AMENDMENT TO FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this "Amendment") is made as of August 31, 1999, by and among CARRAMERICA
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REALTY CORPORATION, XXXX REALTY, L.P., and CARRAMERICA REALTY, L.P.
(collectively, the "Borrower"), the BANKS listed on the signature pages hereof,
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and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Lead Agent.
W I T N E S S E T H:
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WHEREAS, the Borrower and the Banks have entered into the Fourth
Amended and Restated Revolving Credit Agreement, dated as of August 27, 1998
(the "Credit Agreement"); and
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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
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shall have the meanings ascribed to them in the Credit Agreement.
2. Amendments. Notwithstanding the provisions of Section 5.21 of the
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Credit Agreement, Xxxx and CarrAmerica LP may transfer its interests in those
Real Property Assets more particularly set forth on Schedule 1 annexed hereto
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and made a part hereof, to Xxxx XX.
3. Effective Date. This Amendment shall become effective upon receipt
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by the Lead Agent of counterparts hereof signed by the Borrower and the Required
Banks (the date of such receipt being deemed the "Effective Date").
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4. Entire Agreement. This Amendment constitutes the entire and final
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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.
5. Governing Law. This Amendment shall be governed by, and construed
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in accordance with, the law of the State of New York.
6. Counterparts. This Amendment may be executed in any number of
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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.
7. Headings, Etc. Section or other headings contained in this
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Amendment are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Amendment.
8. No Further Modifications. Except as modified herein, all of the
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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, 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.
BORROWER:
CARRAMERICA REALTY CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
XXXX REALTY, L.P.
By: CarrAmerica Realty Corporation,
General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
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BANKS:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as a Bank and as Lead Agent
By: /s/ Xxxxxxx Xxxxx-Xxxxx
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Name: Xxxxxxx Xxxxx-Xxxxx
Title: Vice President
BANK OF AMERICA, NATIONAL
ASSOCIATION, as a Bank and as Co-Agent
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Principal
COMMERZBANK AKTIENGESELLSCHAFT,
NEW YORK BRANCH,
as a Bank and as Co-Agent
By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxx
Title: Assistant Treasurer
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BANK AUSTRIA CREDITANSTALT
By:
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Name:
Title:
By:
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Name:
Title:
0
XXXXXXXXXX XXXX-XXXXXXXXXXX XX,
XXX XXXX BRANCH
By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxx
Title: Associate Director
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Tezdinski
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Name: Xxxxxxx X. Tezdinski
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxx X. Ridy
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Name: Xxx X. Ridy
Title: Vice President
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LASALLE BANK, N.A.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Associate Vice President
SOCIETE GENERALE, A FRENCH BANKING
CORPORATION, ACTING THROUGH ITS
SOUTHWEST AGENCY
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
KBC BANK N.V.
By:
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Name:
Title:
By:
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Name:
Title:
SOUTHTRUST BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Group Vice President
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ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: First Vice President
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SCHEDULE 1
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1. Sunrise Corporate Center, Reston, Virginia
2. Reston Crossing, Reston, Virginia
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