AMENDMENT NO. 1 TO AMENDED AND RESTATED 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, X.X. XXXXXX 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 XXXXX 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%: Xxxxxxxxxx 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/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Senior Vice President - Capital Markets
		CARRAMERICA REALTY CORPORATION,
		as Guarantor, for purposes of consenting
		to this Amendment
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		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/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Senior Vice President - Capital Markets

		JPMorgan Chase Bank, N.A. as Administrative Agent and as a Bank
		By:		/s/ Xxxx X. Xxxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		Vice President

		BANK OF AMERICA, N.A., as Syndication Agent and as a Bank
		By:		/s/ Xxxxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxxxx X. Xxxxxxxx
		Title:		Vice President

PNC BANK, NATIONAL ASSOCIATION
as Documentation Agent and as a
Bank
By:		/s/ Xxxxxxx X. Xxxxx III
Name:		Xxxxxxx X. Xxxxx III
Title:		Senior Vice President

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Documentation Agent and
as a Bank
By:		/s/ Xxxxxx X. Xxxxxx III
Name:		Xxxxxx X. Xxxxxx III
Title:		Senior Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent and
as a Bank
By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Director

COMMERZBANK AG, NEW YORK BRANCH,
as Co-Agent and as a Bank
By:		/s/ Xxxxx X. Xxxxx, Xx.
Name:		Xxxxx X. Xxxxx, Xx.
Title:		Vice President
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Assistant Treasurer

NATIONAL AUSTRALIA BANK LIMITED,
NEW YORK BRANCH (ABN 004 044 937),
as Co-Agent and as a Bank
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Senior Vice President

AmSouth BANK, as Bank
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Vice President
By:
Name:
Title:

SOUTHTRUST BANK, as Bank
By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Director

CITICORP NORTH AMERICA, INC., as a Bank
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Vice President

EUROHYPO AG, New York Branch, as a Bank
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Executive Director
By:		/s/ Xxxxxxx Xxx
Name:		Xxxxxxx Xxx
Title:		Vice President

SUNTRUST BANK, as a Bank
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Senior Vice President

FIRST HORIZON BANK, A DIVISION OF
FIRST TENNESSEE BANK N.A., as a Bank
By:		/s/ X. Xxxxxx X’Xxxxx III
Name:		X. Xxxxxx X’Xxxxx III
Title:		Senior Vice President

UBS LOAN FINANCE LLC, as a Bank
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Director, Banking Products Services, US
By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Associate Director, Banking Products Services, US

THE BANK OF NEW YORK, as a Bank
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President

XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Bank
By:		/s/ Ming-Xxxxx Xxx
Name:		Ming-Xxxxx Xxx
Title:		SVP & General Manager

XXXXXX XXXXXXX BANK, as a Bank
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Vice President