REVOLVING CREDIT AGREEMENT

EXHIBIT 10.27

REVOLVING CREDIT AGREEMENT

among

FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

and

OTHER BORROWERS WHICH MAY BECOME PARTIES TO THIS AGREEMENT
and

FLEET NATIONAL BANK
and

OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT

and

FLEET NATIONAL BANK,
AS MANAGING ADMINISTRATIVE AGENT

with

FLEET SECURITIES, INC., AS ARRANGER

Dated as of December 31, 2003

TABLE OF CONTENTS

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-v-

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Exhibits to Revolving Credit Agreement

Exhibit A – Form of Revolving Credit Note

Exhibit B – Form of Completed Loan Request

Exhibit C – Forms of Compliance Certificates

Exhibit D – Collateral Property Conditions

Exhibit E – Form of Assignment and Assumption

Exhibit F – Form of Joinder Agreement

Exhibit G – Environmental Assessments

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Schedules to Revolving Credit Agreement

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REVOLVING CREDIT AGREEMENT

     This REVOLVING CREDIT AGREEMENT is made as of the 31st day of December, 2003, by and among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (“FPLP”) and the Wholly-Owned Subsidiaries (defined below) which are listed on Schedule 1 hereto (as such Schedule 1 may be (or may be deemed to be) amended from time to time (FPLP and any such Wholly-Owned Subsidiary being hereinafter referred to collectively as the “Borrower” unless referred to in their individual capacities), having their principal place of business at 7200 Wisconsin Avenue, Suite 310, Bethesda, Maryland 20814; FLEET NATIONAL BANK (“Fleet”), having its principal place of business at 100 Federal Street, Boston, Massachusetts 02110 and the other lending institutions which may become parties hereto pursuant to §20 (individually, a “Lender” and collectively, the “Lenders”); FLEET, as managing administrative agent for itself and each other Lender (the “Agent”); and FLEET SECURITIES, INC., as Arranger.

RECITALS

     A. The Borrower is primarily engaged in the business of owning, acquiring, developing, renovating and operating industrial and so-called flex properties in the Mid-Atlantic region of the United States.

     B. First Potomac Realty Trust, a Maryland real estate investment trust (the “Trust”), is the sole general partner of FPLP, holds in excess of 80% of the partnership interests in FPLP as of the date of this Agreement, and is qualified to elect REIT status for income tax purposes and has agreed to guaranty the obligations of the Borrower hereunder and under the other Loan Documents (as defined below).

     C. The Borrower and the Trust have requested, and the Lenders have agreed to establish, a senior secured revolving credit facility for use by the Borrower pursuant to the terms and conditions hereof.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

     §1. DEFINITIONS AND RULES OF INTERPRETATION .

     §1.1. Definitions. The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Agreement referred to below:

      AAP Qualification . See §7.6.

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      Accountants . In each case, independent certified public accountants reasonably acceptable to the Majority Lenders. The Lenders hereby acknowledge that the Accountants may include KPMG LLP and any other so-called “big-four” accounting firm.

      Accounts Payable . Accounts payable of the Borrower, the Trust and their respective Subsidiaries, as determined in accordance with GAAP.

      Additional Collateral Property Conditions . The conditions precedent to a Real Estate Asset (other than the Initial Collateral Properties, if any) becoming a Collateral Property, as set forth in §11.4.

      Adjusted EBITDA . As at any date of determination, an amount equal to (i) Consolidated EBITDA for the applicable period; minus (ii) the Capital Reserve on such date.

      Adjusted Net Operating Income . As at any date of determination, an amount equal to (i) the Net Operating Income of the Collateral Properties for the two most recently completed fiscal quarters, multiplied by 2; minus (ii) the Collateral Property Capital Reserve on such date.

      Advance Rate . See definition of “Borrowing Base Availability”.

      Affiliate . With reference to any Person, (i) any director, officer, general partner, trustee or managing member (or the equivalent thereof) of that Person, (ii) any other Person controlling, controlled by or under direct or indirect common control of that Person, (iii) any other Person directly or indirectly holding 5% or more of any class of the capital stock or other equity interests (including options, warrants, convertible securities and similar rights) of that Person, (iv) any other Person 5% or more of any class of whose capital stock or other equity interests (including options, warrants, convertible securities and similar rights) is held directly or indirectly by that Person, and (v) any Person directly or indirectly controlling that Person, whether through a management agreement, voting agreement, other contract or otherwise.

      Agent . See the preamble to this Agreement. The Agent shall include any successor agent, as permitted by §16.

      Agent’s Head Office . The Agent’s office located at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as the Agent may designate from time to time, or the office of any successor agent permitted under §16.

      Agreement . This Revolving Credit Agreement, including the Schedules and Exhibits hereto, as the same may be from time to time amended, restated, modified and/or supplemented and in effect.

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      Agreement of Limited Partnership of the Borrower . The Amended and Restated Agreement of Limited Partnership of FPLP, dated September 15, 2003, as amended, among the Trust and the limited partners named therein, as amended through the date hereof and as the same may be further amended from time to time as permitted by §8.20.

      Applicable Base Rate Margin . The Applicable Base Rate Margin is set forth in §2.3(c).

      Applicable L/C Percentage . With respect to any Letter of Credit, a per annum percentage equal to the Applicable Libor Margin in effect on the date on which such Letter of Credit was issued.

      Applicable Libor Margin . The Applicable Libor Margin is set forth in §2.3(c).

      Appraised Value of Collateral Properties . On any date of determination, the amount determined by the Agent from time to time based upon the applicable MAI Appraisals for the Collateral Properties at such time.

      Arranger . Fleet Securities, Inc.

      Assignment and Assumption . See §20.1.

      Assignments of Contracts . The collateral assignment and security agreement in respect of contracts, licenses and Permits dated as of the date hereof pursuant to which the Borrower has granted and assigned (or in the case of New Collateral Properties, will grant and assign) to the Agent, for the benefit of the Agent and the Lenders, a security interest in, and assignment of, the Borrower’s interest its contracts, licenses, Permits and Service Agreements relating to the Collateral Properties.

      Assignments of Protected Interest Rate Agreement . The one or more collateral assignments of interest rate agreements entered into by the Borrower from time to time in favor of the Agent, for the benefit of the Agent and the Lenders, pursuant to which the Borrower will assign all of its rights in and to the Protected Interest Rate Agreement.

      Assignments of Rents and Leases . The collateral assignments of rents and leases dated as of the date hereof from the Borrower to the Agent pursuant to which the Borrower has granted and assigned (or in the case of New Collateral Properties, will grant and assign) to the Agent, for the benefit of the Agent and the Lenders, a security interest in, and assignment of, the Borrower’s interest as lessor with respect to all Leases (and rents thereunder) of all or any part of the Collateral Properties.

      Base Rate . The higher of (i) the variable per annum rate of interest announced from time to time by Fleet at its head office in Boston, Massachusetts as its “base rate”

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and (ii) one half of one percent (1/2%) plus the Federal Funds Rate. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the Base Rate during an Interest Period shall be effective and result in a corresponding change on the same day in the rate of interest accruing from and after such day on the unpaid balance of principal of the Base Rate Loans, if any, effective on the day of such change in the Base Rate, without notice or demand of any kind.

      Base Rate Loan(s) . Those Loans bearing interest calculated by reference to the Base Rate.

      Borrower . See the preamble hereto.

      Borrowing Base . As determined from time to time, the Collateral Properties.

      Borrowing Base Availability . As of the date that any Loan is to be made hereunder, an amount equal to the lesser of (i) 70 % (the “Advance Rate”) of the Collateral Property Value at such time, provided that the Advance Rate shall be automatically and permanently decreased to 65% at such time as the Collateral Property Value multiplied by 65% would be at least equal to $50,000,000, and (ii) the Collateral Debt Service Coverage Amount at such time. The amount available to be drawn at any time shall be the Borrowing Base Availability less the Maximum Drawing Amount and all outstanding Loans at such time.

      Borrowing Base Conditions . See definition of “Collateral Property(ies)”.

      Borrowing Base NOI . As of any date of determination, the Adjusted Net Operating Income calculated with respect to the Real Estate Assets which are Collateral Properties during the quarter upon which such Net Operating Income is based, provided that such Net Operating Income shall be adjusted on a pro forma basis to account for Real Estate Assets that were sold by the Borrower during such quarter by reducing the Adjusted Net Operating Income by the Net Operating Income generated by such Real Estate Asset and to account for Real Estate Assets that were acquired by the Borrower and added to the Borrowing Base during such quarter by projecting the results generated by any such Real Estate Asset for the portion of the applicable quarter during which the Borrower owned such Real Estate Asset over the entire applicable quarter.

      Building Service Equipment . All apparatus, fixtures and articles of personal property owned by the Borrower now or hereafter attached to or used or procured for use in connection with the operation or maintenance of any Building, including, without limitation, all engines, furnaces, boilers, stokers, pumps, heaters, tank, dynamos, motors, generators, switchboards, electrical equipment, heating, plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning apparatus, gas and electric fixtures, elevators, escalators, fittings, and machinery and all other equipment of every kind and description,

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used or procured for use in the operation of any Building (except apparatus, fixtures or articles of personal property belonging to lessees or other occupants of such building or to Persons other than the Borrower unless the same be abandoned by any such lessee or other occupant or Person), together with any and all replacements thereof and additions thereto.

      Buildings . Individually and collectively, the buildings, structures and improvements now or hereafter located on the Real Estate Assets.

      Business Day . For all purposes other than as covered by clause (ii) below, any day other than a Saturday, Sunday or legal holiday on which banks in Boston, Massachusetts are open for the conduct of a substantial part of their commercial banking business; and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Libor Rate Loans, any day that is a Business Day described in clause (i) and that is also a day for trading by and between banks in United States dollar deposits in the London interbank market.

      Capital Expenditures . Any expenditure for any item that would be treated or defined as a capital expenditure under GAAP.

      Capital Reserve . As at any date of determination, a capital reserve equal to the total number of square feet of the Real Estate Assets on such date, multiplied by $0.15.

      Capitalization Rate . The Capitalization Rate shall be 9.5%.

      Capitalized Leases . Leases under which the Borrower or any of its Subsidiaries or any Partially-Owned Entity is the lessee or obligor, the discounted future rental obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

      CERCLA . See §7.18.

      Closing Date . December 31, 2003.

      Code . The Internal Revenue Code of 1986, as amended and in effect from time to time.

      Collateral . All of the properties, rights and interests of the Borrower, whether now owned or hereafter acquired, that are or are intended to be subject to the security interests, liens and mortgages created by the Security Documents, including, without limitation, (i) the Collateral Properties, (ii) the Leases, (iii) the Permits and the Service Agreements, (iv) any and all proceeds of the foregoing items (i) through (iii), inclusive, and (v) the Guaranty.

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      Collateral Debt Service Coverage Amount . As of any date of determination, the maximum principal amount calculated assuming (A) a monthly loan payment equal to (i) Adjusted Net Operating Income; divided by (ii) 1.4; with the result of clauses (i) and (ii) being divided by (iii) 12, (B) monthly interest at a rate per annum equal to the greatest of (i) the highest interest rate then applicable to the Loans, (ii) the then annual rate of interest on 10-year United States Treasury obligations plus 2.50% and (iii) 6.50%, and (C) a 25-year mortgage-style amortization.

      Collateral Property(ies) . As of any date of determination, an Initial Collateral Property, if any, or a New Collateral Property with respect to which the Collateral Property Conditions have been met and that: (i) is a Permitted Property, (ii) is not the subject of a Disqualifying Environmental Event, (iii) is not a Real Estate Asset Under Development, (iv) is wholly-owned by the Borrower, and (v) has been improved with a Building or Buildings which (a) have been issued a certificate of occupancy (where available) or are otherwise lawfully occupied for their intended use and (b) are in good and sound operating condition (the foregoing clauses (i) through (v) and the succeeding proviso being herein referred to collectively as the “Borrowing Base Conditions”). Any Collateral Property in which the Agent releases the lien of the Lenders pursuant to §11.3 shall no longer constitute a Collateral Property.

      Collateral Property Capital Reserve . As at any date of determination, a capital reserve equal to the total number of square feet of the Collateral Properties on such date, multiplied by $0.15.

      Collateral Property Conditions . The conditions set forth in Section 12 hereof and in Exhibit D hereto, and including items relating to financial analysis, inspection, title insurance, property and liability insurance coverages, Leases, rent rolls, environmental site assessment, appraisal and structural review of any proposed Collateral Property.

      Collateral Property Value . At any date of determination, the sum of (i) with respect to all Real Estate Assets that have been Collateral Properties for less than two complete fiscal quarters, an amount equal to the Appraised Value of Collateral Properties, plus (ii) with respect to all Real Estate Assets that have been Collateral Properties for at least two complete fiscal quarters, an amount equal to Borrowing Base NOI divided by the Capitalization Rate.

      Commitment . With respect to each Lender, the amount set forth from time to time on Schedule 2 hereto as the amount of such Lender’s Commitment to make Revolving Credit Loans to, and to participate in the issuance, extension and renewal of Letters of Credit for the account of, the Borrower as such Schedule 2 may be updated by the Agent from time to time.

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      Commitment Percentage . With respect to each Lender, the percentage set forth on Schedule 2 hereto as such Lender’s percentage of the Total Commitment, as such Schedule 2 may be updated by the Agent from time to time.

      Completed Loan Request . A loan request accompanied by all information required to be supplied under the applicable provisions of §2.4.

      Consolidated or consolidated . With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower, the Trust and their respective Subsidiaries, consolidated in accordance with GAAP in accordance with the terms of this Agreement.

      Consolidated EBITDA . In relation to the Borrower, the Trust and their respective Subsidiaries for any fiscal quarter, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment for so-called “straight-line rent accounting”) for such quarter, plus (x) the following to the extent deducted in computing such Consolidated net income for such quarter: (i) Consolidated Total Interest Expense for such quarter, (ii) real estate depreciation and amortization for such quarter, and (iii) other non-cash charges for such quarter; and minus (y) all gains attributable to the sale or other disposition of assets or debt restructurings in such quarter, in each case adjusted to include the Borrower’s, the Trust’s or any Subsidiary’s pro rata share of EBITDA (and the items comprising EBITDA) from any Partially-Owned Entity in such quarter, based on its percentage ownership interest in such Partially-Owned Entity (or such other amount to which the Borrower, the Trust or such Subsidiary is entitled or for which the Borrower, the Trust or such Subsidiary is obligated based on an arm’s length agreement). In determining Consolidated EBITDA for the purposes of calculating Fair Market Value of Real Estate Assets and Consolidated Total Adjusted Asset Value, (i) any and all income of the Borrower, the Trust and their respective Subsidiaries received from any Real Estate Asset Under Development or any other Real Estate Asset that is included in such calculations at its cost basis value shall be excluded, (ii) for the first two complete fiscal quarters after a Real Estate Asset is acquired, it shall be included in such calculations at its cost basis value, as determined in accordance with GAAP, and (iii) Consolidated EBITDA shall be adjusted on a pro forma basis to account for Real Estate Assets that were sold by the Borrower during such quarter by reducing the Consolidated EBITDA generated by such Real Estate Asset and to account for Real Estate Assets that were acquired by the Borrower during such quarter by projecting the Consolidated EBITDA generated by any such Real Estate Asset for the portion of the applicable quarter during which the Borrower owned such Real Estate Asset over the entire applicable quarter. For purposes of this definition, it is agreed that (a) for the fiscal quarter ending December 31, 2003, Consolidated EBITDA is equal to Consolidated EBITDA for the two consecutive fiscal months ending on December 31, 2003 multiplied by 1.5, (b) for the two consecutive fiscal quarters ending March 31, 2004, Consolidated EBITDA is equal to Consolidated EBITDA for the five consecutive

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fiscal months ending on March 31, 2004 multiplied by 1.2, (c) for the four consecutive fiscal quarters ending December 31, 2003, Consolidated EBITDA is equal to Consolidated EBITDA for the two consecutive fiscal months ending on December 31, 2003 multiplied by 6, (d) for the four consecutive fiscal quarters ending March 31, 2004, Consolidated EBITDA is equal to Consolidated EBITDA for the five consecutive fiscal months ending on March 31, 2004 multiplied by 2.4, (e) for the four consecutive fiscal quarters ending June 30, 2004, Consolidated EBITDA is equal to Consolidated EBITDA for the eight consecutive fiscal months ending on June 30, 2004 multiplied by 1.5 and (f) for the four consecutive fiscal quarters ending September 30, 2004, Consolidated EBITDA is equal to Consolidated EBITDA for the eleven consecutive fiscal months ending on September 30, 2004 multiplied by 1.09. In addition, in respect of charges required to be taken against Consolidated EBITDA and bonuses and stock grants made by the Trust, in each case in connection with the Initial Public Offering, only one sixth (1/6) of the aggregate amount of such Initial Public Offering charges taken in the fiscal quarter ending December 31, 2003 shall be required to reduce Consolidated EBITDA for such quarter.

      Consolidated Fixed Charges . For any fiscal quarter, an amount equal to (i) Consolidated Total Interest Expense for such quarter plus (ii) the aggregate amount of scheduled principal payments of Indebtedness (excluding balloon payments at maturity) required to be made during such quarter by the Borrower, the Trust and their respective Subsidiaries on a Consolidated basis plus (iii) the dividends and distributions, if any, paid or required to be paid during such quarter on the Preferred Equity, if any, of the Borrower, the Trust and their respective Subsidiaries (other than dividends paid in the form of capital stock). For purposes of this definition, it is agreed that (a) for the fiscal quarter ending December 31, 2003, Consolidated Fixed Charges are equal to Consolidated Fixed Charges for the two consecutive fiscal months ending on December 31, 2003 multiplied by 1.5, (b) for the four consecutive fiscal quarters ending December 31, 2003, Consolidated Fixed Charges are equal to Consolidated Fixed Charges for the two consecutive fiscal months ending on December 31, 2003 multiplied by 6, (c) for the four consecutive fiscal quarters ending March 31, 2004, Consolidated Fixed Charges are equal to Consolidated Fixed Charges for the five consecutive fiscal months ending on March 31, 2004 multiplied by 2.4, (d) for the four consecutive fiscal quarters ending June 30, 2004, Consolidated Fixed Charges are equal to Consolidated Fixed Charges for the eight consecutive fiscal months ending on June 30, 2004 multiplied by 1.5 and (e) for the four consecutive fiscal quarters ending September 30, 2004, Consolidated Fixed Charges are equal to Consolidated EBITDA for the eleven consecutive fiscal months ending on September 30, 2004 multiplied by 1.09.

      Consolidated Tangible Net Worth . As of any date of determination, an amount equal to the Consolidated tangible net worth of the Borrower and its Subsidiaries, as determined in accordance with GAAP.

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      Consolidated Total Adjusted Asset Value . As of any date of determination, the sum of (A) the Fair Market Value of Real Estate Assets as of such date; plus (B) the value of the Borrower’s assets other than Real Estate Assets as of such date, as determined in accordance with GAAP.

      Consolidated Total Indebtedness . As of any date of determination, Consolidated Total Indebtedness means for the Borrower, the Trust and their respective Subsidiaries, all obligations, contingent or otherwise, which should be classified on the obligor’s balance sheet as liabilities, or to which reference should be made by footnotes thereto, all in accordance with GAAP, including, in any event, the sum of (without double-counting), (i) all Accounts Payable on such date, and (ii) all Indebtedness outstanding on such date, in each case whether Recourse, Without Recourse or contingent, provided , however , that amounts not drawn under the Revolving Credit Loans on such date shall not be included in calculating Consolidated Total Indebtedness, and provided , further , that (without double-counting), each of the following shall be included in Consolidated Total Indebtedness: (a) all amounts of guarantees, indemnities for borrowed money, stop-loss agreements and the like provided by the Borrower, the Trust and their respective Subsidiaries, in each case in connection with and guarantying repayment of amounts outstanding under any other Indebtedness; (b) all amounts for which a letter of credit (including the Letters of Credit) has been issued for the account of the Borrower, the Trust or any of their respective Subsidiaries; (c) all amounts of bonds posted by the Borrower, the Trust or any of their respective Subsidiaries guaranteeing performance or payment obligations; and (d) all liabilities of the Borrower, the Trust or any of their respective Subsidiaries as partners, members or the like for liabilities (whether such liabilities are Recourse, Without Recourse or contingent obligations of the applicable partnership or other Person) of partnerships or other Persons in which any of them have an equity interest, which liabilities are for borrowed money or any of the matters listed in clauses (a), (b) or (c) above. Without limitation of the foregoing (without double counting), with respect to any Partially-Owned Entity, (x) to the extent that the Borrower, the Trust or any of their respective Subsidiaries or such Partially-Owned Entity is providing a completion guaranty in connection with a construction loan entered into by a Partially-Owned Entity, Consolidated Total Indebtedness shall include the Borrower’s, the Trust’s or such Subsidiary’s pro rata liability under the Indebtedness relating to such completion guaranty (or, if greater, the Borrower’s, the Trust’s or such Subsidiary’s potential liability under such completion guaranty) and (y) in connection with the liabilities described in clauses (a) and (d) above (other than completion guarantees, which are referred to in clause (x)), the Consolidated Total Indebtedness shall include the portion of the liabilities of such Partially-Owned Entity which are attributable to the Borrower’s, the Trust’s or such Subsidiary’s percentage equity interest in such Partially-Owned Entity or such greater amount of such liabilities for which the Borrower, the Trust or their respective Subsidiaries are, or have agreed to be, liable by way of guaranty, indemnity for borrowed money, stop-loss agreement or the like, it being agreed that, in any case, Indebtedness of a Partially-Owned Entity shall not be excluded from Consolidated Total Indebtedness by virtue of the liability of such Partially-Owned Entity

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being Without Recourse. For purposes hereof, the amount of borrowed money shall equal the sum of (1) the amount of borrowed money as determined in accordance with GAAP plus (2) the amount of those contingent liabilities for borrowed money set forth in subsections (a) through (d) above, but shall exclude any adjustment for so-called “straight-line interest accounting”.

      Consolidated Total Interest Expense . For any fiscal quarter, the aggregate amount of interest required in accordance with GAAP to be paid, accrued, expensed or, to the extent it could be a cash expense in the applicable quarter, capitalized, without double-counting, by the Borrower, the Trust and their respective Subsidiaries during such quarter on: (i) all Indebtedness of the Borrower, the Trust and their respective Subsidiaries (including the Loans and including original issue discount and amortization of prepaid interest, if any), (ii) all amounts available for borrowing, or for drawing under letters of credit (including the Letters of Credit), if any, issued for the account of the Borrower, the Trust or any of their respective Subsidiaries, but only if such interest was or is required to be reflected as an item of expense, and (iii) all commitment fees, agency fees, facility fees, balance deficiency fees and similar fees and expenses in connection with the borrowing of money. For purposes of this definition, it is agreed that (a) for the fiscal quarter ending December 31, 2003, Consolidated Total Interest Expense is equal to Consolidated Total Interest Expense for the two consecutive fiscal months ending on December 31, 2003 multiplied by 1.5, (b) for the four consecutive fiscal quarters ending December 31, 2003, Consolidated Total Interest Expense is equal to Consolidated Total Interest Expense for the two consecutive fiscal months ending on December 31, 2003 multiplied by 6, (c) for the four consecutive fiscal quarters ending March 31, 2004, Consolidated Total Interest Expense is equal to Consolidated Total Interest Expense for the five consecutive fiscal months ending on March 31, 2004 multiplied by 2.4, (d) for the four consecutive fiscal quarters ending June 30, 2004, Consolidated Total Interest Expense is equal to Consolidated Total Interest Expense for the eight consecutive fiscal months ending on June 30, 2004 multiplied by 1.5 and (e) for the four consecutive fiscal quarters ending September 30, 2004, Consolidated Total Interest Expense is equal to Consolidated Total Interest Expense for the eleven consecutive fiscal months ending on September 30, 2004 multiplied by 1.09.

      Conversion Request . A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §2.5.

      Default . When used with reference to this Agreement or any other Loan Document, an event or condition specified in §14.1 that, but for the requirement that time elapse or notice be given, or both, would constitute an Event of Default.

      Delinquent Lender . See §16.5(c).

      Disqualifying Environmental Event . Any Release or threatened Release of Hazardous Substances, any violation of Environmental Laws or any other similar

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environmental event with respect to any Collateral Property that will, in the Agent’s reasonable opinion, cost in excess of $500,000 to remediate or, which, with respect to all of the Collateral Properties, will, in the Agent’s reasonable opinion cost in excess of $1,000,000 in the aggregate to remediate.

      Distribution . With respect to:

     (i) the Borrower, any distribution of cash or other cash equivalent, directly or indirectly, to the partners of the Borrower; or any other distribution on or in respect of any partnership interests of the Borrower; and

     (ii) the Trust, the declaration or payment of any dividend on or in respect of any shares of any class of capital stock or other equity of the Trust, other than dividends payable solely in shares of common stock by the Trust; the purchase, redemption, or other retirement of any shares of any class of capital stock or other equity of the Trust, directly or indirectly through a Subsidiary of the Trust or otherwise; the return of capital by the Trust to its shareholders as such; or any other distribution on or in respect of any shares of any class of capital stock or other equity of the Trust.

      Dollars or $ . Lawful currency of the United States of America.

      Drawdown Date . The date on which any Revolving Credit Loan is made or is to be made, and the date on which any Revolving Credit Loan is converted or continued in accordance with §2.5.

      Eligible Assignee . Any of (a) a commercial bank (or similar financial institution) organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $500,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with GAAP; and (c) a commercial bank (or similar financial institution) organized under the laws of any other country (including the central bank of such country) which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having total assets in excess of $500,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the United States of America.

      Employee Benefit Plan . Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

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      Environmental Indemnity Agreement . The one or more Environmental Indemnity Agreements entered into on or after the date hereof from the Borrower and the Trust to the Agent and the Lenders pursuant to which the Borrower and the Trust shall each, among other things, indemnify the Agent and the Lenders from environmental liability on or affecting the Collateral Properties in accordance with the terms thereof.

      Environmental Laws . See §7.18(a).

      Environmental Reports . See §7.18

      ERISA . The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

      ERISA Affiliate . Any Person which is treated as a single employer with the Borrower under §414 of the Code.

      ERISA Reportable Event . A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder.

      Event of Default . See §14.1.

      Extension . See §2.9.

      Facility Fee . See §2.3(d).

      Fair Market Value of Real Estate Assets . As of any date of determination, the sum of (A) with respect to Real Estate Assets other than Real Estate Assets Under Development, an amount equal to (i)(x) Adjusted EBITDA for the most recent two (2) consecutive complete fiscal quarters less management fees paid in such period to the extent not already deducted in calculating Adjusted EBITDA or, if greater, 3% of total revenues in such period minus any management fees actually paid in such period and deducted in calculating Adjusted EBITDA (as such management fee amount is adjusted in conformity with the adjustments made in determining Adjusted EBITDA for the applicable quarters), with the sum thereof multiplied by (y) 2; with the product thereof being divided by (z) the Capitalization Rate; plus (B) with respect to Real Estate Assets Under Development, an amount equal to the cost basis value of such Real Estate Asset on such date, as determined in accordance with GAAP and approved by the Agent. Notwithstanding the foregoing, in calculating Adjusted EBITDA for purposes of determining the Fair Market Value of Real Estate Assets only, there shall be added back to Consolidated EBITDA for the applicable period the aggregate amount of general and administrative expenses, as determined in accordance with GAAP, incurred by the Borrower, the Trust and their respective Subsidiaries in such period.

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      Federal Funds Rate . For any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from 3 federal funds brokers of recognized standing selected by the Agent.

      Financial Statement Date . June 30, 2003.

      Formation Transactions . The “Formation Transactions” as set forth and described in the Prospectus.

      Fronting Bank . Fleet.

      “funds from operations” . As defined in accordance with resolutions adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, as in effect at the applicable date of determination.

      GAAP . Generally accepted accounting principles, consistently applied.

      Guaranteed Pension Plan . Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or the Trust, as the case may be, or any ERISA Affiliate of any of them the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

      Guaranty . The Guaranty, dated as of the date hereof, made by the Trust in favor of the Agent and the Lenders pursuant to which the Trust guarantees to the Agent and the Lenders the unconditional payment and performance of the Obligations.

      Hazardous Substances . See §7.18(b).

      Increase . See §2.8.

      Increase Conditions . The satisfaction of each of the following:

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      Indebtedness . All obligations, contingent and otherwise, that in accordance with GAAP should be classified upon the obligor’s balance sheet as liabilities, or to which reference should be made by footnotes thereto, including in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect, including, without limitation, all Obligations; (b) all liabilities secured by any mortgage, pledge, security interest, lien, charge, or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all reimbursement obligations under letters of credit (including the Letters of Credit); and (d) all guarantees for borrowed money, endorsements and other contingent obligations, whether direct or indirect, in respect of indebtedness or obligations of others, including any obligation to supply funds (including partnership obligations and capital requirements) to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise.

      Initial Collateral Properties . None.

      Initial Public Offering . The initial public offering of the Trust, as described in the Prospectus.

      Interest Payment Date . As to any Base Rate Loan and any Libor Rate Loan, the last day of any calendar month in which such Loan is outstanding, and with respect to any Libor Rate Loan, also on the last day of the applicable Interest Period.

      Interest Period . With respect to each Revolving Credit Loan, but without duplication of any other Interest Period, (a) initially, the period commencing on the

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Drawdown Date of such Loan and ending on the last day of one of the following periods (as selected by the Borrower in a Completed Loan Request): (i) for any Base Rate Loan, the calendar month in which such Base Rate Loan is made (whether by borrowing or by conversion from a Libor Rate Loan), and (ii) for any Libor Rate Loan, 30, 60 or 90 days; and (b) thereafter, each period commencing at the end of the last day of the immediately preceding Interest Period applicable to such Revolving Credit Loan and ending on the last day of the applicable period set forth in (a)(i) and (ii) above (as selected by the Borrower in a Conversion Request); provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

     (A) if any Interest Period with respect to a Base Rate Loan would end on a day that is not a Business Day, that Interest Period shall end on the next succeeding Business Day;

     (B) if any Interest Period with respect to a Libor Rate Loan would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

     (C) if the Borrower shall fail to give notice of conversion as provided in §2.5, the Borrower shall be deemed to have requested a conversion of the affected Libor Rate Loan to a Base Rate Loan on the last day of the then current Interest Period with respect thereto;

     (D) any Interest Period relating to any Libor Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to subparagraph (E) below, end on the last Business Day of a calendar month; and

     (E) no Interest Period may extend beyond the Maturity Date.

      Investments . All expenditures made and all liabilities incurred (contingently or otherwise, but without double-counting): (i) for the acquisition of stock, partnership or other equity interests or for the acquisition of Indebtedness of, or for loans, advances, capital contributions or transfers of property to, any Person; (ii) in connection with Real Estate Assets Under Development; and (iii) for the acquisition of any other obligations of any Person. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (b) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as

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dividends, interest or otherwise; and (c) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.

      IPO Proceeds . The proceeds of the Initial Public Offering available to the Borrower (after deducting the costs and expenses incurred in connection with the Initial Public Offering).

      Joinder Documents . The one or more Joinder Agreements among the Agent (on behalf of itself and the Lenders) and any Wholly-owned Subsidiary which is to become a Borrower at any time after the Closing Date, the form of which is attached hereto as Exhibit F , together with all other documents, instruments and certificates required by any such Joinder Agreement to be delivered by such Wholly- owned Subsidiary to the Agent and the Lenders on the date such Wholly-owned Subsidiary becomes a Borrower hereunder.

      Leases . Leases, licenses and agreements whether written or oral, relating to the use or occupation of space in or on the Buildings or on the Real Estate Assets by persons other than the Borrower or any other member of the Potomac Group, including but not limited to the leases listed on Schedule 7.23(l) .

      Lenders . Collectively, Fleet and each other lending institution which may become a party to this Agreement, and any other Person who becomes an assignee of any rights of a Lender pursuant to §20 or a Person who acquires all or substantially all of the stock or assets of a Lender.

      Letters of Credit . See §5.1.1.

      Letter of Credit Application . See §5.1.1.

      Letter of Credit Fee . See §2.3(e).

      Letter of Credit Participation . See §5.1.4.

      Libor Breakage Costs . With respect to any Libor Rate Loan to be prepaid prior to the end of the applicable Interest Period or not borrowed, converted or continued (“drawn” and, with correlative meaning, “draw”) after elected, a prepayment “breakage” fee in an amount required to compensate the Lenders for any and all additional losses, costs or expenses that such Lenders incur as a result of such prepayment or failure to borrow, convert or continue a Libor Rate Loan, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits of other funds acquired by any Lender to fund or maintain such Libor Rate Loan.

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      Libor Rate . For any Interest Period with respect to a Libor Rate Loan, means, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to such Libor Rate Loan which appears on the Dow Jones Market Service (formerly known as the Telerate Service) page 3750 as of 11:00 a.m. London time on the day that is two Business Days preceding the first day of such Libor Rate Loan; provided , however , if the rate described above does not appear on the Dow Jones Market Service on any applicable interest determination date, the Libor Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Libor Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) Business Days preceding the first day of such Libor Rate Loan, as selected by the Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Libor Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the day that is two Business Days preceding the first day of such Libor Rate Loan. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed that the Libor Rate cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to Libor Rate deposits of any Lender, then for any period during which such Reserve Percentage shall apply, the Libor Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

      Libor Rate Loan(s) . Loans bearing interest calculated by reference to the Libor Rate.

      Lien . See §9.2.

      Loan Documents . Collectively, this Agreement, the Guaranty, the Security Documents, the Notes, the Letters of Credit, the Letter of Credit Applications, the Joinder Documents and any and all other agreements, instruments, documents or certificates now or hereafter evidencing or otherwise relating to the Loans and executed and delivered by or on behalf of the Borrower or its Subsidiaries or the Trust or its Subsidiaries in connection with or in any way relating to the Loans or the transactions contemplated by this Agreement, and all schedules, exhibits and annexes hereto or thereto, as any of the same may from time to time be amended and in effect.

      Loans . The Revolving Credit Loans.

      MAI Appraisal . Real property appraisal(s) of the value of any Collateral Property or property proposed by the Borrower to become a Collateral Property, determined on a

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market value basis, performed and prepared at the Borrower’s expense, impartially by an independent MAI qualified appraiser(s) selected and retained by the Agent, the form and substance of such appraisal(s) to be subject to review, revision, adjustment and approval by the Agent with the final determination of value to be made by the Agent. Each such Appraisal shall have been prepared in accordance with the Uniform Standards of Professional Appraisal Practice and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

      Major Leases . Those Leases for 10,000 square feet or more of the net leaseable area of a Building located on a Collateral Property, as such square footage number may be increased by the Agent in its sole discretion. For purposes of this definition, all leases to a single tenant and/or its Affiliates within a building or industrial park or similar development, in each case located on a Collateral Property, shall be aggregated.

      Major Tenants . As to any Major Lease, those tenants that are parties to that Major Lease and any guarantors of those tenants.

      Majority Lenders . As of any date, the Lenders whose aggregate Commitments constitute at least sixty-six and two-thirds percent (66-2/3%) of the Total Commitment (or, if the Commitments have been terminated, the Lenders whose aggregate Commitments, immediately prior to such termination, constituted at least sixty-six and two-thirds percent (66-2/3%) of the Total Commitment).

      Maturity Date . December 31, 2006, or such earlier date (or later date pursuant to §2.9) on which the Revolving Credit Loans shall become due and payable pursuant to the terms hereof. The Maturity Date may be extended to December 31, 2007 in accordance with the terms of §2.9.

      Maximum Drawing Amount . The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such maximum aggregate amount may be reduced from time to time pursuant to the terms of the Letter of Credit.

      Multiemployer Plan . Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower or the Trust, as the case may be, or any ERISA Affiliate.

      Net Operating Income . For any period, an amount equal to (i) the aggregate rental and other income from the operation of the applicable Real Estate Assets during such period; minus (ii) all expenses and other proper charges incurred in connection with the operation of such Real Estate Assets (including, without limitation, real estate taxes, management fees and bad debt expenses) during such period; but, in any case, before payment of or provision for debt service charges for such period, income taxes for such period, capital expenses for such period, and depreciation, amortization, and other non-

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cash expenses for such period, all as determined in accordance with GAAP (except that any rent leveling adjustments shall be excluded from rental income). For purposes of this definition, it is agreed that (a) for the two consecutive fiscal quarters ending December 31, 2003, Net Operating Income for such two quarters shall be equal to the Net Operating Income for the two consecutive fiscal months ending on December 31, 2003 multiplied by 3, and (b) for the two consecutive fiscal quarters ending March 30, 2004, Net Operating Income for such two quarters shall be equal to the Net Operating Income for the five consecutive fiscal months ending on March 31, 2004 multiplied by 1.2.

      New Collateral Properties . See §11.4. The New Collateral Properties shall include the Real Estate Assets more particularly described in the Security Deeds for such properties; (b) the Buildings and Building Service Equipment located thereon; (c) all other property owned by the Borrower located on or at the New Collateral Properties incident to any of the same described in any Security Document or other Loan Document; and (d) all proceeds or products of any of the foregoing, unless released pursuant to §11.3.

      Note Record . A Record with respect to any Note.

      Notes . The Revolving Credit Notes.

      Obligations . All indebtedness, obligations and liabilities of the Borrower and its Subsidiaries to any of the Lenders or the Agent, individually or collectively (but without double-counting), under this Agreement and each of the other Loan Documents and in respect of any of the Loans, the Notes and Reimbursement Obligations incurred and the Letter of Credit Applications and the Letters of Credit and other instruments at any time evidencing any thereof, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, and including any indebtedness, obligations and liabilities of the Borrower and its Subsidiaries under any Protected Interest Rate Agreement entered into with any Lender.

      Organizational Documents . Collectively, (i) the Agreement of Limited Partnership of FPLP, (ii) the Certificate of Limited Partnership of FPLP, (iii) the Amended and Restated Declaration of Trust of the Trust, (iv) the Amended and Restated By-Laws of the Trust, and (v) all of the partnership agreements, corporate charters and by-laws, limited liability company operating agreements, joint venture agreements or similar agreements, charter documents and certificates or other agreements relating to the formation, organization or governance of any Borrower (including, without limitation, any Wholly-owned Subsidiary who becomes a Borrower from time to time hereunder), in each case as any of the foregoing may be amended in accordance with §8.20.

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      Partially-Owned Entity(ies) . Any of the partnerships, associations, corporations, limited liability companies, trusts, joint ventures or other business entities or Persons in which the Borrower or the Trust, directly, or indirectly through its full or partial ownership of another entity, own an equity interest, but which is not required in accordance with GAAP to be consolidated with the Borrower or the Trust for financial reporting purposes.

      PBGC . The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

      Permits . All governmental permits, licenses, and approvals necessary for the lawful operation and maintenance of the Real Estate Assets.

      Permitted Liens . Liens permitted by §9.2.

      Permitted Property . A property which is an industrial property or a so-called flex property and is located in the Mid-Atlantic region.

      Person . Any individual, corporation, general partnership, limited partnership, trust, limited liability company, limited liability partnership, unincorporated association, business, or other legal entity, and any government (or any governmental agency or political subdivision thereof).

      Potomac Group . Collectively, (i) FPLP, (ii) the Trust, (iii) the respective Subsidiaries of FPLP and the Trust and (iv) the Partially-Owned Entities.

      Preferred Equity . Any preferred stock, preferred partnership interests, preferred member interests or other preferred equity interests issued by the Borrower, the Trust or any of their respective Subsidiaries.

      Prospectus . See §7.22.

      Prospectus Financials . See §7.4(a).

      Protected Interest Rate Agreement . An agreement which evidences the interest protection arrangements required by §8.15, and all extensions, renewals, modifications, amendments, substitutions and replacements thereof.

      Rate Period . The period beginning on the first day of any fiscal month following delivery to the Agent of the annual or quarterly financial statements required to be delivered pursuant to §8.4.1(a) or §8.4(b) and ending on the last day of the fiscal month in which the next such annual or quarterly financial statements are delivered to the Agent.

      RCRA . See §7.18.

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      Real Estate Assets . The fixed and tangible properties consisting of land and/or Buildings owned by the Borrower or any of its Subsidiaries at the relevant time of reference thereto, including, without limitation, the Collateral Properties at such time of reference.

      Real Estate Assets Under Development . Any Real Estate Assets for which the Borrower or any of its Subsidiaries is actively pursuing construction of one or more Buildings or other improvements and for which construction is proceeding to completion without undue delay from Permit denial, construction delays or otherwise, all pursuant to such Person’s ordinary course of business, provided that any such Real Estate Asset (or, if applicable, any Building comprising a portion of any such Real Estate Asset) will no longer be considered a Real Estate Asset Under Development when a certificate of occupancy has issued for such Real Estate Asset (or Building) or such Real Estate Asset (or Building) may otherwise be lawfully occupied for its intended use.

      Record . The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by any Lender with respect to any Loan.

      Recourse . With reference to any obligation or liability, any liability or obligation that is not Without Recourse to the obligor thereunder, directly or indirectly. For purposes hereof, a Person shall not be deemed to be “indirectly” liable for the liabilities or obligations of an obligor solely by reason of the fact that such Person has an ownership interest in such obligor, provided that such Person is not otherwise legally liable, directly or indirectly, for such obligor’s liabilities or obligations (e.g., without limitation, by reason of a guaranty or contribution obligation, by operation of law or by reason of such Person being a general partner of such obligor).

      Registration Statement . See §7.22.

      Reimbursement Obligation . The Borrower’s obligation to reimburse the Lenders and the Agent on account of any drawing under any Letter of Credit as provided in §5.2. Notwithstanding the foregoing, unless the Borrower shall notify the Agent of its intent to repay the Reimbursement Obligation on the date of the related drawing under any Letter of Credit as provided in §5.2 and such Reimbursement Obligation is in fact paid by the Borrower on such date, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become a Base Rate Loan as set forth in §5.3.

      REIT . A “real estate investment trust”, as such term is defined in Section 856 of the Code.

      Release . See §7.18(c)(iii).

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      Reserve Percentage . The maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against " Euro-currency Liabilities ” as defined in Regulation D.

      Revolving Credit Loan(s) . Each and every revolving credit loan made or to be made by the Lenders to the Borrower pursuant to §2.

      Revolving Credit Notes . Collectively, the separate promissory notes of the Borrower in favor of each Lender in substantially the form of Exhibit A hereto, in an aggregate principal amount equal to $50,000,000, dated as of the date hereof or as of such later date as any Person becomes a Lender under this Agreement, and completed with appropriate insertions, as each of such notes may be amended, replaced, substituted and/or restated from time to time.

      SARA . See §7.18.

      SEC . The Securities and Exchange Commission, or any successor thereto.

      SEC Filings . Collectively, (i) the Registration Statement, (ii) the Prospectus, (iii) each so-called follow-on prospectus filed by the Trust with the SEC from time to time, (v) each Form 10-K and Form 8-K filed by the Trust with the SEC from time to time and (vi) each of the other public forms and reports filed by the Trust with the SEC from time to time.

      Security Deeds . Collectively, the mortgages and deeds of trust from the Borrower to the Agent for the benefit of the Lenders (or to trustees named therein acting on behalf of the Agent for the benefit of the Lenders), pursuant to which the Borrower has conveyed (or in the case of New Collateral Properties, will convey) to the Agent, for itself and as agent for the Lenders, the Collateral Properties as security for the Obligations.

      Security Documents . Collectively, the Security Deeds, the Assignments of Rents and Leases, the Environmental Indemnity Agreements, the Assignment of Contracts, the Subordination, Attornment and Non-Disturbance Agreements, the Guaranty, the Assignment of Protected Interest Rate Agreement, the UCC-1 financing statements executed and delivered in connection therewith, and all other agreements, instruments or contracts at any time evidencing any security for the payment of the Obligations.

      Service Agreements . Collectively, the service agreements with third parties (including the Borrower’s Subsidiaries), whether written or oral, relating to the operation, management, maintenance, security, finance or insurance of the Collateral Properties.

      Subordination, Attornment and Non-Disturbance Agreement . An agreement among the Agent (for the benefit of itself and the Lenders), the Borrower and a tenant under a

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Collateral Property Lease pursuant to which such tenant agrees to subordinate its rights under the Lease to the lien of the applicable Security Deed and agrees to recognize the Agent or its successor in interest as landlord under the Lease in the event of a foreclosure or deed-in-lieu under the Security Deed, in form and substance reasonably satisfactory to the Agent.

      Subsidiary . Any corporation, association, partnership, limited liability company, trust, joint venture or other business entity or Person which is required to be consolidated with the Borrower or the Trust in accordance with GAAP.

      Surveys . Instrument surveys of each of the Collateral Properties dated as of a date satisfactory to the Agent in respect of each Initial Collateral Property, if any, or, in the case of a New Collateral Property, no earlier than ninety (90) days before the date upon which such property becomes a Collateral Property, each of which (except as may otherwise be accepted in writing by the Agent) shall show the location of all buildings, structures, easements and utility lines on the applicable Collateral Property, shall be sufficient to remove the general survey exception from the applicable Title Policy, shall show that all buildings and structures are within the lot lines of the applicable Collateral Property, shall not show any encroachments by others, shall show the zoning district or districts in which the applicable Collateral Property is located and shall show whether or not the applicable Collateral Property is located in a flood hazard district as established by the Federal Emergency Management Agency or any successor agency or is located in any flood plain, flood hazard or wetland protection district established under federal, state or local law and, in addition, shall otherwise be in form and substance reasonably satisfactory to the Agent and meet the then applicable standards of the Agent.

      Surveyor Certificates . Certificates executed by the surveyors who prepared the Surveys dated as of a date in close proximity to the date of the applicable survey and containing such information relating to the Collateral Properties as the Agent or the Title Insurance Company may require, such certificates to be reasonably satisfactory to the Agent in form and substance.

      Tenant Estoppel . A tenant estoppel certificate addressed to the Agent (for the benefit of the Agent and the Lenders) executed by a tenant under a Major Lease which attests to the authenticity and validity of such tenants’ Major Lease and the absence of default by either party thereunder, contains such other information as the Agent may reasonably require, and contains no information unsatisfactory to the Agent in its reasonable discretion.

      Title Insurance Company . Fidelity National Title Insurance Company or other nationally recognized title insurance company first approved by the Agent.

      Title Policy . For each Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent form of mortgage title insurance

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policy acceptable to the Agent) issued by the Title Insurance Company (with such reinsurance or co-insurance as the Agent may reasonably require, any such reinsurance to be with direct access agreements) in an amount equal to the Total Commitment in effect from time to time (or such lesser amount as the Agent may approve based upon the greater of the Appraised Value of Collateral Properties attributable to such Collateral Property and the Collateral Property Value attributable to such Collateral Property) insuring the priority of the Security Deed and Assignment of Leases and Rents relating to such Collateral Property, and insuring that the Borrower holds good and clear record marketable fee simple title to such Collateral Property, subject only to the encumbrances permitted by the relevant Security Deed and which shall not contain exceptions for mechanics liens, persons in occupancy (other than tenants under Leases listed on Schedule 7.23 with respect to the Initial Collateral Properties, if any, and other than as approved by the Agent with respect to New Collateral Properties, as tenants only, with no purchase option or right of first refusal) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its sole discretion, and shall contain such endorsements and affirmative insurance as the Agent in its discretion may reasonably require, including but not limited to (a) comprehensive endorsement, (b) variable rate of interest endorsement, (c) usury endorsement, (d) revolving credit endorsement, (e) doing business endorsement, (f) tie-in endorsement, (g) first loss endorsement, (h) date down endorsement, (i) zoning endorsement, (j) survey endorsement, (k) access endorsement, (l) creditors’ rights exception deletion endorsement and (m) tax lot endorsement.

      Total Commitment . As of any date, the sum of the then current Commitments of the Lenders. As of the Closing Date, the Total Commitment is $50,000,000. After the Closing Date, the aggregate amount of the Total Commitment may be increased to an amount not exceeding $100,000,000, provided that such Increase is in accordance with the provisions of §2.8.

      Trust . See preamble.

      Type . As to any Revolving Credit Loan, its nature as a Base Rate Loan or a Libor Rate Loan.

      Unanimous Lender Approval . The written consent of each Lender that is a party to this Agreement at the time of reference.

      Unencumbered Asset . Any Real Estate Asset that on any date of determination is not subject to any Liens (except for Permitted Liens).

      Wholly-owned Subsidiary . Any single purpose entity which is a Subsidiary of FPLP and of which FPLP at all times owns directly or indirectly (through a Subsidiary or Subsidiaries) 100% of the outstanding voting or controlling interests and of the economic interests.

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      “Without Recourse” or “without recourse” . With reference to any obligation or liability, any obligation or liability for which the obligor thereunder is not liable or obligated other than as to its interest in a designated Real Estate Asset or other specifically identified asset only, subject to such limited exceptions to the non-recourse nature of such obligation or liability, such as fraud, misappropriation and misapplication indemnities, as are usual and customary in like transactions involving institutional lenders at the time of the incurrence of such obligation or liability, and to usual and customary environmental indemnification obligations in connection with such designated Real Estate Asset.

     §1.2. Rules of Interpretation .

     (i) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms or the terms of this Agreement.

     (ii) The singular includes the plural and the plural includes the singular.

     (iii) A reference to any law includes any amendment or modification to such law.

     (iv) A reference to any Person includes its permitted successors and permitted assigns.

     (v) Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer.

     (vi) The words “include”, “includes” and “including” are not limiting.

     (vii) All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in Massachusetts, have the meanings assigned to them therein.

     (viii) Reference to a particular “§” refers to that section of this Agreement unless otherwise indicated.

     (ix) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

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     §2. THE REVOLVING CREDIT FACILITY .

     §2.1 Commitment to Lend . Subject to the provisions of §2.4 and the other terms and conditions set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Lender from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent (with copies to the Agent for each Lender) given in accordance with §2.4, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Commitment minus , without double counting, an amount equal to such Lender’s Commitment Percentage multiplied by the sum of all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans and the Maximum Drawing Amount; provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), plus the Maximum Drawing Amount and, without double counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all outstanding Reimbursement Obligations, shall not at any time exceed the lesser of (i) the Total Commitment and (ii) the Borrowing Base Availability at such time, and provided , further , that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case of any borrowing or other extension of credit, all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date, also the conditions in §12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default.

     The Revolving Credit Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to §2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 have been satisfied as of the Closing Date and that the conditions set forth in §13 have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

     §2.2. The Revolving Credit Notes . The Revolving Credit Loans shall be evidenced by the Revolving Credit Notes. A Revolving Credit Note shall be payable to the order of each Lender in an aggregate principal amount equal to such Lender’s

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Commitment. The Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or at the time of receipt of any payment of principal on such Lender’s Revolving Credit Note, an appropriate notation on such Lender’s applicable Note Record reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on such applicable Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Note Record shall not limit or otherwise affect the rights and obligations of the Borrower hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due.

     §2.3. Interest on Revolving Credit Loans; Fees .

          (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Base Rate plus the Applicable Base Rate Margin.

          (b) Each Libor Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Libor Rate determined for such Interest Period plus the Applicable Libor Margin.

          (c) With reference to Base Rate Loans and Libor Rate Loans, the “Applicable Base Rate Margin” the “Applicable Libor Margin” shall be equal to (A) from the Closing Date through the end of the fiscal month in which the financial statements required to be delivered pursuant to §8.4(b) for the fiscal quarter of the Borrower ending December 31, 2003 are delivered to the Agent, a percentage equal to 0.25% for the Applicable Base Rate Margin and 2.15% for the Applicable Libor Margin, and (B) thereafter, the percentage determined for each Rate Period by reference to the Table below:

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Table

Applicable Margin

For purposes of determining the Applicable Base Rate Margin and the Applicable Libor Margin, the Consolidated Total Leverage Ratio (§10.1 hereof) will be tested quarterly, commencing with the fiscal quarter of the Borrower ending March 31, 2004, based on the annual or quarterly financial statements required to be delivered pursuant to §8.4(a) or 8.4(b), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective on the first day of the fiscal month immediately following the date on which the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) are delivered to the Agent, together with a notice to the Agent (which shall be verified by the Agent) specifying any change in the Applicable Base Rate Margin and/or the Applicable Libor Margin. If the Borrower has failed to timely deliver the financial statements required to be delivered by it pursuant to §8.4(a) or §8.4(b), then in addition to the other rights and remedies of the Lenders hereunder, the Applicable Base Rate Margin and the Applicable Libor Margin that are then in effect shall automatically be increased to the next highest level until such financial statements are delivered.

          (c) The Borrower unconditionally promises to pay interest on each Revolving Credit Loan in arrears on each Interest Payment Date with respect thereto, and when the principal of such Revolving Credit Loan is due (whether at maturity, by reason of acceleration or otherwise).

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          (d) The Borrower agrees to pay to the Agent, for the accounts of the Lenders in accordance with their respective Commitment Percentages, from the Closing Date through the Maturity Date, a facility fee (the “Facility Fee”) calculated at the rate of (i) for any day when the outstanding principal balance of the Loans is equal to or less than 50% of the Total Commitment, 0.25% per annum, and (ii) for any day when the outstanding principal balance of the Loans is greater than 50% of the Total Commitment, 0.15% per annum, in each case calculated on the average daily amount, during each fiscal quarter or portion thereof, of the unborrowed portion of the Total Commitment. The Facility Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter commencing on the first such date following the Closing Date through the Maturity Date, with a final payment on the Maturity Date.

          (e) The Borrower shall pay to the Agent a fee (in each case, a “Letter of Credit Fee”) in an amount equal to the Applicable L/C Percentage of the undrawn amount of each outstanding Letter of Credit, which fee (a) shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter, with a final payment on the Maturity Date or any earlier date on which the Commitments shall terminate (which Letter of Credit Fee shall be pro-rated for any calendar quarter in which such Letter of Credit is issued, drawn upon or otherwise reduced or terminated) and (b) shall be for the accounts of the Lenders and the Fronting Bank as follows: (i) an amount equal to 0.125% per annum of the Letter of Credit Fee shall be for the account of the Fronting Bank and (ii) the remainder of the Letter of Credit Fee shall be for the accounts of the Lenders (including the Fronting Bank) pro rata in accordance with their respective Commitment Percentages

     §2.4. Requests for Revolving Credit Loans .

     The following provisions shall apply to each request by the Borrower for a Revolving Credit Loan:

         (i) The Borrower shall submit a Completed Loan Request to the Agent, together with a duplicate copy of such Completed Loan Request for each Lender which is then a party to this Agreement at the time such loan request is made. Except as otherwise provided herein, each Completed Loan Request shall be in a minimum amount of $500,000 or an integral multiple of $100,000 in excess thereof. Each Completed Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loans requested from the Lenders on the proposed Drawdown Date.

         (ii) Each Completed Loan Request shall be delivered by the Borrower to the Agent by 10:00 a.m. (x) on the Business Day of the

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proposed Drawdown Date of any Base Rate Loan, and (y) at least three (3) Business Days prior to the proposed Drawdown Date of any Libor Rate Loan.

         (iii) Each Completed Loan Request shall include a completed writing in the form of Exhibit B hereto specifying: (1) the principal amount of the Revolving Credit Loan requested, (2) the proposed Drawdown Date of such Revolving Credit Loan, (3) the Interest Period applicable to such Revolving Credit Loan, and (4) the Type of such Revolving Credit Loan being requested, and certifying that, both before and after giving effect to such requested Revolving Credit Loan, no Default or Event of Default exists or will exist under this Agreement or any other Loan Document and that, after giving effect to the Requested Revolving Credit Loan (and all other outstanding Revolving Credit Loans and Letters of Credit), the Borrower is in compliance with Borrowing Base Availability.

         (iv) No Lender shall be obligated to fund any Revolving Credit Loan unless:

            (a) a Completed Loan Request has been timely received by the Agent as provided in subsection (i) above; and

            (b) both before and after giving effect to the Revolving Credit Loan to be made pursuant to the Completed Loan Request, all of the conditions contained in §12 shall have been satisfied as of the Closing Date, with respect to the initial advance only, and all of the conditions set forth in §13 shall have been met, including, without limitation, the condition under §13.1 that there be no Default or Event of Default under this Agreement.

         (v) The Agent will use reasonable efforts to cause the Completed Loan Request to be delivered to each Lender on the same day it is received by the Agent and will, absent circumstances outside of its control, cause the Completed Loan Request to be delivered to each Lender on the Business Day following the day a Completed Loan Request is received by the Agent.

     §2.5. Conversion Options .

          (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any conversion of a Base Rate Loan to a Libor Rate Loan (or a

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continuation of a Libor Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Lender) at least three (3) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) no Loan may be converted into a Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower.

          (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i); provided that no Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur.

          (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

          (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than four (4) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than four (4) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

     §2.6. Funds for Revolving Credit Loans .

          (a) Subject to the other provisions of this §2, not later than 11:00 a.m. (Boston time) on the proposed Drawdown Date of any Revolving Credit Loan, each of the Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of

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the requested Revolving Credit Loan. Upon receipt from each Lender of such amount, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loan made available to the Agent by the Lenders. All such funds received by the Agent by 11:00 a.m. (Boston time) on any Business Day will be made available to the Borrower not later than 2:00 p.m. on the same Business Day; funds received after such time will be made available by not later than 11:00 a.m. on the next Business Day. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of its Commitment Percentage of any requested Revolving Credit Loan but in no event shall the Agent (in its capacity as Agent) have any obligation to make any funding or shall any Lender be obligated to fund more than its Commitment Percentage of the requested Revolving Credit Loan or to increase its Commitment Percentage on account of such failure or otherwise.

          (b) The Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Revolving Credit Loan to be made on such Drawdown Date, and the Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Lender makes available to the Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, multiplied by (ii) the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such Drawdown Date to the date on which the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Lender.

     §2.7. Reduction of Commitment . The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Agent (with copies to the Agent for each Lender) to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof (but not below $20,000,000 or, if greater, the Maximum Drawing Amount) or terminate entirely the unborrowed portion of the then Total Commitment, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages by the amount specified in such notice or, as the case may be, terminated. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Lenders all accrued and unpaid interest on the amount of such reduction and the

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full amount of the Facility Fee then accrued and unpaid on the amount of the reduction. No reduction or termination of the Commitments may be reinstated.

     §2.8. Increase in Total Commitment . At any time prior to the second anniversary of the Closing Date, the Borrower shall have the right, upon written notice to the Agent and satisfaction of the Increase Conditions, to cause the Total Commitment to increase by an amount not at any time exceeding $20,000,000 (the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower); provided , however , that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of all existing Revolving Credit Loans, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in existing Revolving Credit Loans will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.

     §2.9. Extension of Revolving Credit Maturity Date . At least 60 days but in no event more than 120 days prior to December 31, 2006, the Borrower, by written notice to the Agent (with copies for each Lender), may request an extension of the Maturity Date by a period of one year from the Maturity Date then in effect (the “Extension”). The Extension shall become effective on December 31, 2006 so long as (i) the Borrower has paid to the Agent on such date, for the ratable accounts of the Lenders, an extension fee in an amount equal to 25 basis points on the Total Commitment in effect on such date, and (ii) no Default or Event of Default has occurred and is continuing on such date and all representations and warranties contained in the Loan Documents are true and correct as of such date (except to the extent that such representations and warranties relate expressly to an earlier date). The notice referred to in the first sentence of this §2.9 shall constitute and shall be deemed to be a certification by the Borrower as to the truth and accuracy of the statements contained in clause (ii) of the preceding sentence.

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     §3. REPAYMENT OF THE LOANS .

     §3.1. Maturity . The Borrower promises to pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, all unpaid principal of the Revolving Credit Loans outstanding on such date, together with any and all accrued and unpaid interest thereon, the unpaid balance of the Facility Fee accrued through such date, and any and all other unpaid amounts due under this Agreement, the Notes or any other of the Loan Documents.

     §3.2. Optional Repayments of Revolving Credit Loans . The Borrower shall have the right, at its election, to prepay the outstanding amount of the Revolving Credit Loans, in whole or in part, at any time without penalty or premium; provided that the outstanding amount of any Libor Rate Loans may not be prepaid on a date other than the last day of an Interest Period unless the Borrower pays the Libor Breakage Costs for each Libor Rate Loan so prepaid at the time of such prepayment. The Borrower shall give the Agent (with copies to the Agent for each Lender), no later than 10:00 a.m., Boston, Massachusetts time, at least two (2) Business Days’ prior written notice of any prepayment pursuant to this §3.2 of any Base Rate Loans, and at least four (4) Business Days’ notice of any proposed prepayment pursuant to this §3.2 of Libor Rate Loans, specifying the proposed date of prepayment of Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an amount equal to $1,000,000 or an integral multiple of $1,000,000 in excess thereof or, if less, the outstanding balance of the Revolving Credit Loans then being repaid, shall be accompanied by the payment of all charges, if any, outstanding on all Revolving Credit Loans so prepaid and of all accrued interest on the principal prepaid to the date of payment, and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Libor Rate Loans.

     §3.3 Mandatory Repayment of Loans . If at any time the sum of the outstanding amount of the Loans, plus the Maximum Drawing Amount, plus without double counting any Revolving Credit Loans, the outstanding Reimbursement Obligations, if any, exceeds the lesser of (i) the Total Commitment at such time, or (ii) the Borrowing Base Availability at such time, the Borrower shall immediately pay to the Agent an amount in cash necessary to eliminate such excess, such amount to be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Libor Rate Loans.

     §4. CERTAIN GENERAL PROVISIONS .

     §4.1. Funds for Payments .

          (a) All payments of principal, interest, fees, and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders or (as the case may be) the Agent, at the Agent’s Head

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Office, in each case in Dollars and in immediately available funds. The Borrower shall make each payment of principal of and interest on the Loans and Reimbursement Obligations which are not converted to a Loan hereunder and of fees hereunder not later than 12:00 p.m. (Boston, Massachusetts time) on the due date thereof.

          (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory liens, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If the Borrower is compelled by law to make any such deduction or withholding with respect to any amount payable by it hereunder or under any of the other Loan Documents (except with respect to taxes on the income or profits of the Agent or any Lender), the Borrower shall pay to the Agent, for the account of the Lenders or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders to receive the same net amount which the Lenders would have received on such due date had no such deduction or withholding obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent (with copies to the Agent for each Lender) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document.

     §4.2. Computations . All computations of interest on Libor Rate Loans and of other fees to the extent applicable shall be based on a 360-day year and all computations of interest on Base Rate Loans shall be based on a 365/366 day year, in each case paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest Period” with respect to Libor Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The outstanding amount of the Loans as reflected on the Note Records or record attached to any other Note from time to time shall constitute prima facie evidence of the principal amount thereof.

     §4.3. Inability to Determine Libor Rate . In the event, prior to the commencement of any Interest Period relating to any Libor Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining the Libor Rate that would otherwise determine the rate of interest to be applicable to any Libor Rate Loan during any Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to Libor Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Libor Rate Loan will automatically, on the last day of the then current Interest

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Period applicable thereto, become a Base Rate Loan, and (c) the obligations of the Lenders to make Libor Rate Loans shall be suspended, in each case unless and until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders.

     §4.4. Illegality . Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Libor Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the Commitment of such Lender to make Libor Rate Loans or convert Base Rate Loans to Libor Rate Loans shall forthwith be suspended and (b) such Lender’s Commitment Percentage of Libor Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such Libor Rate Loans or within such earlier period as may be required by law, all until such time as it is no longer unlawful for such Lender to make or maintain Libor Rate Loans. The Borrower hereby agrees promptly to pay the Agent for the account of such Lender, upon demand, any additional amounts necessary to compensate such Lender for Libor Breakage Costs incurred by such Lender in making any conversion required by this §4.4 prior to the last day of an Interest Period.

     §4.5. Additional Costs, Etc . If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders or the Agent with respect to similar loans), shall:

          (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Agent), or

          (b) change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Lender under this Agreement or the other Loan Documents, or

          (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not

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having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or

          (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part;

and the result of any of the foregoing is

          (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender’s Commitment or any Letter of Credit, or

          (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Agent hereunder on account of such Lender’s Commitment, any Letter of Credit or any of the Loans, or

          (iii) to require such Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by the Agent or such Lender (such demand to be made promptly by the Agent or such Lender upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, provided that such Lender or the Agent is generally imposing similar charges on its other similarly situated borrowers. The Agent shall provide the Borrower with a calculation, in reasonable detail, of such amounts in accordance with its customary practices.

     §4.6. Capital Adequacy . If any future law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders with respect to similar loans) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital required or expected to be maintained by banks or bank holding companies and any Lender or the Agent determines that the amount of capital required to be maintained by it is increased by or based upon the existence of Loans made

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or deemed to be made pursuant hereto, then such Lender or the Agent may notify the Borrower of such fact, and the Borrower shall pay to such Lender or the Agent from time to time, upon demand made by the Agent or such Lender (such demand to be made promptly by the Agent or such Lender upon the making of any such determination), as an additional fee payable hereunder, such amount as such Lender or the Agent shall determine reasonably and in good faith and certify in a notice to the Borrower to be an amount that will adequately compensate such Lender in light of these circumstances for its increased costs of maintaining such capital. Each Lender and the Agent shall allocate such cost increases among its customers in good faith and on an equitable basis, and will not charge the Borrower unless it is generally imposing a similar charge on its other similarly situated borrowers. The Agent shall provide the Borrower with a calculation, in reasonable detail, of such amounts in accordance with its customary practices.

     §4.7. Certificate; Limitations . A certificate setting forth any additional amounts payable pursuant to §§4.5 or 4.6 and a brief explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrower, shall be prima facie evidence that such amounts are due and owing. Notwithstanding anything to the contrary contained in this Article 5, to the extent reasonably possible, each Lender shall designate an alternate lending office in the continental United States to make the Loans in order to reduce any liability of Borrower to such Lender under §§4.4, 4.5 or 4.6 or to avoid the unavailability of a Libor Rate Loan, so long as such designation is not disadvantageous to such Lender.

     §4.8. Indemnity . In addition to the other provisions of this Agreement regarding such matters, the Borrower agrees to indemnify the Agent and each Lender and to hold the Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits) that the Agent or such Lender may sustain or incur as a consequence of (a) a default by the Borrower in the payment of any principal amount of or any interest on any Libor Rate Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by the Agent or such Lender to lenders of funds obtained by it in order to maintain its Libor Rate Loans, (b) the failure by the Borrower to make a borrowing or conversion after the Borrower has given a Completed Loan Request for a Libor Rate Loan or a Conversion Request for a Libor Rate Loan, and (c) the making of any payment of a Libor Rate Loan or the making of any conversion of any such Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Agent or a Lender to lenders of funds obtained by it in order to maintain any such Libor Rate Loans.

     §4.9. Interest on Overdue Amounts; Late Charge . Notwithstanding anything to the contrary stated herein, upon the occurrence and during the continuance of an Event of Default, at the option of the Majority Lenders, to the extent permitted by applicable law, the unpaid balance of all Obligations shall bear interest at the rate otherwise applicable thereto plus 2%, compounded daily until such Event of Default is cured or waived to the satisfaction of the Agent and the required Lenders. In addition, the Borrower shall pay a

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late charge equal to five percent (5%) of any amount of interest charges on the Loans which is not paid within ten (10) days of the date when due.

     §5. LETTERS OF CREDIT .

     §5.1. Letter of Credit Commitments .

          §5.1.1. Commitment to Issue Letters of Credit . Subject to the terms and conditions hereof and the execution and delivery by the Borrower of a letter of credit application on the Fronting Bank’s customary form as part of a Completed Loan Request (a “Letter of Credit Application”), the Fronting Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower and agreed to by the Fronting Bank; provided , however , that, after giving effect to such Completed Loan Request, (a) the Maximum Drawing Amount plus all Reimbursement Obligations (to the extent, if any, not yet deemed a Revolving Credit Loan pursuant to §5.3), shall not exceed $10,000,000 at any one time and (b) the sum of (i) the Maximum Drawing Amount and, without double counting, all Reimbursement Obligations (to the extent, if any, not yet deemed a Revolving Credit Loan pursuant to §5.3) and (ii) the amount of all Loans outstanding shall not exceed the lesser of (x) the Total Commitment in effect at such time and (y) the Borrowing Base Availability at such time.

          §5.1.2. Letter of Credit Applications . Each Letter of Credit Application shall be completed to the satisfaction of the Agent and the Fronting Bank.

          §5.1.3. Terms of Letters of Credit . Each Letter of Credit issued, extended or renewed hereunder shall, among other things, (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein, (ii) shall have an expiry date no later than one year after its issuance, and (iii) have an expiry date no later than the date which is fourteen (14) days prior to the Maturity Date. Each Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs.

          §5.1.4. Obligations of Lenders with respect to Letters of Credit . Each Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s Commitment Percentage, to reimburse the Fronting Bank on demand for the amount of each draft paid by the Fronting Bank under each Letter of Credit (such agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender). Each such payment made by a Lender shall be treated as a purchase by such Lender of a participation in the Fronting Bank’s interest in such Letter

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of Credit and each Lender shall share, in accordance with its respective Commitment Percentage, in any interest (but not any fee payable solely for the account of the Fronting Bank) which accrues and is payable by the Borrower pursuant to §5.2 or otherwise in connection with such Letter of Credit.

          §5.2. Reimbursement Obligation of the Borrower . In order to induce the Fronting Bank to issue, extend and renew each Letter of Credit and the Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Fronting Bank, for the account of the Fronting Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Fronting Bank hereunder,

          (a) promptly upon notification by the Fronting Bank or the Agent that any draft presented under such Letter of Credit is honored by the Fronting Bank, or the Fronting Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Fronting Bank under or with respect to such Letter of Credit, and (ii) any amounts payable pursuant to §5.5 under, or with respect to, such Letter of Credit, and

          (b) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent in an interest-bearing account (with interest to be added to such account) as cash collateral for the benefit of the Lenders and the Agent for all Reimbursement Obligations. Upon the expiration, termination or surrender without draw of any Letter of Credit, the Agent shall release to the Borrower the cash collateral amount applicable to such Letter of Credit.

     Each such payment shall be made to the Agent for the benefit of the Fronting Bank or the Lenders, as applicable, at the Agent’s Head Office in immediately available funds. Interest on any and all amounts not converted to a Revolving Credit Loan pursuant to §5.3 and remaining unpaid by the Borrower under this §5.2 at any time from the date such amounts become due and payable (whether as stated in this §5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent for the benefit of the Lenders on demand at the rate specified in §4.9 for overdue principal on the Loans.

     §5.3. Letter of Credit Payments; Funding of a Loan . If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the Fronting Bank will use its reasonable efforts to notify the Borrower and the Lenders, on or before the date the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §5.3, Borrower shall reimburse Agent, as set forth in §5.2. Notwithstanding anything contained in §5.2 or this §5.3 to the contrary, however, unless Borrower shall have notified the Agent and

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Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that Borrower intends to reimburse Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Lender shall, in accordance with §2.6, make available such Lender’s Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to Agent the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under §2.6(b) in the event of a late funding by a Lender. The Fronting Bank is irrevocably authorized by the Borrower and each of the Lenders to honor draws on each Letter of Credit by the beneficiary thereof in accordance with the terms of such Letter of Credit. The responsibility of the Fronting Bank to the Borrower and the Lenders shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Letter of Credit in accordance with the Fronting Bank’s customary practices.

     §5.4. Obligations Absolute . The Borrower’s and the Lenders’ obligations under this §5 shall be absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Agent, any Lender or any beneficiary of a Letter of Credit. The Borrower and the Lenders further agree with the Fronting Bank, the Agent and the other Lenders that the Fronting Bank shall not be responsible for, and the Borrower’s Reimbursement Obligations under §5.2 and the Lenders obligations under §5.3 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred, or any claims or defenses whatsoever of the Borrower against the beneficiary of any Letter of Credit or any such transferee. The Fronting Bank, the Agent and the Lenders shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrower and the Lenders agree that any action taken or omitted by the Fronting Bank or the Agent under or in connection with each Letter of Credit and the related drafts and documents shall be binding upon the Borrower and shall not result in any liability on the part of the Fronting Bank, the Agent or any Lender to the Borrower.

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     §5.5. Reliance by Issuer . The Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.

        §6. RECOURSE OBLIGATIONS . The Obligations are full recourse obligations of the Borrower, and all of the respective assets and properties of the Borrower shall be available for the payment in full in cash and performance of the Obligations. The obligations of the Trust under the Guaranty are full recourse obligations of the Trust, and all of the respective assets and properties of the Trust shall be available for the payment in full in cash and performance thereof.

     §7. REPRESENTATIONS AND WARRANTIES . The Borrower and the Trust, on their own behalf and on behalf of their respective Subsidiaries, jointly and severally represent and warrant to the Agent and the Lenders all of the statements contained in this §7.

     §7.1. Authority, Etc .

          (a)  Organization: Good Standing .

             (i) FPLP is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; FPLP has all requisite limited partnership power to own its properties and conduct its business as now conducted and as presently contemplated; and FPLP is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Collateral Properties owned by it are

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located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a materially adverse effect on its business, operations, assets, condition (financial or otherwise) or properties. Each Borrower (other than FPLP) is a limited partnership, general partnership, nominee trust or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its state of organization; each such Borrower has all requisite limited partnership, general partnership, trust, limited liability company or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each such Borrower is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Collateral Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of such Borrower.

             (ii) the Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of the Trust is duly organized, validly existing and in good standing as a corporation, nominee trust, limited liability company, limited partnership or general partnership, as the case may be, under the laws of the state of its organization; the Trust and each of its Subsidiaries has all requisite corporate, trust, limited liability company, limited partnership or general partnership, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and the Trust is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary, except where a failure to be so qualified in such other would not have a materially adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust or any such Subsidiary.

          (b)  Capitalization . The outstanding equity of FPLP is comprised of a general partner interest and limited partner interests, all of which have been duly issued and are outstanding and fully paid and non-assessable. All of the issued and outstanding general partner interests of FPLP are owned and held of record by the Trust. There are no outstanding securities or agreements exchangeable for or convertible into or carrying any rights to acquire a general partner interest in FPLP. There are no outstanding

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commitments, options, warrants, calls or other agreements (whether written or oral) binding on FPLP or the Trust which require or could require FPLP or the Trust to sell, grant, transfer, assign, mortgage, pledge or otherwise dispose of any general partner interest in FPLP. Except as set forth in the Agreement of Limited Partnership of FPLP, no general partner interests of FPLP are subject to any restrictions on transfer or any partner agreements, voting agreements, trust deeds, irrevocable proxies; or any other similar agreements or interests (whether written or oral). For so long as any Borrower which is a Wholly-owned Subsidiary of FPLP is a Borrower, FPLP owns, directly or indirectly, at least a 100% (by number of votes or controlling interests) of the outstanding voting interests and of the economic interests in each such Borrower. All of the issued and outstanding equity interests of each Borrower other than FPLP are owned and held of record by the Persons set forth on Schedule 7.1(b) attached hereto, and all of such equity interests have been duly issued and are outstanding and fully paid and non-assessable. There are no outstanding securities or agreements exchangeable for or convertible into or carrying any rights to acquire any equity interests in any Borrower (other than FPLP). There are no outstanding commitments, options, warrants, calls or other agreements (whether written or oral) binding on any Borrower (other than FPLP) which require or could require any Borrower (other than FPLP) to sell, grant, transfer, assign, mortgage, pledge or otherwise dispose of any equity interest in such Borrower. Except as disclosed on Schedule 7.1(b) attached hereto, no equity interests of any Borrower (other than FPLP) are subject to any restrictions on transfer or any partner agreements, voting agreements, trust deeds, irrevocable proxies; or any other similar agreements or interests (whether written or oral). All of the Preferred Equity which exists as of the date of this Agreement, and each of the agreements or other documents entered into and/or setting forth the terms, rights and restrictions applicable to any such Preferred Equity, are listed and described on Schedule 7.1(b) attached hereto. All of the agreements and other documents relating to the Preferred Equity in effect on the Closing Date have been furnished to the Agent.

          (c)  Due Authorization . The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or the Trust is or is to become a party and the transactions contemplated hereby and thereby (i) are within the authority of the Borrower and the Trust, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower or the Trust and any general partner thereof, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower or the Trust is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or the Trust, (iv) do not conflict with any provision of the Organizational Documents of the Borrower or the Trust or any general partner thereof, and (v) do not contravene any provisions of, or constitute Default or Event of Default hereunder or a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Borrower or the Trust or any of the Borrower’s or the Trust’s properties (except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the business, operations, assets,

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condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of the Borrower or the Trust.

          (d)  Enforceability . Each of the Loan Documents to which the Borrower or the Trust is a party has been duly executed and delivered and constitutes the legal, valid and binding obligations of the Borrower and the Trust, as the case may be, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights.

          (e)  Consents to Transfers . All necessary consents by any Person (including, without limitation, any partner or mortgagee) to the transfer of any Real Estate Asset or interest in a Partially-Owned Entity contemplated by the Formation Transactions to permit the Borrower to be the valid owner thereof have been obtained, and copies thereof have been delivered to the Agent.

     §7.2. Governmental Approvals . The execution, delivery and performance by the Borrower and the Trust of this Agreement and the other Loan Documents to which the Borrower or the Trust is or is to become a party and the transactions contemplated hereby and thereby do not require (i) the approval or consent of any governmental agency or authority other than those already obtained and delivered to the Agent, or (ii) filing with any governmental agency or authority, other than filings which will be made with the SEC when and as required by law or deemed appropriate by the Trust and the filing of the Security Documents in the appropriate records office with respect thereto.

     §7.3. Title to Properties; Leases .

     The Borrower and the Trust each has good fee to all of its respective properties, assets and rights of every name and nature purported to be owned by it, including, without limitation, that:

          (a) The Borrower holds good and clear record and marketable fee simple title to the Collateral Properties and all assets or properties relating thereto, subject to no Liens other than Permitted Liens.

          (b) The Borrower and the Trust will, as of the Closing Date, own all of the assets as reflected in the financial statements of the Borrower and the Trust described in §7.4, the Registration Statement, the Prospectus, and any so-called follow-on prospectus or acquired since the date of such financial statements (except property and assets sold or otherwise disposed of in the ordinary course of business since that date).

          (c) Each of the direct or indirect interests of the Borrower in any Partially-Owned Entity is set forth on Schedule 7.3(c) attached hereto, including the type

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of entity in which the interest is held, the percentage interest owned by the Borrower in such entity, the capacity in which the Borrower holds the interest, and the Borrower’s ownership interest therein.

     §7.4. Financial Statements . The following financial statements have been furnished to each of the Lenders:

          (a) The unaudited pro forma condensed consolidated balance sheet of the Trust and its Subsidiaries as of June 30, 2003, and their related unaudited condensed consolidated statements of operations for the fiscal year ended December 31, 2003 and for the six months ended June 30, 2003, prepared as if the Initial Public Offering and all of the Formation Transactions set forth in the Prospectus had occurred as of June 30, 2003 in the case of the balance sheet and as of the beginning of the fiscal year presented and carried forward through the year or interim period presented in the case of the statements of operations, contained in pages F-3 through F-9, inclusive, of the Prospectus, together with (x) the audited combined financial statements for the First Potomac Predecessor (as defined in the Prospectus, page F-12), combined in accordance with GAAP, contained in pages F-12 through F-26, inclusive, of the Prospectus and (y) the audited combined balance sheet of the Trust as of July 15, 2003 contained in pages F-10 and F-11, inclusive of the Prospectus (collectively, the “Prospectus Financials”). Such Prospectus Financials have been prepared in accordance with GAAP and, assuming such Formation Transactions had occurred as of June 30, 2003 in the case of the pro forma balance sheet and as of the beginning of the fiscal year presented and carried forward through the year or interim period presented in the case of the pro forma statements of operations, fairly present the financial condition of the Trust and its Subsidiaries (or such First Potomac Predecessor, as the case may be) as at the close of business on the date thereof and the results of operations for the fiscal year then ended. There are no contingent liabilities of the Trust or any of its Subsidiaries (or such First Potomac Predecessor, as the case may be) as of such date known to the officers of the Trust or any of its Subsidiaries (or such First Potomac Predecessor, as the case may be) not disclosed in the Prospectus Financials.

          (b) A summary of information relating to the Properties (as described in the Prospectus, pages 66-76) as of June 30, 2003, including true, accurate and complete information as to the average annual base rents, occupancy rates and lease expiration information, together with the audited statements of revenues and certain expenses with respect to certain of such Properties contained in pages F-27-F-44 of the Prospectus, all of which information contained in such audited statements was prepared in accordance with GAAP and fairly presents the revenues and certain expenses of the applicable Properties as of the dates and for the periods presented.

     §7.5 No Material Changes, Etc . Since the Financial Statement Date, there has occurred no materially adverse change in the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the

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Potomac Group. Since the Financial Statement Date and the Closing Date (or such later date upon which a Real Estate Assets became a Collateral Property), there has been no material adverse change to the Net Operating Income of any Real Estate Asset that is a Collateral Property.

     §7.6. Franchises, Patents, Copyrights, Etc . The Borrower, the Trust and each of their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their respective businesses substantially as now conducted without known conflict with any rights of others, except where the failure to so possess could not reasonably be expected to 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. The Borrower, the Trust and each of their respective Subsidiaries possess all material Permits relating to each of the Collateral Properties. FPLP is pre-approved as a landlord for the United States government by the General Services Administration as part of the General Services Administration’s Advanced Acquisition Program (the “AAP Qualification”).

     §7.7 Litigation . Except as disclosed on Schedule 7.7 , there are no actions, suits, proceedings or investigations of any kind pending or, to the Borrower’s or the Trust’s knowledge, threatened against the Borrower, the Trust or any of their respective Subsidiaries before any court, tribunal or administrative agency or board that, if adversely determined, could reasonably be expected to, either individually or in the aggregate, materially adversely affect the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group, or materially impair the right of the Trust, FPLP or any other member of the Potomac Group, to carry on its businesses substantially as now conducted by it, or result in any substantial liability not fully covered by insurance, or for which adequate reserves are not maintained, as reflected in the applicable consolidated financial statements or SEC Filings of the Borrower and the Trust, or which question the validity of this Agreement or any of the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto.

     §7.8. No Materially Adverse Contracts, Etc . Neither the Borrower, the Trust nor any of their respective Subsidiaries is subject to any charter, corporate, partnership or other legal restriction, or any judgment, decree, order, rule or regulation that has or could reasonably expected in the future to have a materially 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. None of the Borrower, the Trust or any of their respective Subsidiaries is a party to any contract or agreement that has had, or could reasonably be expected to have, any materially 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.

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     §7.9. Compliance With Other Instruments, Laws, Etc . Neither the Borrower, the Trust nor any of their respective Subsidiaries is in violation of any provision of its partnership agreement, charter or other Organizational Document, as the case may be, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could reasonably be expected to result, individually or in the aggregate, in the imposition of substantial penalties or materially and adversely affect the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group.

     §7.10. Tax Status . (i) Each of the Borrower, the Trust and their respective Subsidiaries (a) has made or filed all federal, state and local income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (b) has paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings, and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply, and (ii) there are no unpaid taxes claimed to be due by the taxing authority of any jurisdiction, and the respective officers of the Borrower and the Trust and their respective Subsidiaries know of no basis for any such claim.

     §7.11 No Event of Default . No Default or Event of Default has occurred and is continuing.

     §7.12. Investment Company Acts . None of the Borrower, the Trust or any of their respective Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.

     §7.13. Name; Jurisdiction of Organization; Absence of UCC Financing Statements, Etc . The exact legal name of the Borrower and the Trust, and their respective jurisdictions of organization, are set forth on Schedule 7.13 attached hereto. Except for Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage, equipment lease, financing lease, option, encumbrance or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien or encumbrance on, or security interest in, any Collateral Property. Neither the Borrower nor the Trust has pledged or granted any lien on or security interest in or otherwise encumbered or transferred any of their respective interests in any Subsidiary (including in the case of the Trust, its interests in FPLP).

     §7.14. Absence of Liens . The Borrower is the owner of the Collateral Properties free from any Lien, except for Permitted Liens.

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     §7.15. Certain Transactions . Except as set forth on Schedule 7.15 , none of the officers, partners, directors, or employees of the Trust, the Borrower or any of their Subsidiaries is presently a party to any transaction with the Borrower, the Trust or any of their respective Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, partner, director or such employee or, to the knowledge of the Borrower or the Trust, any corporation, partnership, trust or other entity in which any officer, partner, director, or any such employee or natural Person related to such officer, partner, director or employee or other Person in which such officer, partner, director or employee has a direct or indirect beneficial interest has a substantial interest or is an officer, director, trustee or partner.

     §7.16. Employee Benefit Plans; Multiemployer Plans; Guaranteed Pension Plans . Except as disclosed in the SEC Filings or on Schedule 7.16 , none of the Borrower, the Trust nor any ERISA Affiliate maintains or contributes to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan.

     §7.17. Regulations U and X . No portion of any Loan is to be used, and no portion of any Letter of Credit is to be obtained, for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

     §7.18. Environmental Compliance . The Borrower has caused Phase I and other environmental assessments as listed on Exhibit G , or similar assessments with respect to New Collateral Properties (collectively, the “Environmental Reports”) to be conducted to investigate the past and present environmental condition and usage of the Real Estate Assets, true and complete copies of which have been delivered to the Agent. To the Borrower’s knowledge, except as otherwise expressly specified in the Environmental Reports, the Borrower makes the following representations and warranties:

          (a) None of the Borrower, its Subsidiaries, the Trust or any operator of the Real Estate Assets or any portion thereof, or any operations thereon is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment (hereinafter “Environmental Laws”), which violation or alleged violation has, or its remediation would have, by itself or when aggregated with all such other violations or alleged violations, a material adverse effect on the business, operations, assets, condition (financial or otherwise), properties or prospects of the Trust, FPLP or

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any other member of the Potomac Group, or constitutes a Disqualifying Environmental Event with respect to any of the Collateral Properties.

          (b) None of the Borrower, the Trust or any of their respective Subsidiaries has received written notice from any third party, including, without limitation, any federal, state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986), (ii) that any hazardous waste, as defined by 42 U.S.C. § 9601(5), any hazardous substances as defined by 42 U.S.C. § 9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws (“Hazardous Substances”) which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower, the Trust or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law, or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances, which event described in any such notice would have a material adverse effect on the business, operations, assets, condition (financial or otherwise), properties or prospects of the Trust, FPLP or any other member of the Potomac Group, or constitutes a Disqualifying Environmental Event with respect to any of the Collateral Properties.

          (c) (i) No portion of the Real Estate Assets has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws; and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of any Real Estate Assets except in accordance with applicable Environmental Laws, (ii) in the course of any activities conducted by the Borrower, the Trust, their respective Subsidiaries or the operators of their respective properties or any ground or space tenants on any Real Estate Asset, no Hazardous Substances have been generated or are being used on such Real Estate Asset except in accordance with applicable Environmental Laws, (iii) there has been no present or past releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (a “Release”) or threatened Release of Hazardous Substances on, upon, into or from th