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Commitment Increase Agreement

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Exhibit 10.1



This Commitment Increase Agreement and Assignment (this " Agreement" ) is made as of the 21st day of July, 2008. Reference is made to that certain Fifth Amended and Restated Revolving Credit Agreement, dated as of August 3, 2006, among Boston Properties Limited Partnership, a Delaware limited partnership (the " Borrower" ), JPMorgan Chase Bank, N.A. (" JPChase" ), Bank of America, N.A. (" BOA" ) and the other lending institutions listed on Schedule 1 thereto (the " Banks" ), BOA, as Administrative Agent (the " Administrative Agent" ), JPChase, as Syndication Agent, Eurohypo AG, New York Branch, KeyBank National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, and The Bank of New York, Citicorp North America, Inc., RBS Citizens, National Association, successor by merger to Citizens Bank of Massachusetts, Deutsche Bank Trust Company Americas and PNC Bank, National Association, as Co-Managing Agents (as amended, the " Credit Agreement" ). WHEREAS, Section 2.10 of the Credit Agreement provides that the Borrower may request that the Total Commitment be increased to a Total Commitment of up to $1,000,000,000;

WHEREAS, the Borrower has requested that the Total Commitment be increased by $76,700,000 (the " Increase" ) to $1,000,000,000;

WHEREAS , TD Bank, N.A. and The Bank of Nova Scotia (the " New Lenders" ) have each agreed to provide new Commitments to the Borrower in connection with the Increase and to become parties to the Credit Agreement on the terms set forth herein (the Assigning Lenders, the New Lenders, the Increase Lender and each other financial institution which is a party to the Credit Agreement immediately prior to the effectiveness hereof are referred to collectively herein as the " Banks" ); WHEREAS , Union Bank of California, N.A. (the " Increase Lender" ) has agreed to provide an additional Commitment in connection with the Increase, a portion of which will be a new Commitment under the Increase and a portion of which will be effected by way of assignment from BOA and JPChase, as more fully described below; WHEREAS , BOA and JPChase (the " Assigning Lenders" ) have each agreed to assign $1,650,000 of its Commitment (each, an " Assigned Portion" and collectively, the " Assigned Portions" ) to the Increase Lender (collectively, the " Assignments" );

WHEREAS, the Commitments and the Commitment Percentages of the Banks, after giving effect to the Increase and the Assignments, will be adjusted as reflected on Annex 1 attached hereto, such that, after giving effect to the Increase and the Assignments, the Total Commitment will be $1,000,000,000; and


WHEREAS, the Administrative Agent is willing to give effect to the Increase and the Assignments provided that the Borrower, the Administrative Agent, the Assigning Lenders, the Increase Lender and the New Lenders enter into this Agreement;

NOW THEREFORE, the parties hereto hereby agree as follows:

All capitalized terms used herein without definition shall have the meanings given such terms in the Credit Agreement.

1. Funding of Commitment Increase . Pursuant to Section 2.10 of the Credit Agreement, the Increase Lender and the New Lenders hereby agree to fund the Increase (which such Increase is not required to be in an increment of $50,000,000) and the Increase Lender agrees to purchase the Assigned Portions, with each Bank having the resulting Commitment and Commitment Percentage set forth on Annex 1 attached hereto.

2. Amendment of Schedule 1. Schedule 1 to the Credit Agreement is hereby amended to reflect the Banks' adjusted Commitments and Commitment Percentages and the increase in the Total Commitment, as set forth on Annex 1 attached hereto. The Administrative Agent shall make such arrangements with the Banks as shall be necessary to provide that each Bank shall hold its Commitment Percentage of the outstanding Revolving Credit Loans after giving effect to this Agreement, with all Eurodollar Breakage Costs and other amounts payable under Section 5.8 of the Credit Agreement, if any, to be borne by the Borrower.

3. Affirmation and Acknowledgment . The Borrower hereby ratifies and confirms all of its Obligations to the Banks, including, without limitation, the Loans, the Notes, the other Loan Documents, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Banks all Obligations under (and as defined in) and upon the terms and conditions set forth in the Credit Agreement.

4. Assignment Provisions . For an agreed consideration, each Assigning Lender hereby irrevocably sells and assigns to the Increase Lender, and the Increase Lender hereby irrevocably purchases and assumes from such Assigning Lender, its respective Assigned Portion, subject to and in accordance with the terms hereof and of the Credit Agreement, as of the Effective Date, including (i) all of such Assigning Lender' s rights and obligations as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to its Assigned Portion and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such Assigning Lender (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law
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