EXHIBIT 4.2



 Exhibit 4.2 
  

EXECUTION COPY 
  
 FIRST SUPPLEMENTAL INDENTURE 
  
 dated as of June 30, 2004 
  
 among 
  
 CARRAMERICA REALTY CORPORATION, 
  
 CARRAMERICA REALTY, L.P., 
  
 CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P. 
  
 and 
  
 DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee 







 FIRST SUPPLEMENTAL INDENTURE 
  
 THIS FIRST SUPPLEMENTAL INDENTURE is entered into as of June 30, 2004 by and among CarrAmerica Realty Corporation, a
Maryland corporation (“CARC” or, before the Transfer Date, the “Company”), as original issuer, CarrAmerica Realty, L.P., a Delaware limited partnership (the “Guarantor”), as guarantor, CarrAmerica Realty Operating
Partnership, L.P., a Delaware limited partnership (“Carr OP” or, beginning on the Transfer Date, the “Company”), and Deutsche Bank Trust Company Americas, a New York banking corporation, formerly known as Bankers Trust Company,
as trustee (the “Trustee”). 
  
 WHEREAS, CARC, the
Guarantor and Bankers Trust Company entered into that certain Indenture dated as of February 23, 1998 (the “Original Indenture”), relating to $100,000,000 of the Company’s 6.625% notes due 2005 (the “2005 Notes”) and
$100,000,000 of the Company’s 6.875% notes due 2008 (the “2008 Notes” and, together with the 2005 Notes, the “Notes”); 
  
 WHEREAS, Carr OP is a direct and indirect wholly-owned subsidiary of CARC; 
  
 WHEREAS, CARC has adopted a plan to reorganize its structure and to convert to an umbrella partnership real estate
investment trust (the “UPREIT Conversion”); 
  
 WHEREAS,
in connection with and as part of the UPREIT Conversion, CARC has transferred and contributed to Carr OP substantially all of its assets (the “Asset Transfer”) in exchange for units of partnership interests in Carr OP and the assumption,
performance, satisfaction and discharge of any and all obligations and liabilities of CARC incurred through the effective time of the Asset Transfer (the “Transfer Date”), known or unknown, contingent or fixed, including, without
limitation, the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to the terms of the Original Indenture) on the Notes, according to their tenor, and the
due and punctual performance and observance of all the covenants and conditions of the Original Indenture to be performed by CARC; 
  
 WHEREAS, pursuant to Section 901(1) of the Indenture, CARC, the Guarantor, Carr OP and the Trustee may enter into this First Supplemental Indenture
without the consent of any Holders; and 







 WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly authorized by all
necessary corporate, partnership or trust action, as applicable, on the part of CARC, the Guarantor, Carr OP and the Trustee. 
  
 NOW, THEREFORE, CARC, the Guarantor, Carr OP and the Trustee agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 Section 1.01. Definitions. For
purposes of this First Supplemental Indenture: 
  
 (a)
“Indenture” means the Original Indenture, as amended by this First Supplemental Indenture, and as otherwise supplemented or amended from time to time by one or more indentures supplemental thereto or hereto entered into pursuant to
the applicable provisions of the Indenture. 
  
 (b) Capitalized
terms not expressly defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Original Indenture. 
  
 ARTICLE II 
 ASSUMPTION AND DISCHARGE

  
 Section 2.01. Assumption by Carr OP; Discharge of CARC.
Effective as of the Transfer Date, (i) Carr OP hereby assumes the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 1012 of the Indenture) on
all of the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company, and (ii) with regard to the Indenture and the Notes, Carr OP
shall succeed to and be substituted for CARC, with the same effect as if Carr OP had been named in the Indenture as the Company, and CARC thereupon shall be relieved of any further liability, obligation or covenant under the Indenture or the Notes.
Following the execution and delivery of this First Supplemental Indenture, the parties hereto agree that all references to the “Company” in the Indenture and the Notes shall be deemed to be references to Carr OP. 
  
 Section 2.02. Guaranty. The parties hereto acknowledge and agree that
the Guaranty of the Notes by the Guarantor remains in full force and effect. 
  

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 Section 2.03. Trustee’s Acceptance. The Trustee hereby accepts this First Supplemental
Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture. 
  
 ARTICLE III 
 MISCELLANEOUS 
  
 Section 3.01. Relation to Original Indenture. This First Supplemental Indenture supplements the Original Indenture
and shall be a part and subject to all the terms thereof. Except as supplemented hereby, the Original Indenture and the Securities issued thereunder shall continue in full force and effect. 
  
 Section 3.02. Effect of Headings. The Article and Section headings
herein are for convenience of reference only and shall not affect the construction hereof. 
  
 Section 3.03. Counterparts. This First Supplemental Indenture may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

  
 Section 3.04. Governing Law. THIS FIRST SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

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 Section 3.05. Notices. Effective as of the Transfer Date, the addresses for notices set forth in
the Original Indenture shall be amended, without further action, to read as follows: 
  

	 	(a)	if to the Company: 

  
 CarrAmerica Realty Operating Partnership, L.P. 
 1850 K Street, NW 
 Suite 500 
 Washington, DC 20006 
 Attention: Chief Financial Officer 
  

	 	(b)	if to the Guarantor: 

  
 CarrAmerica Realty, L.P. 
 1850 K Street, NW

 Suite 500 
 Washington, DC
20006 
 Attention: Chief Financial Officer 
  

	 	(c)	if to the Trustee: 

  
 Deutsche Bank Trust Company Americas 
 Trust
and Securities Department 
 60 Wall Street 
 27th Floor-MS NYC60-2710 
 New York, NY 10005 
 Attention: Global Debt Services 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	 CARRAMERICA REALTY CORPORATION

		
	 By:
	 	 /s/  Steven E. Riffee


	 Name:
	 	 Steven E. Riffee

	 Title:
	 	 Chief Financial Officer



  

	
	 Attest:

	
	 /s/  Ann Marie Pulsch


	 Name:  Ann Marie Pulsch

	 Title:   Assistant Corporate Secretary


  

			
	 CARRAMERICA REALTY, L.P.

		
	 By:
	 	 CarrAmerica Realty GP Holdings, Inc.,
     Its General Partner

	 	 	 
		
	 By:
	 	 /s/  Steven E. Riffee


	 Name:
	 	 Steven E. Riffee

	 Title:
	 	 Chief Financial Officer



  

	
	 Attest:

	
	 /s/  Ann Marie Pulsch


	 Name:  Ann Marie Pulsch

	 Title:   Assistant Corporate Secretary










					
	CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.
		
	 By:
	 	 CarrAmerica Realty Corporation,
     Its General Partner

			
	 	 	By:	 	 /s/  Steven E. Riffee


	 	 	 Name:
	 	 Steven E. Riffee

	 	 	 Title:
	 	 Chief Financial Officer



  

	
	 Attest:

	
	 /s/  Ann Marie Pulsch


	 Name:  Ann Marie Pulsch

	 Title:   Assistant Corporate Secretary


  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	 By:
	 	 /s/  Susan Johnson


	 Name:
	 	 Susan Johnson

	 Title:
	 	 Vice President



  

	
	 Attest:

	
	 /s/  Annie Jaghatspanyan


	 Name:  Annie Jaghatspanyan

	 Title:  Associate