0001042776-12-000110 Sample Contracts

REVOLVING CREDIT Agreement Dated as of August 21, 2012 by and among
Revolving Credit Agreement • August 23rd, 2012 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings • New York

THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of August 21, 2012 by and among Piedmont Operating Partnership, LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), Piedmont Office Realty Trust, Inc., a corporation formed under the laws of the State of Maryland (the “Parent”), J.P. MORGAN SECURITIES LLC and RBC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Co-Lead Arranger” and “Book Runner”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”), ROYAL BANK OF CANADA, as Syndication Agent (the “Syndication Agent”), each of PNC BANK, NATIONAL ASSOCIATION, SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as a Documentation Agent (each a “Documentation Agent”), and each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5(b).

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AMENDMENT NO. 1 TO TERM LOAN AGREEMENT
Term Loan Agreement • August 23rd, 2012 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings • New York

This AMENDMENT NO. 1 TO TERM LOAN AGREEMENT, dated as of August 21, 2012 (this “Amendment No. 1”), is by and among PIEDMONT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), each of the financial institutions party to the Loan Agreement defined below (collectively, the “Lenders” and individually a “Lender”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”). Reference is made to that certain Term Loan Agreement, dated as of November 22, 2011 (the “Loan Agreement”), by and among the Borrower, the Lenders referenced therein and the Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Loan Agreement, as amended hereby.

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