0000950123-10-051288 Sample Contracts

Re: Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement
First Potomac Realty Trust • May 19th, 2010 • Real estate investment trusts

We refer to the Second Amended and Restated Revolving Credit Agreement dated as of December 29, 2009 (as amended 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 (collectively, the “Borrowers”), KEYBANK NATIONAL ASSOCIATION and the other lending institutions which are parties thereto (individually, a “Lender” and collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for itself and each other Lender (the “Agent”). 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.

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FIRST POTOMAC REALTY TRUST AMENDED AND RESTATED CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • May 19th, 2010 • First Potomac Realty Trust • Real estate investment trusts • New York

FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust corporation (the “Company”), and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, the sole general partner of which is the Company (the “Operating Partnership”), previously entered into a Controlled Sales Agreement with Cantor Fitzgerald & Co. (“CF&Co”), dated November 11, 2008 (the “Sales Agreement”). The Company, the Operating Partnership and CF&Co hereby amend and restate the Sales Agreement in its entirety, and hereby confirm their agreement (this “Agreement”) CF&Co, as follows:

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