EXHIBIT 10.4
THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
CARRAMERICA REALTY, L.P.
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF CARRAMERICA REALTY, L.P. (this "Third Amendment"), dated
December 31, 1997, is entered into by CarrAmerica Realty GP Holdings, Inc., a
Delaware corporation, as general partner (the "General Partner") of CarrAmerica
Realty, L.P. (the "Partnership"), for itself and on behalf of the limited
partners of the Partnership, and the additional limited partners shown below.
WHEREAS, pursuant to the authority granted to the General Partner
pursuant to the First Amended and Restated Agreement of Limited Partnership of
the Partnership (the "Partnership Agreement"), the General Partner desires to
amend the Partnership Agreement to amend and restate Exhibit A thereto to
reflect various transfers involving holders of Class D Units and to reflect
various issuances of Class B Units to the General Partner and CarrAmerica Realty
LP Holdings, Inc.; and
WHEREAS, certain transferees of Class D Units desire to become
parties to the Partnership Agreement.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends Exhibit A to the Partnership
Agreement by replacing such Exhibit A with the Exhibit A attached to this Third
Amendment. Each limited partner executing this Third Amendment below hereby
agrees to become a party to the Partnership Agreement, as such agreement is in
effect on the date hereof and as such agreement may be amended from time to time
in accordance with the provisions thereof, and to be bound by all of the terms,
conditions and other provisions of the Partnership Agreement.
All capitalized terms used in this Third Amendment and not
otherwise defined shall have the meanings assigned in the Partnership Agreement.
Except as modified herein, all terms and conditions of the Partnership Agreement
shall remain in full force and effect, which terms and conditions the General
Partner hereby ratifies and affirms.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as
of the date first set forth above.
CARRAMERICA REALTY GP HOLDINGS, INC.,
as General Partner of CarrAmerica Realty, L.P.
and on behalf of existing Limited Partners
By: /s/ Brain X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Chief Financial Officer, Treasurer
and Vice President
----------------------------------
/s/ Xxxx X. Xxxx
-----------------------------------
Xxxx X. Xxxx, Trustee of the XXXX FAMILY
TRUST u/d/t dated June 20, 1985
/s/ Xxxx X. XxXxxxxxx
-----------------------------------
Xxxx X. XxXxxxxxx, Trustee of the XxXXXXXXX
FAMILY TRUST u/d/t dated January 20, 1982
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, Trustee of the XXXXXXX
FAMILY TRUST u/d/t dated September 3, 1980
and
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxxx, Trustee of the XXXXXXX
FAMILY TRUST u/d/t dated September 3, 1980
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx, Trustee of the XXXXXXX
FAMILY TRUST u/d/t dated November 14, 1980
and
/s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx, Trustee of the XXXXXXX
FAMILY TRUST u/d/t dated November 14, 1980
/s/ Xxxxxxxx X. Xxxx
-----------------------------------
Xxxxxxxx X. Xxxx, Trustee of the XXXXXXXX X.
XXXX LIVING TRUST u/d/t dated May 19, 1993
-2-
