0000950133-06-003074 Sample Contracts

Form of Series B Note
First Potomac Realty Trust • June 23rd, 2006 • Real estate investment trusts

This Note has not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except while registration under said Act is in effect or pursuant to an exemption from registration under said Act or if said Act does not apply.

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First Potomac Realty Investment Limited Partnership $37,500,000 6.41% Senior Notes, Series A, due June 15, 2013 $37,500,000 6.55% Senior Notes, Series B, due June 15, 2016 Note Purchase Agreement Dated as of June 22, 2006
First Potomac Realty Trust • June 23rd, 2006 • Real estate investment trusts • New York

First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Company"), and First Potomac Realty Trust, a Maryland real estate investment trust (the “Trust", the Trust and the Company being herein sometimes collectively referred to as the “Obligors"), jointly and severally, agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers") as follows:

Trust Guaranty First Potomac Realty Trust Dated as of June 22, 2006
Note Purchase Agreement • June 23rd, 2006 • First Potomac Realty Trust • Real estate investment trusts • New York

This Trust Guaranty (the or this “Guaranty”) is entered into by the undersigned First Potomac Realty Trust, a Maryland real estate investment trust (the “Guarantor”), as of June 22, 2006.

Guaranty Agreement Dated as of June 22, 2006
Guaranty Agreement • June 23rd, 2006 • First Potomac Realty Trust • Real estate investment trusts • New York

This Guaranty Agreement dated as of June 22, 2006 (the or this “Guaranty”) is entered into on a joint and several basis by each of the undersigned, together with any entity which may become a party hereto by execution and delivery of a Guaranty Supplement in substantially the form set forth as Exhibit A hereto (a “Guaranty Supplement”) (which parties are hereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors”).

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