exhibit10_1


     

    Exhibit
      10.1

    

      After
        Recordation this First Modification

      Agreement
        Should Be Returned To:

      


      Randi
        B.
        Margolin, Esquire

      c/o
        Teachers Insurance and Annuity

      Association
        of America

      730
        Third
        Avenue

      New
        York,
        New York 10017

      


      


      


      


      


      


      


      FIRST
        MODIFICATION AGREEMENT

      


      by
        and
        between

      


      


      STRATUS
        7000 WEST JOINT VENTURE

      a
        Texas
        joint venture, 

      as
        Old
        Borrower

      


      and

      


      CARRAMERICA
        LANTANA, LP,

      a
        Delaware limited partnership

      as
        New
        Borrower

      


      and

      


      TEACHERS
        INSURANCE AND ANNUITY ASSOCIATION

      OF
        AMERICA, as Lender

      


      


      


      Property
        Known As

      7000
        WEST
        AT LANTANA

      7000
        West
        William Cannon Blvd.

      Austin,
        Texas 78735

      

        
          
             

          

          
            
              

            

          

           

        

      

      FIRST
        MODIFICATION AGREEMENT

      


      


      THIS
        FIRST MODIFICATON AGREEMENT (“Agreement”)
        is
        made this 27th
        of
        March,
        2006, by and between STRATUS 7000 WEST JOINT VENTURE, a Texas joint venture
        c/o
        Stratus Properties, Inc., 98 San Jacinto Blvd., Suite 220, Austin, Texas
        78701
        (the “Old
        Borrower”),
        CARRAMERICA LANTANA, LP, a Delaware limited partnership, having its principal
        place of business at 1850 K Street, NW, Suite 500, Washington, DC 20006 (the
        “New
        Borrower”),
        and
        TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation,
        having an address at 730 Third Avenue, New York, New York 10017 (the
“Lender”).

      


      RECITALS:

      


      WHEREAS,
        Lender has made a loan (the “Loan”)
        to Old
        Borrower and To evidence the Loan, Old Borrower executed and delivered a
        promissory note (the “Note”),
        dated
        December 15, 2004, in the principal amount of $12,000,000 (that amount or
        so
        much as is outstanding from time to time is referred to as the “Principal”).
        The
        Note, among other things, evidenced Old Borrower’s obligation to repay to the
        Lender with interest those amounts described in the Note.

      


      WHEREAS,
        in order to secure the Note, Old Borrower executed and delivered to Lender
        Deed
        of Trust in the following:

      


      (i) a
        certain
        Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
        Filing, dated December, 2004, and recorded with the Official Records of Travis
        County, Texas (the “Recorder's
        Office”)
        on
        December 17, 2004 as Document No. 2004233775, (the “Deed
        of Trust”),
        which
        currently encumbers Old Borrower's fee simple interest in the property and
        improvements now known as the 7000 West at Lantana, Austin, Texas as more
        particularly described on Exhibit
        A
        attached
        hereto and other property of Old Borrower (as further defined in the Deed
        of
        Trust, the “Property”);

      


      (ii) a
        certain
        Assignment of Leases and Rents, dated 15th day of December 2004, and recorded
        with the Recorder's Office on December 17, 2004, as Document No. 2004233776
        (the
“Assignment
        of Leases and Rents”);
        

      


      (iii) A.
        that
        certain UCC-1 Financing Statement filed with the Secretary of State of Texas
        under Filing No. 04-0091828961 (the “Texas
        Financing Statement”);

      


      B.
        that
        certain UCC-1 Financing Statement filed with the Delaware Department of State
        under Filing No. 4359094 2 (the “Delaware
        Financing Statement”);

      


      C.
        that
        certain UCC-1 Financing Statement filed with the Travis County Clerk under
        Filing No. 2004233777 (the “County
        Financing Statement”);

      


      (iv)
         Environmental
        Indemnity dated December 15, 2004 executed by Stratus Properties Inc., a
        Delaware corporation (the “Environmental
        Indemnity”);

      


      (v)
        Guaranty of Recourse Obligations of Borrower dated December 15, 2004 executed
        by
        Stratus Properties Inc., a Delaware corporation (the “Guaranty”);
        

      


      (vi)
        Real
        Estate Tax Pledge and Security Agreement dated December 15, 2004 (the
“Tax
        Escrow”);

      


      (vii)
        Tenant Improvement Pledge and Security Agreement dated December 15, 2004
        (the
“Tenant
        Escrow”);

      


      (viii) Security
        Deposit Pledge and Security Agreement dated as of Jan _________, 2005 (the
        “Security
        Escrow”);
        and

      


        (ix)
        Letter of Credit Agreement dated December 15, 2004 (the “L/C
        Agreement”).
        

       

      


      WHEREAS,
        the foregoing documents are collectively referred to herein as the "Loan
        Documents";

       

      WHEREAS,
        as of the date of this Agreement, the Loan Documents have not been modified
        or
        amended;

      


      WHEREAS,
        immediately prior to the recordation of this Agreement with the Recorder’s
        Office, Old Borrower has conveyed to New Borrower the Property (the
“Transaction”);

      


      WHEREAS,
        the parties hereto desire to amend the Loan Documents to reflect the Transaction
        and to modify the Deed of Trust in certain other respects; and

      


      WHEREAS,
        to induce Lender to consent to the Transaction, New Borrower desires to assume
        the Old Borrower’s obligations under the Loan Documents except to the extent
        expressly provided for herein.

       

      AGREEMENTS:

      


      NOW,
        THEREFORE, in consideration of the mutual agreements contained herein and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties hereto agree as follows:

      


      1. The
        foregoing Recitals are incorporated in this Agreement as if fully set forth
        therein. Any initially capitalized term not otherwise defined herein shall
        have
        the meaning ascribed to such term in the Deed of Trust.

      


      2. Lender
        acknowledges and consents to the Transaction as contemplated hereby in this
        Agreement.

      


      3. Lender
        acknowledges the receipt of the fee for permitting the Transfer (the
“Transfer
        Fee”),
        and
        the payment of Lender's expenses in connection with the Transfer, including
        Lender's administrative fees.

      


      4. Lender
        certifies to New Borrower that as of the date hereof, to the best of Lender’s
        knowledge, the Loan Documents are in full force and effect; neither the Borrower
        or any guarantor or indemnitor is in default thereunder; and the Loan Documents
        have not been modified, supplemented or amended and constitute all of the
        documents relating to the Note and the transaction contemplated
        thereby.

      


      5.
        As of
        the date hereof, the outstanding balance of the Note is  $11,738,178.01
        and
        the
        interest rate applicable thereto is 5.7% per annum. Old Borrower acknowledges
        that it has no existing and asserted (and no basis for any unasserted) claims,
        counterclaims, defenses or rights of setoff whatsoever with respect to any
        payment obligations under the Note or any other obligations under the Deed
        of
        Trust or any other document evidencing or securing the Note, and any such
        claims, counterclaims, defenses and rights of setoff are hereby waived and
        relinquished. New Borrower acknowledges that it has no existing and asserted
        (and no basis for any unasserted) claims, counterclaims, defenses or rights
        of
        setoff whatsoever with respect to any payment obligations under the Note
        or any
        other obligations under the Deed of Trust or any other document evidencing
        or
        securing the Note, and any such claims, counterclaims, defenses and rights
        of
        setoff are hereby waived and relinquished. The Loan Documents are ratified
        and
        confirmed hereby and are in full force and effect. Commencing on the date
        this
        Agreement is recorded with the Recorder’s Office, New Borrower hereby assumes
        the obligations of Old Borrower under the Loan Documents except to the extent
        expressly provided for herein. 

      


      6. New
        Borrower represents, warrants and covenants that following the date of this
        Agreement, the Property will be managed by Carr Real Estate Services, LLC
        (the
“Manager”),
        and
        the Property shall continue to be managed by Manager unless as otherwise
        permitted by the Lender in accordance with the Loan Documents. Lender hereby
        approves Manager as the present manager of the Property. Manager
        acknowledges that it is not the intent of either Manager or New Borrower
        that
        the agreement to manage the Property, including any oral or written agreement
        (“Management Agreement”), create an interest in real property or constitute a
        covenant running with the Property. To the maximum extent permitted by
        applicable law, Manager hereby waives, releases and forever discharges any
        and
        all contractual, constitutional or statutory liens, rights
        and interests (whether choate or inchoate and including, without limitation,
        all
        mechanic's and materialman's liens under applicable law) to which Manager
        may be
        entitled under applicable law against or with respect to the Property to
        secure
        the payments of amounts owing to Manager under the Management Agreement.
        In
        addition, and without limiting the generality of the foregoing, Manager
        expressly acknowledges and agrees that the Management Agreement and
        any
        and
        all amounts payable to Manager thereunder, and any and all liens, rights
        and
        interests (whether choate or inchoate and including, without limitation,
        all
        mechanic's and materialman's liens under applicable law) which may be owned,
        claimed or held, or to be owned, claimed or held by the Manager in and to
        the
        Property and the Improvements now or hereafter constructed thereon, are and
        shall be in all things subordinate and inferior to (i) Lender’s right to payment
        under the Note, the Deed of Trust and the other Loan Documents, and (ii)
        the
        liens and security interests created or to be created for the benefit of
        Lender,
        its successors and assigns securing the repayment of the Debt (as defined
        in the
        Deed of Trust), including, without limitation, those created under and by
        virtue
        of the Deed of Trust, and all renewals, modifications, supplements, extensions
        and refinancings thereof. Notwithstanding the foregoing, New Borrower may
        pay,
        and Manager may retain, all amounts payable to Manager under the Management
        Agreement prior to Manager's receipt of a notice from Lender that an event
        of
        default by New Borrower has occurred under the Deed of Trust or any other
        Loan
        Document. In the event of a default by new Borrower under any of the Loan
        Documents, Lender and its successors and assigns shall have the right to
        terminate the Management Agreement free of any obligation or liability to
        Manager. By executing this Agreement, Manager acknowledge its agreement to
        the
        foregoing.

      


      7.
         Subsection
        7.1(f) of the Deed of Trust is deleted in its entirety and replaced with
        the
        following: 

      


      “(f) Borrower
        will pay the Insurance Premiums for each Policy before the expiration date
        of
        the Policy being replaced or renewed and will deliver to Lender an original
        certificate of insurance prior to the expiration of the Policy and an original
        or, if a blanket policy, a certified copy of each Policy marked “Paid” within 30
        days after the expiration of the Policy.”

      


      8. Subsection
        7.1(h) of the Deed of Trust is amended by adding the following thereto:


      


      “(h) Lender
        hereby approves Borrower maintaining insurance under the terms and provisions
        of
        blanket insurance policy maintained by Borrower in effect as of March 27,
        2006.”

      


      9. New
        Borrower represents and warrants that the Transaction shall not result in
        the
        violation of Section
        8.3
        of the
        Deed of Trust.

      


      10 Subsection
        12.1(e) of the Deed of Trust is deleted in its entirety and replaced with
        the
        following:

      


      Section
        12.1 Borrower
        Composition.

      


      (a) Borrower
        represents, warrants and covenants that:

       

      (i) Borrower
        is a Delaware limited partnership. The sole general partner of Borrower is
        CDC
        Texas Holdings, LLC, a Delaware limited liability company, and the sole limited
        partner of Borrower is CDC Texas LP Holdings LLC, a Delaware limited liability
        company. The sole member of both CDC Texas Holdings, LLC and CDC Texas LP
        Holdings LLC is CARC Properties L.L.C., a Delaware limited liability company,
        the sole member of which is CarrAmerica Realty Operating Partnership, L.P.,
        a
        Delaware limited partnership. The sole general partner of CarrAmerica Realty
        Operating Partnership, L.P. is CarrAmerica Realty Corporation, a Maryland
        corporation owning a 1% general partnership interest and 98% limited partnership
        interest in CarrAmerica Realty Operating Partnership, L.P. 

       

      (ii) Borrower
        shall at all times be an indirect wholly-owned subsidiary of CarrAmerica
        Realty
        Operating Partnership, L.P.

       

      (iii) So
        long
        as the capital stock or other securities of CarrAmerica Realty Corporation
        are
        publicly traded, and CarrAmerica Realty Corporation is the sole general partner
        of CarrAmerica Realty Operating Partnership, L.P., the term “Transfer” is not
        intended to include transfers of securities in CarrAmerica Realty Corporation
        or
        limited partnership interests in CarrAmerica Realty Operating Partnership,
        L.P.
        except those in connection with a merger, consolidation, share exchange,
        or
        other business combination involving all or substantially all of the assets
        or
        shares of CarrAmerica Realty Corporation other than a Permitted Merger (as
        hereinafter defined). As used herein, a Permitted Merger shall mean a merger
        of
        CarrAmerica Realty Corporation which results in Blackstone Real Estate Partners
        V, L.P., a Delaware limited partnership (“Blackstone”), or an entity (directly
        or indirectly) controlled by, commonly controlled with or controlling Blackstone
        and acquiring all or substantially all of the assets of CarrAmerica Realty
        Ccorporation being the surviving entity, provided (A) Borrower pays all of
        Lender’s reasonable out of pocket costs, if any, in connection with the
        Permitted Merger and (B) the Property continues to be managed by an entity
        satisfactory to Lender. Transfers of any indirect interest in Borrower after
        a
        Permitted Merger are permitted provided that after giving effect to any such
        transfer CarrAmerica Realty Operating Partnership, L.P. owns not less than
        100%
        of the direct or indirect beneficial interests in Borrower. Notwithstanding
        anything contained in this subsection, no transfer shall be permitted hereunder
        if there is an Event of Default or the proposed transfer would cause an ERISA
        violation or a violation of any law relating to terrorism or money
        laundering.

       

      11. The
        Borrower's principal place of business shall be 1850 K Street, NW, Washington
        DC, 20006. The address for Borrower provided under Notice provisions under
        Section
        17.1
        of the
        Deed of Trust shall be replaced by the following:

      


      If
        to
        Borrower: c/o
        CarrAmerica Realty Corporation

      1850
        K
        Street, NW

      Washington,
        DC 20006

      Attn:
        Steve Walsh

      


      


      
        	 	 	 


      

      with
        a
        courtesy copy to: c/o
        CarrAmerica Realty Corporation

      1850
        K
        Street, NW

      Washington,
        DC 20006

      Attn:
        Steve Walsh

      


      and
        to:


      


      CarrAmerica
        Realty Corporation

      1850
        K
        Street, NW

      Washington,
        DC 20066

      Attn:
        General Counsel and Asset

      Management
        

      


      
        	 	
                If
                  to Lender:

              	
                Teachers
                  Insurance and Annuity Association of
                  America

              


      

      730
        Third
        Avenue

      New
        York,
        New York 10017

      Attn: Managing
        Director, 

      Domestic
        Portfolio 

      Investment
        Management

      TIAA
        Appl. #AAA-4444

      
        	 	 	
                TIAA
                  Mtge. #000593500

              


      

      


      
        	 	
                with
                  a courtesy copy to:

              	
                Teachers
                  Insurance and Annuity Association of
                  America

              


      

      730
        Third
        Avenue

      New
        York,
        New York 10017

      Attn: Managing
        Counsel - New York 

      Investment
        Management Law

      TIAA
        Appl. #AAA-4444

      
        	 	 	
                TIAA
                  Mtge. #000593500

              


      

      


      14. New
        Borrower hereby certifies as follows as of the date hereof and at all times
        while the Loan is outstanding:

      


      (a) Neither
        New Borrower nor its respective constituents, which are controlling,
        controlled by or under common control with New Borrower or CarrAmerica Realty
        Corporation (but excluding any non-controlling shareholders of CarrAmerica
        Realty Corporation or any non-controlling unitholders of CarrAmerica Realty,
        LP
        or CarrAmerica Realty Operating Partnership, L.P.), or affiliates are in
        violation of any Laws relating to terrorism or money laundering, including
        Executive Order No. 13224 on Terrorist Financing (effective September 24,
        2001)
        (the "Executive
        Order"),
        and
        the Uniting and Strengthening America by Providing Appropriate Tools Required
        to
        Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the
        "Patriot
        Act").

      


      (b) None
        of
        New Borrower or its respective constituents, which are controlling,
        controlled by or under common control with New Borrower or CarrAmerica Realty
        Corporation (but excluding any non-controlling shareholders of CarrAmerica
        Realty Corporation or any non-controlling unitholders of CarrAmerica Realty,
        LP
        or CarrAmerica Realty Operating Partnership, L.P.), or affiliates, any of
        their
        respective brokers or other agents acting or benefiting in any capacity in
        connection with the Loan is a "Prohibited Person" which is defined as
        follows:

      


      (i) a
        person
        or entity that is listed in the Annex to, or is otherwise subject to the
        provisions of, the Executive Order No. 13224 on Terrorist Financing, effective
        September 24, 2001 and relating to Blocking Property and Prohibiting
        Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
        the Executive Order;

      


      (ii) a
        person
        or entity owned or controlled by, or acting for or on behalf of, any person
        or
        entity that is listed in the Annex to, or is otherwise subject to the provisions
        of, the Executive Order;

      


      (iii) a
        person
        or entity with whom Lender is prohibited from dealing or otherwise engaging
        in
        any transaction by any terrorism or money laundering law, including the
        Executive Order and the Patriot Act;

      


      (iv) a
        person
        or entity who commits, threatens or conspires to commit or supports "terrorism"
        as defined in the Executive Order;

      (v) a
        person
        or entity that is named as a "specially designated national and blocked person"
        on the most current list published by the U.S. Treasury Department Office
        of
        Foreign Assets Control at its official website,
        http://www.treas.gov/ofac/tllsdn.pdf or at any replacement website or other
        replacement official publication of such list; and

      


      (vi) a
        person
        or entity who is affiliated with a person or entity listed above.

      


      
        	(c)  	
                None
                  of New Borrower or its respective affiliates or constituents, which
                  are controlling,
                  controlled by or under common control with New Borrower or CarrAmerica
                  Realty Corporation (but excluding any non-controlling shareholders
                  of
                  CarrAmerica Realty Corporation or any non-controlling unitholders
                  of
                  CarrAmerica Realty, LP or CarrAmerica Realty Operating Partnership,
                  L.P.),
                  any of their respective brokers or other agents acting in any capacity
                  in
                  connection with the Loan is or will knowingly (i) conduct any business
                  or
                  engage in any transaction or dealing with any Prohibited Person,
                  including
                  the making or receiving any contribution of funds, goods or services
                  to or
                  for the benefit of any Prohibited Person, (ii) deal in, or otherwise
                  engage in any transaction relating to, any property or interests
                  in
                  property blocked pursuant to the Executive Order; or (iii) engage
                  in or
                  conspire to engage in any transaction that evades or avoids, or
                  has the
                  purpose of evading or avoiding, or attempts to violate any of the
                  prohibitions sets forth in the Executive Order or the Patriot
                  Act.

              


      

      


      
        	(d)  	
                New
                  Borrower represents and warrants to Lender that New Borrower has
                  and will
                  continue to have all approvals required by Law or otherwise and
                  full
                  right, power and authority to (i) own and operate the Property
                  and carry
                  on New Borrower's business as now conducted or as proposed to be
                  conducted; (ii) execute and deliver the Loan Documents; (iii) grant,
                  mortgage, warrant the title to, convey, assign and pledge the Property
                  to
                  Lender; and (iv) perform the Obligations.


              


      

      


      15. Lender
        acknowledges that, anything to the contrary set forth in the Loan Documents
        notwithstanding, New Borrower shall not be liable for any breach of warranty
        or
        misrepresentation made by Old Borrower under the Loan Documents, nor shall
        same
        be a default under the Loan Documents with respect to New Borrower, nor shall
        New Borrower or New Guarantor be liable for any personal recourse obligation
        of
        Old Borrower or Old Guarantor under the Loan Documents; provided, however,
        the
        foregoing shall not release Old Borrower nor the guarantors or indemnitors
        of
        Old Borrower's obligations with respect to any such breach or misrepresentation.
        

      


      16. Lender
        hereby releases Old Borrower from its obligations under the Loan Documents
        with
        respect to matters, which arise from and after the date hereof. Lender hereby
        releases Stratus Properties Inc. from its obligations under the Environmental
        Indemnity and under the Guaranty with respect to matters, which arise from
        and
        after the date hereof. CarrAmerica Realty Operating Partnership, L.P., a
        Delaware, limited partnership, is delivering to Lender an Environmental
        Indemnity and Guaranty, both dated of even date herewith. Wherever in the
        Deed
        of Trust reference is made to the Indemnitor or the Guarantor, such reference
        shall be to CarrAmerica Realty Operating Partnership, L.P..

       

      17. This
        Agreement does not create any new or further indebtedness and is not intended
        and shall not be construed to disturb, discharge, cancel, impair or extinguish
        the indebtedness and repayment obligations evidenced by the Note or any of
        the
        Loan Documents.

      


      18. This
        Agreement may be executed in any number of identical counterparts, each of
        which
        for all purposes is to be deemed an original, but all of which constitute
        collectively one agreement.

       

      19. This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of Texas.

      


      [SIGNATURES
        ON NEXT PAGE]

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        and delivered as of the day and year first above written.

      


      NEW
        BORROWER:

      


      
        	
                CARRAMERICA
                  LANTANA, LP, a Delaware

                limited
                  partnership

              
	
                 

                By:
                  CDC Texas Holdings, LLC, a Delaware limited liability company,
                  its sole
                  general partner

                 

                By:
                  CARC Properties, LLC, a Delaware limited liability company, it
                  is sole
                  member

                 

                By:
                  CarrAmerica Realty Operating Partnership, L.P.,. a Delaware limited
                  partnership, its sole member

                 

                By:
                  CarrAmerica Realty Corporation, a Maryland corporation, its general
                  partner 

                 

                By:
                  /s/
                  Tom
                  Levy               

                 

                Name:
                  Tom
                  Levy               

                 

                Title:
                  Senior
                  Vice President

                 

                 

                 

              
	
              


      

      


      


      


      


      [SIGNATURES
        ON NEXT PAGE]

      


      


      OLD
        BORROWER:

      


      
        	
                STRATUS
                  7000 WEST JOINT VENTURE, 

                a
                  Texas joint venture

              
	
                By:
                  Stratus 7000 West, Ltd., 

                 

                a
                  Texas limited partnership, a joint venturer

                 

              
	
                By:
                  STRS L.L.C., a Delaware limited liability company, its general
                  partner
                  

                 

              
	
                By:
                  Stratus Properties, Inc., a Delaware corporation, its Manager

                 

              
	
                By:
                  /s/
                  John E. Baker

                John
                  E. Baker, Senior Vice President

                 

                 

                 

              
	
                By:
                  STRS L.L.C., a Delaware limited liability company, a joint venturer
                  

                 

              
	
                By:
                  Stratus Properties Inc., a Delaware corporation

                 

              
	
                By:
                  /s/
                  John E.
                  Baker                               

                John
                  E. Baker, Senior Vice President

                 

              


      

      


      


      


      


      [SIGNATURES
        ON NEXT PAGE]

      


      


      


      


      LENDER:

      


      TEACHERS
        INSURANCE AND ANNUITY 

      ASSOCIATION
        OF AMERICA,

      a
        New
        York corporation

      


      


      By: /s/
        Vincent P.
        Costanzo                      

      Name: Vincent
        P.
        Costanzo                         

      Title: Director                                               

      


      


      MANAGER
        (WITH RESPECT TO PARAGRAPH 6 ONLY),

      


      


      CARR
        REAL ESTATE SERVICES, LLC

      A
        Delaware limited liability company

      


      By: Carr
        Real
        Estate Services Partnership, 

      a
        Delaware general partnership, its sole member

      


      By:
        Carr
        Realty Holdings, L.P., a Delaware limited

      partnership,
        managing partner

      


      By:
        CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership
        its sole general partners

      


      
        	 	 	
                By:
                  CarrAmerica Realty Corporation, a
                  Maryland

              


      

      corporation,
        its general partner

      


      By: /s/
        Stephanie
        Duncan                          

      Name: Stephanie
        Duncan                           

      Title: Senior
        Vice
        President                        


      


      


      


      STATE
        OF
        TEXAS )

      ) ss

      COUNTY
        OF
        TRAVIS  )

      


      


      The
        foregoing instrument was acknowledged before me this 24th
        day of
        March, 2006 by John E. Baker, Senior Vice President of Stratus Properties
        Inc.,
        as Manager of STRS, L.L.C., a Delaware limited liability company, both in
        STRS
        L.L.C.’s capacity as a joint venturer of and on behalf of Stratus 7000 West
        Joint Venture, a Texas joint venture, and in STRS, L.L.C.’s capacity as the
        general partner of and on behalf of Stratus 7000 West Ltd., a Texas limited
        partnership, a joint venturer on behalf of Stratus 7000 West Joint Venture,
        a
        Texas joint venture, on behalf of such joint venture. 

      


       

      


      


      /s/
        Carol A.
        Fahs                                                    

      Notary
        Public in and for State of Texas

      

 

      CITY
        OF
        WASHINGTON   §

       

      §

       

      DISTRICT
        OF COLUMBIA   §

       

      This
        instrument was acknowledged before me on this the 24th
        day of
        March, 2006, by Tom Levy, the Senior Vice President of CarrAmerica Realty
        Corporation, a Maryland corporation, acting in its capacity as the general
        partner of CarrAmerica Realty Operating Partnership, LP, a Delaware limited
        partnership, acting in its capacity as the sole member of CARC Properties,
        LLC,
        a Delaware limited liability company, acting in its capacity as the sole
        member
        of CDC Texas Holdings, LLC, a Delaware limited liability company, acting
        in its
        capacity as the general partner of CarrAmerica Lantana, LP, a Delaware limited
        partnership, on behalf of said limited partnership.

       

      /s/
        Olivia M.
        Kerr                                          

       

      Notary
        Public in and for the

       

      District
        of Columbia

       

      Name:
        Olivia
        M.
        Kerr                                   

       

      My
        Commission Expires: 1-14-07               

       

      


       

      CITY
        OF
        WASHINGTON   §

       

      §

       

      DISTRICT
        OF COLUMBIA   §

       

      This
        instrument was acknowledged before me on this the 24th
        day of
        March, 2006, by Stephanie Duncan, the Senior Vice President of CarrAmerica
        Realty Corporation, a Maryland corporation, acting in its capacity as the
        general partner of CarrAmerica Realty Operating Partnership, LP, a Delaware
        limited partnership, acting in its capacity as the sole general partner of
        Carr
        Realty Holdings, L.P., a Delaware limited partnership, acting in its capacity
        as
        the managing partner of Carr Real Estate Services Partnership, a Delaware
        general partnership, acting in its capacity as the sole member of Carr Real
        Estate Services, LLC, a Delaware limited liability company, on behalf of
        said
        limited liability company.

       

      /s/
        Olivia M.
        Kerr                                          

       

      Notary
        Public in and for the

       

      District
        of Columbia

       

      Name:
        Olivia
        M.
        Kerr                                   

       

      My
        Commission Expires: 1-14-07                

       

      STATE
        OF
        _____________ )

      ) ss

      COUNTY
        OF
        ___________  )

      


      


      


      STATE
        OF
        NEW YORK )

      ) ss

      COUNTY
        OF
        NEW YORK )

      


      


      I,
        Jasmine E. Rosario, a notary public in and for said County, in the State
        aforesaid, DO HEREBY CERTIFY that Vincent P. Costanzo, the Director of TEACHERS
        INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, personally known to me to be
        the
        same person whose name is subscribed to the foregoing instrument, appeared
        before me this day in person and acknowledged that he signed, sealed and
        delivered the said instrument in his capacity as Director of such corporation
        as
        his free and voluntary act, for the uses and purposes therein set
        forth.

      


      GIVEN
        under my hand and official seal, this 24th
        day of
        March, 2006.

      


      


      


      /s/
        Jasmine E. Rosario

      Notary
        Public

      


      My
        commission expires:

      


      October
        25, 2008

      


      
 

      EXHIBIT
        A

      


      LEGAL
        DESCRIPTION

      


      


      Lot
        6,
        Block “A,” Lantana Lot 6, Block A, a Subdivision in Travis County, Texas,
        according to the map or plat thereof, recorded in Volume 100, Page(s) 1-2
        of the
        Plat Records of Travis County, Texas, as corrected by instrument recorded
        in
        Volume 13064, Page 278 of the Real Property Records of Travis County,
        Texas.