Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which this notation is endorsed), (i) has unconditionally guaranteed that
(a) the principal of, interest and premium, if any, on the 5.25% Senior Notes
due 2007 (the "Notes") will be promptly paid in full when due, subject to any
applicable grace period, whether at stated maturity, by acceleration or
otherwise and interest on the overdue principal of, and interest on interest, to
the extent lawful, and premium, if any, on the Notes and all other obligations
of the Company to the Holders (as defined in the Indenture) or the Trustee under
the Indenture or the Notes will be promptly paid in full, all in accordance with
the terms set forth in the Indenture and Notes; and (b) in case of any extension
of time of payment or renewal of the Notes or of any such other obligations, the
same will be promptly paid in full when due in accordance with the terms of the
extension or renewal, subject to any applicable grace period, whether at stated
maturity, by acceleration or otherwise, (ii) has agreed to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this guarantee; provided, however, that
this guarantee is limited as to the Guarantor to the extent necessary not to
constitute a fraudulent conveyance or fraudulent transfer.
No stockholder, officer, director, or incorporator, as such, past,
present or future, of any Guarantor shall have any personal liability under this
guarantee by reason of his or its status as such stockholder, officer, director
or incorporator.
This guarantee shall be binding upon the undersigned and, to the extent
provided in the Indenture, its successors and assigns and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and, in the
event of any transfer or assignment of rights by any Holder or the Trustee, the
rights and privileges herein conferred upon that party shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions hereof.
This guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 25, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
