Exhibit 4.8

Execution Copy

FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

SECOND AMENDMENT

Dated as of April 15, 2011

to

NOTE PURCHASE AGREEMENT

Dated as of June 22, 2006

Re: $37,500,000 6.41% SENIOR NOTES, SERIES A, DUE JUNE 15, 2013

   $37,500,000 6.55% Senior Notes, Series B, due June 15, 2016

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SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS SECOND AMENDMENT dated as of April 15, 2011 (the or this “Second Amendment”) to the Note Purchase Agreement dated as of June 22, 2006 (as amended by the First Amendment dated as of November 5, 2010, the “Note Purchase Agreement”) is between FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”) and FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust (the “Trust”, the Trust and the Company being herein sometimes collectively referred to as the “Obligors”), and each of the institutions which is a signatory to this Second Amendment (collectively, the “Noteholders”).

R E C I T A L S:

A. The Obligors and each of the purchasers signatory to the Note Purchase Agreement have heretofore entered into the Note Purchase Agreement. The Company has heretofore issued the $37,500,000 6.41% Senior Notes, Series A, due June 15, 2013 and the $37,500,000 6.55% Senior Notes, Series B, due June 15, 2016 (collectively, the “Notes”) pursuant to the Note Purchase Agreement.

B. Concurrently with the execution of the Note Purchase Agreement, certain wholly owned Subsidiaries of the Obligors entered into that certain Guaranty Agreement, dated as of June 22, 2006, for the benefit of the holders of the Notes, pursuant to which such Subsidiaries (the “Subsidiary Guarantors”) guaranteed the Company’s obligations under the Notes and the Note Purchase Agreement (the “Subsidiary Guaranty”).

C. The Obligors and the Noteholders who have executed this Second Amendment (such Noteholders representing at least 51% in principal amount of the Notes currently outstanding) now desire to amend certain provisions of the Note Purchase Agreement upon a majority of the Noteholders’ acceptance in the space below and upon the satisfaction in full of each of the following conditions set forth in Section 2.1 hereto (the “Effective Date”) in the respects, but only in the respects, hereinafter set forth.

D. The Obligors and the Noteholders acknowledge that, in accordance with Section 17.2 of the Note Purchase Agreement, the Obligors must provide each Noteholder with sufficient information, 45 days in advance of the date a decision is required (the “Solicitation Period”), to enable such Noteholder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions of the Note Purchase Agreement or the Notes.

E. Notwithstanding the 45-day Solicitation Period required by Section 17.2 of the Note Purchase Agreement, the Obligors and the Noteholders now desire to waive the Solicitation Period.

F. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

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G. All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of the Second Amendment set forth in Section 2.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Obligors and the Noteholders do hereby agree as follows:

 

SECTION

1. AMENDMENTS.

Section 1.1. Section 7.2(a) of the Note Purchase Agreement shall be amended by inserting before the “;” at the end thereof the following phrase:

“and a list of Excluded Subsidiaries (including the income generated by, and asset values of, properties owned by such Subsidiary and the aggregate amount and description of outstanding debt (including dates of assumption, coupon rates and maturity dates thereof) owed by such Subsidiary)”

Section 1.2 Defined Terms. Schedule B of the Note Purchase Agreement shall be amended as follows:

(a) The definition of “Excluded Subsidiary” shall be deleted in its entirety and replaced with the following definition:

““Excluded Subsidiary” means ACP East, LLC, ACP East Finance, LLC, AP Indian Creek, LLC, FP 500 First Street, LLC, Indian Creek Investors, LLC and each other New Asset Subsidiary; provided, however, that if any such Excluded Subsidiary ceases to be prohibited by its organizational documents or loan documents or other related financing documents, each as in effect on the date hereof, or in the case of a New Asset Subsidiary, on the date the relevant loan documents or other related financing documents were assumed by such New Asset Subsidiary or such entity becomes a Subsidiary of the Company, as applicable, and without extension, replacement, modification or renewal thereof, from incurring or guaranteeing other indebtedness, then such Excluded Subsidiary shall cease to be an Excluded Subsidiary and the Obligors shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a Subsidiary Guaranty.”

 

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(b) A new definition of “New Asset Subsidiary” shall be added to read as follows:

““New Asset Subsidiary” means

(i) (A) any Subsidiary of the Company that has acquired from a Person other than the Company or a Subsidiary land or buildings that are encumbered by a Lien; provided that such Lien is not created in contemplation of or in connection with such acquisition; or

(B) any entity that becomes a Subsidiary of the Company and that at the time such entity becomes a Subsidiary of the Company owns land or buildings that are encumbered by a Lien; provided that such Lien was not created in contemplation of or in connection with such entity becoming a Subsidiary of the Company; or

(C) any Subsidiary or Subsidiaries of the Company, or entity or entities that become(s) a Subsidiary or Subsidiaries of the Company, that owns or together own 100% of the equity interests of a Subsidiary or entity described in clauses (A) or (B) above; and

(ii) such Subsidiary or entity, as the case may be, is prohibited by its organizational documents or loan documents or other related financing documents, without extension, replacement, modification or renewal thereof, from incurring or guaranteeing Indebtedness, other than the Indebtedness secured by the Lien described in clauses (A) or (B) above.”

 

SECTION

2. AGREEMENTS.

Section 2.1. This Second Amendment shall become effective and binding upon the Company and the holders of the Notes on the Effective Date upon the satisfaction in full of each of the following conditions:

 

(a)

Each holder of a Note shall have received this Second Amendment, duly executed by the Company and the Trust.

(b) The holders of at least 51% in principal amount of the Notes outstanding shall have consented to this Second Amendment as evidenced by their execution thereof.

(c) The representations and warranties of the Company set forth in Section 2.2 hereof shall be true and correct as of the date of the execution and delivery of this Second Amendment.

(d) Each holder of a Note shall have received such certificates of officers of the Company and the Trust as it may reasonably request with respect to this Second Amendment and the transactions contemplated hereby.

(e) The Company shall have paid the fees and disbursements of the holders’ special counsel, Chapman and Cutler LLP, which fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this Second Amendment.

 

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Section 2.2. The Obligors hereby jointly and severally represent and warrant that as of the date hereof and as of the date of execution and delivery of this Second Amendment:

(a) This Second Amendment and the transactions contemplated hereby are within the legal powers of the Obligors, have been duly authorized by all necessary legal action on the part of the Obligors, and this Second Amendment has been duly executed and delivered by the Obligors and constitutes a legal, valid and binding obligation of the Obligors enforceable against them in accordance with its terms.

(b) After giving effect to this Second Amendment, no Defaults or Events of Default under the Note Purchase Agreement shall exist and be continuing.

(c) The execution, delivery and performance of this Second Amendment by the Company does not and will not result in a violation of or default under (i) the limited partnership agreement of the Company, (ii) the declaration of trust or bylaws of the Trust, (iii) any agreement to which the Company is a party or by which it is bound or to which any of its properties is subject, (iv) any order, writ, injunction or decree binding on the Company, or (v) any statute, regulation, rule or other law applicable to the Company, except, in the case of (iii) through (v) above, for any violations or defaults that would not reasonably be expected to result in a Material Adverse Effect.

(d) No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery or performance by the Obligors of this Second Amendment, except where the failure to obtain such consents, approvals or authorizations, or to make such filings or declarations, would not reasonably be expected to result in a Material Adverse Effect.

(e) Schedule A attached to this Second Amendment lists properties owned by the Company which are encumbered by mortgages, together with the related income, asset values, maturity dates of the mortgages, dates of assumption and status as an Excluded Subsidiary, and such Schedule A is true and correct in all material respects.

(f) After giving effect to this Second Amendment and the terms of Section 2.1, each Subsidiary which owns an Eligible Unencumbered Property or is an obligor, borrower or guarantor of Indebtedness (other than Excluded Subsidiaries) will have delivered a Subsidiary Guaranty.

Section 2.3. This Second Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

 

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Section 2.4. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment may refer to the Note Purchase Agreement without making specific reference to this Second Amendment but nevertheless all such references shall include this Second Amendment unless the context otherwise requires.

Section 2.5. The descriptive headings of the various Sections or parts of this Second Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 2.6. This Second Amendment shall be governed by and construed in accordance with the law of the State of New York.

Section 2.7. The execution hereof by the parties hereto shall constitute a contract among the parties for the uses and purposes hereinabove set forth, and this Second Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

[Signature page follows]

 

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IN WITNESS WHEREOF, we have hereunto set our hands as of the date first set forth above.

 

				FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP
				By: FIRST POTOMAC REALTY TRUST,         Its sole general partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

 

				FIRST POTOMAC REALTY TRUST
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

 

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		1400 CAVALIER, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		1441 CROSSWAYS BLVD., LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP AIRPARK AB, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer

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		FP ASHBURN, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		AIRPARK PLACE, LLC
		By:		Airpark Place Holdings LLC Its Sole Member
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP AMMENDALE COMMERCE CENTER, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer

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		AQUIA TWO, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		CROSSWAYS II LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FPR HOLDINGS LIMITED PARTNERSHIP
		By:		FPR General Partner, LLC Its General Partner
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer

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		FP CHESTERFIELD ABEF, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP CHESTERFIELD CDGH, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP DAVIS DRIVE LOT 5, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer

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		FP PROPERTIES, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP PROPERTIES II, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP DIAMOND HILL, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer

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		FP CAMPOSTELLA ROAD, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		GATEWAY HAMPTON ROADS, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP GATEWAY CENTER, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer

(Signatures continued on next page)

 

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		FP GATEWAY 270, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		GATEWAY MANASSAS II, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP 2550 ELLSMERE AVENUE, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer

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		FP GATEWAY WEST II, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		GLEN DALE BUSINESS CENTER, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer
		FP GOLDENROD LANE, LLC
		By:		First Potomac Realty Investment Limited Partnership Its Sole Member
		By:		First Potomac Realty Trust Its General Partner
		By:		/s/ Barry H. Bass
				Name:		Barry H. Bass
				Title:		Executive Vice President and Chief Financial Officer

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				FP GREENBRIER CIRCLE, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				GTC I SECOND LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				FP HANOVER AB, LLC
				By: FPR Holdings Limited Partnership        Its Sole Member
				By: FPR General Partner, LLC        Its General Partner
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

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				FP HANOVER C, LLC
				By: FPR Holdings Limited Partnership        Its Sole Member
				By: FPR General Partner, LLC        Its General Partner
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				FP HANOVER D, LLC
				By: FPR Holdings Limited Partnership        Its Sole Member
				By: FPR General Partner, LLC        Its General Partner
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				HERNDON CORPORATE CENTER, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

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				INTERSTATE PLAZA HOLDING, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				INTERSTATE PLAZA OPERATING, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				LINDEN II, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

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				LUCAS WAY HAMPTON, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				NORFOLK COMMERCE PARK, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				FP PARK CENTRAL V, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

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				FP PATRICK CENTER, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				FP PINE GLEN, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				RESTON BUSINESS CAMPUS, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

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				FP RIVERS BEND, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				FP 500 & 600 HP WAY, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer
				FP 1408 STEPHANIE WAY, LLC
				By: First Potomac Realty Investment Limited Partnership        Its Sole Member
				By: First Potomac Realty Trust        Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

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				FP 535 INDEPENDENCE PARKWAY, LLC
				By: First Potomac Realty Trust Limited Partnership         Its Sole Member
				By: First Potomac Realty Trust         Its General Partner
				By:		/s/ Barry H. Bass
						Name: Barry H. Bass
						Title:   Executive Vice President and             Chief Financial Officer

(Signatures continued on next page)

 

 

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Accepted and Agreed to:

 

				BENEFICIAL LIFE INSURANCE COMPANY
				By :
						Name:
						Title:

 

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Accepted and Agreed to:

 

				FARM BUREAU LIFE INSURANCE COMPANY EQUITRUST LIFE INSURANCE COMPANY
				By :		/s/ Herman L. Riva
						Name: Herman L. Riva
						Title: Securities Vice President

 

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Accepted and Agreed to:

 

				OHIO NATIONAL LIFE ASSURANCE CORPORATION
				By:
						Name:
						Title:

 

 

 

 

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Accepted and Agreed to:

 

				PACIFIC LIFE INSURANCE COMPANY (NOMINEE: MAC & CO)
				By:		/s/ T. Anthony Premer
						Name: T. Anthony Premer
						Title: Vice President

 

				By:		/s/ Jennifer L. Portnoff
						Name: Jennifer L. Portnoff
						Title: Assistant Secretary

 

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Accepted and Agreed to:

 

				MINNESOTA LIFE INSURANCE COMPANY
				By:     Advantus Capital Management, Inc.
				By:		/s/ E.A. Bergsland
						Name: E.A. Bergsland
						Title: Vice President

 

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Accepted and Agreed to:

 

				MTL INSURANCE COMPANY
				By: Advantus Capital Management, Inc.
				By:		/s/ E.A. Bergsland
						Name: E.A. Bergsland
						Title: Vice President

 

36

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Accepted and Agreed to:

 

				SECURITY NATIONAL LIFE INSURANCE COMPANY
				By: Advantus Capital Management, Inc.
				By:		/s/ E.A. Bergsland
						Name: E.A. Bergsland
						Title: Vice President

 

37

---

Accepted and Agreed to:

 

				UNITED INSURANCE COMPANY OF AMERICA
				By: Advantus Capital Management, Inc.
				By:		/s/ E.A. Bergsland
						Name: E.A. Bergsland
						Title: Vice President

 

38

---

Accepted and Agreed to:

 

				BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
				By: Advantus Capital Management, Inc.
				By:		/s/ Rose A. Lambros
						Name: Rose A. Lambros
						Title: Vice President

 

39

---

Accepted and Agreed to:

 

				CATHOLIC UNITED FINANCIAL (FKA: THE CATHOLIC AID ASSOCIATION)
				By: Advantus Capital Management, Inc.
				By:		/s/ Rose A. Lambros
						Name: Rose A. Lambros
						Title: Vice President

 

40

---

Accepted and Agreed to:

 

				FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
				By: Advantus Capital Management, Inc.
				By:		/s/ Rose A. Lambros
						Name: Rose A. Lambros
						Title: Vice President

 

41

---

Accepted and Agreed to:

 

				FORT DEARBORN LIFE INSURANCE COMPANY
				By: Advantus Capital Management, Inc.
				By:		/s/ Rose A. Lambros
						Name: Rose A. Lambros
						Title: Vice President

 

42

---

Accepted and Agreed to:

 

				UNITED LIFE INSURANCE COMPANY
				By:		/s/ Chad Gwenther
						Name: Chad Gwenther
						Title: Portfolio Manager

 

43

---

Accepted and Agreed to:

 

				THRIVENT FINANCIAL FOR LUTHERANS
				By:		/s/ Patricia Eitrheim
						Name: Patricia Eitrheim
						Title: Director

 

44

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Schedule A

PROPERTIES ENCUMBERED BY MORTGAGES, THE RELATED INCOME, ASSET VALUES, MATURITY

DATES OF THE MORTGAGES, DATES OF ASSUMPTION

 

45

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Schedule A

 

September 30,

September 30,

September 30,

September 30,

September 30,

Encumbered Properties

Related Income (2010 NOI)

Asset Value (2010 Book Value)

Maturity Date

Date of Assumption

Subsidiary Guaranty Status

403/405 Glenn Drive

$

1,302,109

$

17,105,643

7/1/2011

10/7/2005

Prohibited

4612 Navistar Drive

1,831,546

19,547,427

7/11/2011

12/23/2004

Prohibited

Campus at Metro Park

3,017,841

35,569,860

2/11/2012

12/23/2004

Prohibited

One Fair Oaks(1)

4,956,210

62,500,000

6/11/2012

4/8/2011

Prohibited

1434 Crossways Boulevard Building II

1,429,028

13,195,257

8/5/2012

8/17/2005

Prohibited

Crossways Commerce Center

4,277,505

29,418,277

10/1/2012

9/6/2002

Prohibited

Newington Business Park Center

2,311,515

13,581,907

10/1/2012

9/6/2002

Prohibited

Prosperity Business Center

875,204

9,091,859

1/1/2013

11/3/2005

Allowed

Cedar Hill I & III(1)

2,008,251

22,800,000

2/11/2013

2/22/2011

Prohibited

Merrill Lynch Building(1)

907,588

11,000,000

2/13/2013

2/22/2011

Prohibited

1434 Crossways Boulevard Building I

1,219,667

10,777,817

3/5/2013

8/17/2005

Prohibited

Linden Business Center

702,181

14,636,909

10/1/2013

10/13/2005

Prohibited

840 First Street, NE(1)

7,149,242

90,000,000

10/1/2013

3/14/2011

Prohibited

Owings Mills Business Center

761,752

8,618,669

3/1/2014

11/3/2005

Prohibited

Annapolis Commerce Park East

1,680,506

17,569,706

6/1/2014

6/18/2007

Prohibited

Cloverleaf Center

3,134,384

20,677,995

10/8/2014

10/4/2009

Allowed

Plaza 500

5,550,636

32,088,015

8/1/2015

7/18/2005

Prohibited

Van Buren Business Park

1,165,921

9,984,184

8/1/2015

7/18/2005

Prohibited

Rumsey Center

1,323,689

11,132,963

8/1/2015

7/18/2005

Prohibited

Snowden Center

1,532,314

14,769,258

8/1/2015

7/18/2005

Prohibited

Greenbrier Technology Center II

616,408

5,164,955

8/1/2015

7/18/2005

Prohibited

Norfolk Business Center

703,970

4,471,601

8/1/2015

7/18/2005

Prohibited

Northridge I & II

752,327

8,029,682

8/1/2015

7/18/2005

Prohibited

15395 John Marshall Highway

2,287,603

15,606,980

8/1/2015

7/18/2005

Prohibited

Hanover Building D

26,432

3,304,229

8/1/2015

6/27/2006

Allowed

Hanover Building C

244,117

3,865,389

12/1/2017

6/27/2006

Allowed

Chesterfield Buildings C, D, G and H

489,378

8,813,036

8/1/2015

6/27/2006

Allowed

Chesterfield Buildings A, B, E and F

461,207

6,535,018

6/1/2021

6/27/2006

Allowed

7458 Candlewood Road

1,955,256

2)

20,152,612

1/1/2016

12/29/2010

Allowed

Gateway Centre Building I

-19,311

3,308,067

11/1/2016

7/20/2005

Prohibited

500 First Street, NW

4,306,963

(2)

59,161,239

7/1/2020

6/30/2010

Prohibited

Battlefield Corporate Center

721,165

(2)

7,426,054

11/1/2020

10/28/2010

Allowed

Airpark Business Center

267,187

2,987,784

6/1/2021

6/27/2006

Allowed

 

(1)	2011 Acquisition: income is first full year projected NOI and Asset Value is Purchase Price

 

(2)	2010 Acquisition: First full year projected NOI

 

46