
00-0000000 | |||
| VIRGINIA CENTER, LLC |
00-0000000 | |||
| VIRGINIA FP VIRGINIA CENTER, LLC |
00-0000000 | |||
Schedule 7.19 – Page 4
| WINDSOR AT BATTLEFIELD, LLC |
00-0000000 | |||
| 0000 00XX XXXXXX LENDER, LLC |
||||
| 0000 00XX XXXXXX INVESTORS, LLC |
00-0000000 | |||
| FP VIF II/ RIVERS PARK I, LLC |
00-0000000 | |||
| FP VIF II/ RIVERS PARK II, LLC |
00-0000000 | |||
| FP CPT 1750 HOLDINGS, LLC |
00-0000000 | |||
| FP CPT 1750 H STREET, LLC |
00-0000000 | |||
| FP REDLAND, LLC |
00-0000000 | |||
| FP REDLAND GP, LLC |
00-0000000 | |||
| FP REDLAND TECHNOLOGY CENTER LP |
00-0000000 | |||
| 6960 AVIATION BLVD,OWNER, LLC |
00-0000000 | |||
| 6960 AVIATION BLVD,BORROWER, LLC |
00-0000000 | |||
| FP AVIATION BLVD.,LLC |
00-0000000 | |||
| FP AVIATION HOLDINGS,LLC |
00-0000000 | |||
| VIF II/FP AVIATION BLVD HOLDINGS |
00-0000000 | |||
| FP-PERSEUS 53-713, LLC |
00-0000000 | |||
| FP-PERSEUS LENDER, LLC |
00-0000000 | |||
| PROSPERITY METRO PLAZA OF VIRGINIA, LLC |
00-0000000 | |||
Schedule 7.19 – Page 5
Schedule 10.4
Industrial Portfolio
| Property |
Region | Property Owner |
Ownership of Property Owner | |||||
| 1 | Georgia Pacific | MD | FP Properties, LLC | First Potomac Realty Investment Limited Partnership (“FPLP”) is the sole member of the Property Owner | ||||
| 2 | Navistar | MD | FP Navistar Investors, LLC | FPLP (99%), FP Navistar Manager, LLC (1%; FPLP is the sole member of FP Navistar Manager, LLC) | ||||
| 3 | English Muffin | MD | FP Properties, LLC | FPLP is the sole member of the Property Owner | ||||
| 4 | Glenn Dale | MD | Xxxxx Xxxx Business Center, L.L.C. | FPLP is the sole member of the Property Owner | ||||
| 5 | Candlewood | MD | FP Candlewood, LLC | FPLP is the sole member of the Property Owner | ||||
| 6 | Culpeper | NOVA | FPR Holdings Limited Partnership | FPLP (99%), FPR General Partner, LLC (1%; FPLP is the sole member of FPR General Partner, LLC) | ||||
| 7 | Xxxx Xxxxxxxx | NOVA | 15395 Xxxx Xxxxxxxx Highway, LLC | FPLP is the sole member of the Property Owner | ||||
| 0 | Xxxxxxxxxx Xxxxx | XXXX | Xxxxxxxxxx Plaza Holding LLC | Interstate Plaza Operating LLC (FPLP is the sole member of Interstate Plaza Operating LLC) | ||||
| 9 | Northridge | XXXX | XX Northridge, LLC | FPLP is the sole member of the Property Owner | ||||
| 10 | Rivers Bend Center | XXXX | XX Xxxxxx Bend, LLC | FPLP is the sole member of the Property Owner | ||||
| 11 | Rivers Bend Center II | XXXX | XX 500 & 600 HP Way, LLC | FPLP is the sole member of the Property Owner | ||||
| 12 | Cavalier | XXXX | 1400 Cavalier, LLC | FPLP is the sole member of the Property Owner | ||||
| 13 | Diamond Hill | XXXX | XX Diamond Hill, LLC | FPLP is the sole member of the Property Owner | ||||
| 00 | Xxxxxxxxxx Xxxxxxx | XXXX | Xxxxxxx Xxxxxxx Roads, LLC | FPLP is the sole member of the Property Owner | ||||
| 15 | Xxxxx Way | XXXX | Xxxxx Way Hampton, LLC | FPLP is the sole member of the Property Owner | ||||
Schedule 10.4 – Page 1
