Exhibit 1.2
CARRAMERICA REALTY CORPORATION
(a Maryland Corporation)
5.25% Senior Notes due 2007
TERMS AGREEMENT
Dated: November 20, 2002
To: CarrAmerica Realty Corporation
0000 X Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We (the "Representatives") understand that CarrAmerica Realty Corporation,
a Maryland corporation (the "Company"), proposes to issue and sell
$175,000,000.00 aggregate principal amount of its unsecured debt securities (the
"Debt Securities") (such Debt Securities being collectively hereinafter referred
to as the "Underwritten Securities"). CarrAmerica Realty, L.P. (the "Guarantor")
has agreed to guarantee the Underwritten Securities (the "Guarantees") as to
payments of principal, premium, if any, and interest. With respect to the
issuance and sale of the Debt Securities and the related Guarantees to the
Underwriters, the Guarantor agrees to be jointly and severally liable with the
Company as to the Company's obligations contained in Sections 1, 3, 4, 5 and 6
of the Underwriting Agreement referred to below, as if the Guarantor were
originally named as a party thereto. Subject to the terms and conditions set
forth or incorporated by reference herein, the underwriters named below (the
"Underwriters") offer to purchase, severally and not jointly, the respective
numbers of Initial Underwritten Securities (as defined in the Underwriting
Agreement referred to below) set forth below opposite their respective names at
the purchase price set forth below.
1
Underwriter Principal
-----------
Amount of
---------
Senior Notes
------------
Bank of America Securities LLC ........................... $ 61,250,000
X.X. Xxxxxx Securities Inc. .............................. $ 61,250,000
Xxxxxxx, Sachs & Co. ..................................... $ 17,500,000
Wachovia Securities, Inc. ................................ $ 17,500,000
Commerzbank Capital Markets Corporation .................. $ 3,500,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated ..................... $ 3,500,000
PNC Capital Markets, Inc. ................................ $ 3,500,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. .......................... $ 3,500,000
Xxxxx Fargo Brokerage Services, LLC ...................... $ 3,500,000
Total $175,000,000
------------
The Underwritten Securities shall have the following terms:
Title of Securities: 5.25% Senior Notes due 2007.
Currency: U.S. Dollars.
Principal amount to be issued: $175,000,000.00
Current ratings: Xxxxx'x Investors Service, Inc.: Baa2(-); Standard & Poor's
Corporation: BBB; Fitch, Inc.: BBB.
Interest rate: 5.25%.
Interest payment dates: Each May 30 and November 30, beginning May 30, 2003.
Stated maturity date: November 30, 2007.
Redemption or repayment provisions: The Underwritten Securities may be redeemed
at any time at the option of the Company, in whole or in part, at a redemption
price equal to the sum of (i) the principal amount of the Underwritten
Securities being redeemed plus accrued interest to the redemption date and (ii)
the Make-Whole Amount, if any, with respect to such Underwritten Securities.
Make Whole Amount: T+30.
Delayed Delivery Contracts: Not authorized.
Initial public offering price: 99.525%, plus accrued interest, if any, from the
date of issuance.
Purchase price: 99.225% plus accrued interest, if any, from the date of
issuance (payable in same-day funds).
Other terms: The Underwritten Securities shall be in the form specified in the
Officers' Certificate of CarrAmerica Realty Corporation (including Exhibit B
attached thereto) to be dated November 25, 2002, delivered pursuant to Section
301 of the Indenture, dated as of January 11, 2002, among CarrAmerica Realty
Corporation, as Primary Obligor, CarrAmerica Realty, L.P., as Guarantor and U.S.
Bank National Association, as Trustee.
Closing date and location: November 25, 2002 at the offices of Xxxxxxxx Chance
US LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
2
All the provisions contained in the document entitled "CarrAmerica Realty
Corporation -- Common Stock, Preferred Stock, Common Stock Warrants, Debt
Warrants, Depositary Shares and Debt Securities Underwriting Agreement" to which
this Terms Agreement is attached are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.
3
Please accept this offer by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
BANC OF AMERICA SECURITIES LLC
X.X. XXXXXX SECURITIES INC.
XXXXXXX, XXXXX & CO.
WACHOVIA SECURITIES, INC.
COMMERZBANK CAPITAL MARKETS CORPORATION
XXXX XXXXX XXXX XXXXXX, INCORPORATED
PNC CAPITAL MARKETS, INC.
U.S. BANCORP XXXXX XXXXXXX INC.
XXXXX FARGO BROKERAGE SERVICES, LLC
By: BANC OF AMERICA SECURITIES LLC
/s/ Xxxx Xxxxx
-----------------------------------------
(Banc of America Securities LLC)
Accepted:
CARRAMERICA REALTY CORPORATION
By: /s/ Xxxxxx X. Xxxx
-------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer and
Chairman of the Board of Directors
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty, G.P. Holdings, Inc.,
its General Partner
By: /s/ Xxxxxx X. Xxxx
------------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
