Amendment No. 1 to Amended and Restated Revolving Credit Agreement



 Exhibit 10.1 
  
 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT 
  
 THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of February 25, 2005,
by and among CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), CARRAMERICA REALTY CORPORATION and CARRAMERICA REALTY L.P., as Guarantors (the “Guarantors”), the BANKS listed on the
signature pages hereof, JPMORGAN CHASE BANK, N.A. (successor to JPMorgan Chase Bank), as Administrative Agent, J.P. MORGAN SECURITIES INC., as Lead Arranger and Sole Bookrunner, BANK OF AMERICA, N.A., as Syndication Agent, and PNC BANK, NATIONAL
ASSOCIATION, WACHOVIA BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as documentation Agent, and COMMERZBANK AG, NEW YORK BRANCH, NATIONAL AUSTRALIA BANK LIMITED, NEW YORK BRANCH and US BANK, as Co-Agents. 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrower and the Banks have entered into the Amended and
Restated Revolving Credit Agreement, as of June 30, 2004 (the “Credit Agreement”); and 
  
 WHEREAS, the parties desire to modify the Credit Agreement upon the terms and conditions set forth herein. 
  
 NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 
  
 1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. 
  
 2. FMV Cap Rate. The definition of “FMV Cap Rate” is hereby deleted and the following substituted therefor: “‘FMV Cap Rate’ means 9% except that
with respect to those properties located in the following counties or cities, it shall mean 8.5%: Montgomery County, MD, Prince George’s County, MD, Washington, D.C., Arlington, VA, Alexandria, VA,, Fairfax County, VA, Loudoun County, VA.”

  
 3. Maximum Total Debt Ratio. Section 5.8(b)is hereby amended by deleting the
reference to “55%” and substituting “60%” therefor. 
  
 4.
Effective Date. This Amendment shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by the Borrower and the Required Banks (the date of such receipt being deemed the “Effective Date”). 

 
 5. Representations and Warranties. Borrower hereby represents and warrants that as of the
Effective Date, all the representations and warranties set forth in the Credit Agreement, as amended hereby, are true and complete in all material respects. 
  
 6. Entire Agreement. This Amendment constitutes the entire and final agreement among the parties hereto with respect to the subject matter hereof and there are no other
agreements, understandings, undertakings, representations or warranties among the parties hereto with respect to the subject matter hereof except as set forth herein. 
  
 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. 







 8. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall
constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. 
  
 9. Headings, Etc. Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of
this Amendment. 
  
 10. No Further Modifications. Except as modified herein, all
of the terms and conditions of the Credit Agreement, as modified hereby shall remain in full force and effect and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement in all
respects. 







 IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first above written. 

 

					
	         BORROWER:	 	 CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.,
 as Borrower

			
	 	 	 By:
	 	 CARRAMERICA REALTY CORPORATION

	 	 	 	 	 General Partner

			
	 	 	 By:
	 	 /s/ Stephen M. Walsh


	 	 	 Name:
	 	 Stephen M. Walsh

	 	 	 Title:
	 	 Senior Vice President - Capital Markets

		
	 	 	 CARRAMERICA REALTY CORPORATION,

	 	 	 as Guarantor, for purposes of consenting

	 	 	 to this Amendment

			
	 	 	 By:
	 	 /s/ Stephen M. Walsh


	 	 	 Name:
	 	 Stephen M. Walsh

	 	 	 Title:
	 	 Senior Vice President - Capital Markets

		
	 	 	 CARRAMERICA REALTY, L.P.,

	 	 	 as Guarantor, for purposes of consenting

	 	 	 to this Amendment

			
	 	 	 By:
	 	 CARRAMERICA REALTY GP HOLDINGS, INC.,

	 	 	 	 	 General Partner

			
	 	 	 By:
	 	 /s/ Stephen M. Walsh


	 	 	 Name:
	 	 Stephen M. Walsh

	 	 	 Title:
	 	 Senior Vice President - Capital Markets










					
	 	 	 JPMorgan Chase Bank, N.A. as Administrative
 Agent and as a Bank

			
	 	 	 By:
	 	 /s/ Marc E. Costantino


	 	 	 Name:
	 	 Marc E. Costantino

	 	 	 Title:
	 	 Vice President










					
	 	 	 BANK OF AMERICA, N.A., as Syndication
 Agent and as a Bank

			
	 	 	 By:
	 	 /s/ Charlotte W. Deinhart


	 	 	 Name:
	 	 Charlotte W. Deinhart

	 	 	 Title:
	 	 Vice President










			
	 PNC BANK, NATIONAL ASSOCIATION

	 as Documentation Agent and as a

	 Bank

		
	 By:
	 	 /s/ William R. Lynch III


	 Name:
	 	 William R. Lynch III

	 Title:
	 	 Senior Vice President



  
  








			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

	 as Documentation Agent and

	 as a Bank

		
	 By:
	 	 /s/ Joseph L. Carter III


	 Name:
	 	 Joseph L. Carter III

	 Title:
	 	 Senior Vice President



  
  








			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,

	 as Documentation Agent and

	 as a Bank

		
	 By:
	 	 /s/ David Blackman


	 Name:
	 	 David Blackman

	 Title:
	 	 Director



  
  








			
	 COMMERZBANK AG, NEW YORK BRANCH,

	 as Co-Agent and as a Bank

		
	 By:
	 	 /s/ Ralph C. Marra, Jr.


	 Name:
	 	 Ralph C. Marra, Jr.

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ Kerstin Micke


	 Name:
	 	 Kerstin Micke

	 Title:
	 	 Assistant Treasurer



  
  








			
	 NATIONAL AUSTRALIA BANK LIMITED,

	 NEW YORK BRANCH (ABN 004 044 937),

	 as Co-Agent and as a Bank

		
	 By:
	 	 /s/ Thomas Matesich


	 Name:
	 	 Thomas Matesich

	 Title:
	 	 Senior Vice President



  
  








			
	 AmSouth BANK, as Bank

		
	 By:
	 	 /s/ Robert Blair


	 Name:
	 	 Robert Blair

	 Title:
	 	 Vice President

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 










			
	 SOUTHTRUST BANK, as Bank

		
	 By:
	 	 /s/ David Blackman


	 Name:
	 	 David Blackman

	 Title:
	 	 Director











			
	 CITICORP NORTH AMERICA, INC.,
 as a Bank

		
	 By:
	 	 /s/ Blake R. Gronich


	 Name:
	 	 Blake R. Gronich

	 Title:
	 	 Vice President



  
  








			
	 EUROHYPO AG, New York Branch,
 as a Bank

		
	 By:
	 	 /s/ Alfred Koch


	 Name:
	 	 Alfred Koch

	 Title:
	 	 Executive Director

		
	 By:
	 	 /s/ Stephen Cox


	 Name:
	 	 Stephen Cox

	 Title:
	 	 Vice President











			
	 SUNTRUST BANK, as a Bank

		
	 By:
	 	 /s/ Gregory T. Horstman


	 Name:
	 	 Gregory T. Horstman

	 Title:
	 	 Senior Vice President



  
  








			
	 FIRST HORIZON BANK, A DIVISION OF

	 FIRST TENNESSEE BANK N.A., as a Bank

		
	 By:
	 	 /s/ J. Jordan O’Neill III


	 Name:
	 	 J. Jordan O’Neill III

	 Title:
	 	 Senior Vice President



  
  








			
	 UBS LOAN FINANCE LLC, as a Bank

		
	 By:
	 	 /s/ Edward Cripps


	 Name:
	 	 Edward Cripps

	 Title:
	 	 Director, Banking Products Services, US

		
	 By:
	 	 /s/ Jocelin Fernandes


	 Name:
	 	 Jocelin Fernandes

	 Title:
	 	 Associate Director, Banking Products
 Services, US











			
	 THE BANK OF NEW YORK, as a Bank

		
	 By:
	 	 /s/ Anthony A. Filorimo


	 Name:
	 	 Anthony A. Filorimo

	 Title:
	 	 Vice President



  
  








			
	 CHANG HWA COMMERCIAL BANK, LTD.,
 NEW YORK BRANCH, as a Bank

		
	 By:
	 	 /s/ Ming-Hsien Lin


	 Name:
	 	 Ming-Hsien Lin

	 Title:
	 	 SVP & General Manager



  
  








			
	 MORGAN STANLEY BANK, as a Bank

		
	 By:
	 	 /s/ Daniel Twenge


	 Name:
	 	 Daniel Twenge

	 Title:
	 	 Vice President