ex10-3



EXHIBIT 10.3


FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

AND CONSENT AGREEMENT


      THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
AND CONSENT AGREEMENT, dated as of May 18, 2001 (this “Amendment”), among EOP
OPERATING LIMITED PARTNERSHIP (the “Borrower”) and the BANKS listed on the
signature pages hereof (the “Banks”).


W I T N E S S E T H


      WHEREAS, the parties to this Amendment are parties to that certain
Revolving Credit Agreement, dated as of May 12, 2000 (the “Credit Agreement”);
and


      WHEREAS, the Borrower requested an amendment to the definition of
“Permitted Holdings” provided in the Credit Agreement and a consent pursuant to
Section 5.9 of the Credit Agreement for the proposed merger of Spieker
Properties, Inc. (“Spieker”) with and into Equity Office Properties Trust
(“EOPT”) and Spieker Properties, LP., with and into Borrower (the “Spieker
Merger”).


      NOW, THEREFORE, the parties hereto agree as follows:


      1.    Defined Terms. Capitalized term used in this Amendment and not defined
herein shall have the meaning provided in the Credit Agreement.


      2.    Permitted Holdings.  Section 1.1 of the Credit Agreement is hereby
amended by deleting the definition of “Permitted Holdings“on page 21 of the
Credit Agreement and substituting the following therefor:



		
	 	“Permitted Holdings” means Unimproved Assets,
Development Activity, Joint Venture Interests,
interests in Taxable REIT Subsidiaries, Investment
Mortgages, Securities and Properties which constitute
primarily warehouse distribution facilities, but only
to the extent permitted in Section 5.8.



      3.    Spieker Merger. The Banks hereby consent pursuant to Section 5.9 of
the Credit Agreement to the Spieker Merger. The consent granted hereby shall
be a one time consent and shall not be deemed to be a waiver of any future
consent rights of the Banks pursuant to the Credit Agreement.


      4.    Effectiveness of Amendment and Waiver.

 








             (a)    Pursuant to Section 9.5 of the Credit Agreement, the amendment to the
Credit Agreement pursuant to Section 2 of this Amendment shall become effective
on the date upon which the Borrower and the Required Banks shall have executed
this Amendment.


             (b)    Pursuant to Section 5.9 of the Credit Agreement, the consent to the
merger transaction between the Borrower, EOPT and Spieker pursuant to Section 2
of this Amendment shall become effective on the date upon which the Borrower
and the Majority Banks shall have executed this Amendment.


      5.    Representations and Warranties. The Borrower hereby represents and
warrants that each of the representations and warranties contained in the
Credit Agreement or in any other Loan Document, are true and correct in all
material respects immediately after giving effect to this Amendment, on and as
of the date hereof, it being understood and agreed that all references to the
Credit Agreement in the Credit Agreement and the other Loan Documents shall be
deemed for purposes of this Section to mean the Credit Agreement, as amended by
this Amendment.


      6.    Ratification of Credit Agreement. Except as herein expressly amended,
the Credit Agreement, as amended by this Agreement, is in all respects ratified
and confirmed.


      8.    Headings. Each of the captions contained in this Amendment are for the
convenience of reference only and shall not define or limit the provisions
hereof.


      9.    Governing Law. This Amendment shall be governed by the laws of the
State of New York, without regard to choice of law rules.


      10.   Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all of which when
taken together shall constitute one binding agreement.


      11.   Severability. The provisions of this Amendment are severable, and if
any one clause or provision hereof shall be held invalid or unenforeceable in
whole or in part, then such invalidity or uneforceablity shall affect only such
clause or provision, or part thereof, and not any other clause or provision of
this Amendment.


[REMAINDER OF PAGE INTENTIONALLY BLANK]


2







      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.






	 
	EOP OPERATING LIMITED PARTNERSHIP,

a Delaware limited partnership
	 
	By:    Equity Office Properties Trust, a Maryland real estate

         investment trust, its managing general partner
	 
	         By:
/s/ MAUREEN FEAR                                       
  

         Name: Maureen Fear

         Title: Senior Vice President, Treasurer









EQUITY OFFICE PROPERTY TRUST hereby consents to this First Amendment to
Revolving Credit Agreement and Consent Agreement and ratifies its obligations
under that certain Guaranty of Payment – No. 1, dated as of May 12, 2000, by
Equity Office Property Trust to Bank of America, N.A., as administrative agent,
and that certain Guaranty of Payment – No. 2, dated as of May 12, 2000, by
Equity Office Properties Trust to Bank of America, as administrative agent.



EQUITY OFFICE PROPERTIES TRUST,

a Maryland real estate investment trust




By:/s/ MAUREEN FEAR                                      
                         

Name: Maureen Fear

Title: Senior Vice President, Treasurer




S-1










	 
	BANK OF AMERICA, N.A., as a Bank
	 
	By:/s/ PATRICK TROWBRIDGE                                 
            

Name: Patrick Trowbridge

Title: Vice President
	 
	Commitment:  $68,000,000







S-2








	 
	THE CHASE MANHATTAN BANK, as a Bank
	 
	By:    /s/ MARC E. COSTANTINO          
           

Name:    Marc E. Costantino

Title:       Vice President
	 
	Commitment:  $68,000,000







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	MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a
Bank
	 
	By: /s/ GEORGE EDWARD WINCKLER

Name: George Edward Winckler

Title: Vice President
	 
	Commitment:  $68,000,000







S-4








	 
	UBS AG STAMFORD BRANCH, as a Bank
	 
	By:/s/ DAVID GOLDMAN

Name: David Goldman

Title: Director
	 
	By:/s/ XIOMARA MARTEZ

Name: Xiomara Martez

Title: Director
	 
	Commitment:  $68,000,000







S-5








	 
	PNC BANK, NATIONAL ASSOCIATION, as a Bank
	 
	By: /s/ MICHAEL E. SMITH

Name: Michael E. Smith

Title: Vice President
	 
	Commitment:  $65,000,000







S-6








	 
	FLEET NATIONAL BANK, as a Bank
	 
	By:                                      
                          

Name:

Title:
	 
	Commitment:  $65,000,000







S-7








	 
	DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
as a Bank
	 
	By:    /s/ MAUREEN M. SLENTZ    

Name:  Maureen M. Slentz

Title:  Vice President
	 
	By:    /s/ RENEE LEWIS    

Name:  Renee Lewis

Title:  Assistant Treasurer
	 
	Commitment:  $65,000,000







S-8










	 
	COMMERZBANK AG, NEW YORK BRANCH,
as a Bank
	 
	By:  /s/ DOUGLAS P.
TRAYNOR                                       

Name:  Douglas P. Traynor

Title:  Senior Vice President
	 
	By:  /s/ DAVID
BUETTNER                                         
       

Name:  David Buettner

Title:  Assistant Vice President
	 
	Commitment:  $65,000,000







S-9








	 
	U.S. BANK NATIONAL ASSOCIATION, as a Bank
	 
	By:                                      
                          

Name:

Title:
	 
	Commitment:  $65,000,000







S-10








	 
	BANK ONE, NA, as a Bank
	 
	By:      /s/ SCOTT S. SOLLE      

Name: Scott S. Solle

Title: Vice President
	 
	Commitment:  $42,000,000







S-11








	 
	BANKERS TRUST COMPANY, as a Bank
	 
	By:      /s/ STEVEN P. LEPHRAN      

Name: Steven P. Lephran

Title: Director
	 
	Commitment:  $42,000,000







S-12








	 
	BAYERISCHE HYPO-UND VEREINSBANK AG (NEW YORK
BRANCH), as a Bank
	 
	By:                                      
                          

Name:

Title:
	 
	Commitment:  $42,000,000







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	THE INDUSTRIAL BANK OF JAPAN, LIMITED, as a Bank
	 
	By:      VICENTE L. TIMIRAOS      

Name: Vicente L. Timiraos

Title: Joint General Manager
	 
	Commitment:  $42,000,000







S-14








	 
	NATIONAL AUSTRALIA BANK LIMITED, as a Bank
	 
	By:                                      
                          

Name:

Title:
	 
	Commitment:  $42,000,000







S-15








	 
	THE BANK OF NOVA SCOTIA, NEW YORK AGENCY, as a
Bank
	 
	By:
  
/s/              R.H. BOESE
                


Name:
                R.H. Boese

Title:        Managing Director
	 
	Commitment:  $31,000,000







S-16










	 
	WACHOVIA BANK, N.A., as a Bank
	 
	By:        
/s/       MARY
F. HUGHES              


Name:    Mary F. Hughes

Title:       SVP
	 
	Commitment:  $31,000,000







S-17








	 
	UNION BANK OF CALIFORNIA, N.A., as a Bank
	 
	By:        /s/    
  
ANNETTE BILLINGSLEY
     
        
    


Name:   Annette Billingsley

Title:      Senior Vice President
	 
	Commitment:  $31,000,000







S-18








	 
	LASALLE BANK NATIONAL ASSOCIATION,
as a Bank
	 
	By: /s/ KLAY SCHMEISSER

Name: Klay Schmeisser

Title: V.P.
	 
	Commitment:  $25,000,000







S-19










	 
	FIRSTAR BANK, NATIONAL ASSOCIATION, as a Bank
	 
	By: /s/ MAUREEN A DUNNE

Name: Maureen A Dunne

Title: Senior Vice President
	 
	Commitment:  $25,000,000







S-20








	 
	THE NORTHERN TRUST COMPANY, as a Bank
	 
	By:                                      
                          

Name:

Title:
	 
	Commitment:  $25,000,000







S-21








	 
	CHANG HWA COMMERCIAL BANK, LTD., L.A. BRANCH, as
a Bank
	 
	By:                                      
                          

Name:

Title:
	 
	Commitment:  $25,000,000







S-22