Exhibit 4.4
CARRAMERICA REALTY CORPORATION
AND
[NAME OF DEBT WARRANT AGENT],
Debt Warrant Agent
[FORM OF] DEBT WARRANT AGREEMENT
Dated as of _____________ , 19__
TABLE OF CONTENTS
Page
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ARTICLE I. ISSUANCE OF DEBT WARRANTS AND EXECUTION AND
DELIVERY OF DEBT WARRANT CERTIFICATES....................................................2
SECTION 1.1. ISSUANCE OF DEBT WARRANTS................................................................2
SECTION 1.2. EXECUTION AND DELIVERY OF DEBT WARRANT
CERTIFICATES.............................................................................2
SECTION 1.3. ISSUANCE OF DEBT WARRANT CERTIFICATES....................................................3
SECTION 1.4. TEMPORARY DEBT WARRANT CERTIFICATES......................................................3
SECTION 1.5. DEFINITION OF HOLDER.....................................................................4
ARTICLE II. DEBT WARRANT PRICE, DURATION AND EXERCISE OF
DEBT WARRANTS............................................................................4
SECTION 2.1. DEBT WARRANT PRICE.......................................................................4
SECTION 2.2. DURATION OF DEBT WARRANTS................................................................5
SECTION 2.3. EXERCISE OF DEBT WARRANTS................................................................5
ARTICLE III. OTHER PROVISIONS RELATING TO RIGHTS OF
HOLDERS OF DEBT WARRANT CERTIFICATES.....................................................6
SECTION 3.1. NO RIGHTS AS A HOLDER OF DEBT WARRANT NOTES
CONFERRED BY DEBT WARRANTS OR DEBT WARRANT
CERTIFICATES.............................................................................6
SECTION 3.2. LOST, STOLEN, MUTILATED OR DESTROYED DEBT
WARRANT CERTIFICATES.....................................................................6
SECTION 3.3. HOLDER OF DEBT WARRANT CERTIFICATE MAY
ENFORCE RIGHTS...........................................................................7
ARTICLE IV. [REGISTRATION], EXCHANGE AND TRANSFER
OF DEBT WARRANT CERTIFICATES.............................................................7
SECTION 4.1. EXCHANGE AND TRANSFER OF DEBT
WARRANT CERTIFICATES.....................................................................7
SECTION 4.2. TREATMENT OF HOLDERS OF DEBT WARRANT
CERTIFICATES.............................................................................8
SECTION 4.3. PERSONS DEEMED OWNERS....................................................................9
SECTION 4.4. CANCELLATION OF DEBT WARRANT
CERTIFICATES.............................................................................9
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(1) This Table of Contents shall not, for any purpose, be deemed to be part of
this Warrant Agreement.
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TABLE OF CONTENTS (1)
Page
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ARTICLE V. CONCERNING THE DEBT WARRANT AGENT........................................................10
SECTION 5.1. DEBT WARRANT AGENT.......................................................................10
SECTION 5.2. CONDITIONS OF DEBT WARRANT AGENT'S
OBLIGATIONS..............................................................................10
SECTION 5.3. RESIGNATION AND APPOINTMENT OF SUCCESSOR.................................................12
SECTION 5.4. COMPLIANCE WITH APPLICABLE LAWS..........................................................14
ARTICLE VI. MISCELLANEOUS............................................................................14
SECTION 6.1. MODIFICATION, SUPPLEMENTATION OR
AMENDMENT................................................................................14
SECTION 6.2. CONSOLIDATIONS AND MERGERS OF THE COMPANY
AND SALES, LEASES AND CONVEYANCES PERMITTED
SUBJECT TO CERTAIN CONDITIONS............................................................15
SECTION 6.3. RIGHTS AND DUTIES OF SUCCESSOR
CORPORATION..............................................................................15
SECTION 6.4. NOTICES AND DEMANDS TO THE COMPANY AND DEBT
WARRANT AGENT............................................................................15
SECTION 6.5. ADDRESSES................................................................................15
SECTION 6.6. NOTICES TO HOLDERS OF DEBT WARRANTS......................................................16
SECTION 6.7. APPLICABLE LAW...........................................................................16
SECTION 6.8. DELIVERY OF PROSPECTUS...................................................................16
SECTION 6.9. OBTAINING OF GOVERNMENTAL APPROVALS......................................................16
SECTION 6.10. PERSONS HAVING RIGHTS UNDER DEBT WARRANT
AGREEMENT................................................................................17
SECTION 6.11. HEADINGS.................................................................................17
SECTION 6.12. COUNTERPARTS.............................................................................17
SECTION 6.13. INSPECTION OF AGREEMENT..................................................................17
EXHIBIT A [Form of Debt Warrant Certificate]
EXHIBIT B Form of Certificate for Delivery of Bearer Debt Warrant Notes
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FORM OF DEBT WARRANT AGREEMENT(2)
DEBT WARRANT AGREEMENT dated as of _________________, 199__
between CarrAmerica Realty Corporation, a Maryland corporation (hereinafter
called the "Company," [which term includes any successor corporation under the
Indenture hereinafter referred to]) and __________________, as Debt Warrant
Agent (herein called the "Debt Warrant Agent").
[WHEREAS, the Company has entered into an Indenture dated as
of _______ __, 19___ (the "Indenture"), with [____________________], a
corporation organized under the laws of the [_______________] (the "Trustee,"
which term includes any successor trustee under the Indenture), providing for
the issuance from time to time of its unsecured debentures, notes or other
evidences of indebtedness (the "Notes"), to be issued in one or more series;
and]
[WHEREAS, the Company proposes to sell [title of Notes being
offered] (the "Offered Notes") with warrant certificates evidencing one or more
warrants (the "Debt Warrants" or, individually a "Debt Warrant") representing
the right to purchase up to an aggregate principal amount of ________________ of
[title of Notes purchasable through exercise of Debt Warrants] (the "Debt
Warrant Notes"), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Debt Warrant Certificates"
(3); and]
WHEREAS, the Company desires the Debt Warrant Agent to act on
behalf of the Company in connection with the issuance, exchange, exercise and
replacement of the Debt Warrant Certificates, and in this Agreement wishes to
set forth, among other things, the form and provisions of the Debt Warrant
Certificates and the terms and conditions on which they may be issued,
exchanged, exercised and replaced;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
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(2) The provisions of this form will be completed or modified as appropriate to
reflect the terms of the Warrants, any contemporaneously offered Debt Securities
and Debt Warrant Notes and the designation of the Debt Warrant Agent. Monetary
amounts may be in U.S. dollars, in another currency or currencies or in units
based on or relating to currencies (including Euros).
(3) If the Warrants are to be uncertificated, the provisions of this form will
be modified as appropriate to reflect the terms of exercise and transfer of
uncertificated Warrants and other matters relating to the use of the specified
system for uncertificated Warrants.
ARTICLE I.
ISSUANCE OF DEBT WARRANTS AND EXECUTION AND
DELIVERY OF DEBT WARRANT CERTIFICATES.
SECTION 1.1. ISSUANCE OF DEBT WARRANTS. Debt Warrants shall be
initially issued in connection with the issuance of the Offered Notes [but shall
be separately transferable on and after _____________, 19__ (the "Detachable
Date")] (and shall not be separately transferable] and each Debt Warrant
Certificate shall evidence one or more Debt Warrants. Each Debt Warrant
evidenced thereby shall represent the right, subject to the provisions contained
herein and therein, to purchase a Debt Warrant Note in the principal amount of
$____________. Debt Warrant Certificates shall be issued initially in units with
the Offered Notes and each Debt Warrant Certificate included in such a unit
shall evidence ______ Debt Warrants for each $___________ principal amount of
Offered Notes included in such unit.
SECTION 1.2. EXECUTION AND DELIVERY OF DEBT WARRANT
CERTIFICATES. Debt Warrant Certificates, whenever issued, shall be in [bearer]
[or] [registered] form [or both] substantially in the form set forth in Exhibit
A hereto, shall be dated by the Debt Warrant Agent the date of its
countersignature and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Debt
Warrants may be listed, or to conform to usage. The Debt Warrant Certificates
shall be signed on behalf of the Company by its Chairman of the Board of
Directors, its President, one of its Vice Presidents or its Treasurer under its
corporate seal reproduced thereon and attested by its Secretary or one of its
Assistant Secretaries. Such signatures may be manual or facsimile signatures of
such authorized officers and may be imprinted or otherwise reproduced on the
Debt Warrant Certificates. The seal of the Company may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Debt Warrant Certificates. [Typographical and other minor
errors or defects in any such reproduction of the seal or any such signature
shall not affect the validity or enforceability of the Debt Warrant Certificate
that has been duly executed by the Company and countersigned by the Debt Warrant
Agent.]
No Debt Warrant Certificate shall be valid for any purpose,
and no Debt Warrant evidenced thereby shall be exercisable, until such Debt
Warrant Certificate has been countersigned by the manual signature of the Debt
Warrant Agent. Such signature by the Debt Warrant Agent upon any Debt Warrant
Certifi-
2
cate executed by the Company shall be conclusive evidence that the Debt Warrant
Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any
of the Debt Warrant Certificates shall cease to be such officer before the Debt
Warrant Certificates so signed shall have been countersigned and delivered by
the Debt Warrant Agent, such Debt Warrant Certificates may be countersigned and
delivered notwithstanding that the person who signed such Debt Warrant
Certificates ceased to be such officer of the Company; and any Debt Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Debt Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.
SECTION 1.3. ISSUANCE OF DEBT WARRANT CERTIFICATES. Debt
Warrant Certificates evidencing the right to purchase an aggregate principal
amount not exceeding $___________ of Debt Warrant Notes (except as provided in
Sections 2.3(C), 3.2 and 4.1) may be executed by the Company and delivered to
the Debt Warrant Agent upon the execution of this Debt Warrant Agreement or from
time to time thereafter. The Debt Warrant Agent shall, upon receipt of Debt
Warrant Certificates duly executed on behalf of the Company, countersign Debt
Warrant Certificates evidencing Debt Warrants representing the right to purchase
up to $__________ aggregate principal amount of Debt Warrant Notes and shall
deliver such Debt Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Debt Warrant Certificates, the Debt
Warrant Agent shall countersign a Debt Warrant Certificate only if the Debt
Warrant Certificate is issued in exchange or substitution for one or more
previously countersigned Debt Warrant Certificates [If registered Debt
Warrants--or in connection with their transfer], as hereinafter provided or as
provided in Sections 2.3(C), 3.2 or 4.1.
SECTION 1.4. TEMPORARY DEBT WARRANT CERTIFICATES. Pending the
preparation of definitive Debt Warrant Certificates, the Company may execute,
and upon the order of the Company the Debt Warrant Agent shall countersign and
deliver, temporary Debt Warrant Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced substantially of the tenor of
the definitive Debt Warrant Certificates in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Debt Warrant Certificates may determine, as
evidenced by their execution of such Debt Warrant Certificates.
If temporary Debt Warrant Certificates are issued, the Company
will cause definitive Debt Warrant Certificates to be prepared without
unreasonable delay. After the preparation of definitive Debt Warrant
Certificates, the temporary Debt Warrant Certificates shall be exchangeable for
definitive Debt Warrant Certificates upon surrender of the temporary Debt
Warrant Certificates at the corpo-
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rate trust office of the Debt Warrant Agent [or ________________], without
charge to the holder (as defined below). Upon surrender for cancellation of any
one or more temporary Debt Warrant Certificates the Company shall execute and
the Debt Warrant Agent shall countersign and deliver in exchange therefor
definitive Debt Warrant Certificates representing the same aggregate number of
Debt Warrants. Until so exchanged, the temporary Debt Warrant Certificates shall
in all respects be entitled to the same benefits under this Agreement as
definitive Debt Warrant Certificates.
SECTION 1.5. DEFINITION OF HOLDER. [If bearer Debt Warrants --
The term "holder" or "holder of a Debt Warrant Certificate" as used herein shall
mean [If Offered Notes with Debt Warrants which are not immediately detachable
-- prior to the Detachable Date, the registered owner of the offered Note to
which such Debt Warrant Certificate was initially attached (or the bearer if the
Offered Note is a bearer Note), and after such Detachable Date] the bearer of
such Debt Warrant Certificate.]
[If registered Debt Warrants -- The term "holder" or "holder
of a Debt Warrant Certificate" as used herein shall mean any person in whose
name at the time any Debt Warrant Certificate shall be registered upon the books
to be maintained by the Debt Warrant Agent for that purpose [If Offered Notes
with Debt Warrants which are not immediately detachable -- or, prior to the
Detachable Date, upon the register of the Offered Notes. The Company will, or
will cause the registrar of the Offered Notes to, make available at all times to
the Debt Warrant Agent such information as to holders of the Offered Notes with
Debt Warrants as may be necessary to keep the Debt Warrant Agent's records up to
date].]
ARTICLE II.
DEBT WARRANT PRICE, DURATION AND EXERCISE OF DEBT WARRANTS.
SECTION 2.1. DEBT WARRANT PRICE. During the period from and
including _________________, 19__ to and including ___________, 19__ the
exercise price of each Debt Warrant will be [ % of the principal amount of the
Debt Warrant Notes] [$__________] plus [accrued amortization of the original
issue discount] [accrued interest] from the most recent preceding
___________________. [During the period from _____________________, 19__, to and
including ___________, 19__, the exercise price of each Debt Warrant will be
[__% of the principal amount of the Debt Warrant Notes] [$_________] plus
[accrued amortization of the original issue discount] [accrued interest] from
the most recently preceding ___________]. [In each case, the original issue
discount will be amortized at a _____ % annual rate, computed on an annual basis
using a 360-day year consisting of twelve 30-day months.] Such purchase price of
Debt Warrant Notes is referred to in this Agreement as the
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"Debt Warrant Price." [The original issue discount for each $ _______ principal
amount of Debt Warrant Notes is $_______.]
SECTION 2.2. DURATION OF DEBT WARRANTS. Each Debt Warrant may
be exercised in whole at any time, as specified herein, on or after [the date
thereof] [_________, 19__] and at or before 5:00 p.m. New York time on
_______________, 19__, or such later date as may be selected by the Company, in
a written statement to the Debt Warrant Agent and with notice to the holders of
Debt Warrants (such date of expiration is herein referred to as the "Expiration
Date"). Each Debt Warrant not exercised at or before 5:00 p.m. New York time on
the Expiration Date shall become void, and all rights of the holder of the Debt
Warrant Certificate evidencing such Debt Warrant under this Agreement shall
cease.
SECTION 2.3. EXERCISE OF DEBT WARRANTS. (a) During the period
specified in Section 2.2 any whole number of Debt Warrants may be exercised
[,subject to Section 2.3(c),] by delivery to the Debt Warrant Agent of the Debt
Warrant Certificate evidencing such Debt Warrant, with the form of election to
purchase Debt Warrant Notes set forth on the reverse side of the Debt Warrant
Certificate properly completed and duly executed, and by paying in full, [in
lawful money of the United States of America,] [in cash or by certified check or
official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] [in immediately available funds], the Debt Warrant Price for each Debt
Warrant exercised to the Debt Warrant Agent, such delivery and payment to be
made at the corporate trust office of the Debt Warrant Agent [or at __________].
The date on which the duly completed and executed Debt Warrant Certificate and
payment in full of the Debt Warrant Price is received by the Debt Warrant Agent
shall be deemed to be the date on which the Debt Warrant is exercised. The Debt
Warrant Agent shall deposit all funds received by it in payment of the Debt
Warrant Price in an account of the Company maintained with it and shall advise
the Company by telephone at the end of each day on which a [payment] [wire
transfer] for the exercise of Debt Warrants is received of the amount so
deposited to its account. The Debt Warrant Agent shall promptly confirm such
telephone advice to the Company in writing.
(b) The Debt Warrant Agent shall, from time to time, as
promptly as practicable, advise the Company and the Trustee of (i) the number of
Debt Warrants exercised, (ii) the instructions of each holder of the Debt
Warrant Certificates evidencing such Debt Warrants with respect to delivery of
the Debt Warrant Notes to which such holder is entitled upon such exercise,
(iii) delivery of Debt Warrant Certificates evidencing the balance, if any, of
the Debt Warrants remaining after such exercise, and (iv) such other information
as the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Debt
Warrant, the Company shall issue, pursuant to the Indenture, in authorized
denominations to or upon the order of the holder of the Debt Warrant Certificate
evidencing such Debt
5
Warrant, the Debt Warrant Notes to which such holder is entitled, [in fully
registered form, registered in such name or names] [or] [in bearer form] as may
be directed by such holder [; PROVIDED, HOWEVER, the Company shall deliver Debt
Warrant Notes in bearer form only outside the United States and only upon
delivery from the person entitled to physical delivery of such Debt Warrant
Notes of an executed certification substantially in the form of Exhibit B
hereto.] If less than all of the Debt Warrants evidenced by such Debt Warrant
Certificate are exercised, the Company shall execute, and an authorized officer
of the Debt Warrant Agent shall manually countersign and deliver, a new Debt
Warrant Certificate evidencing the number of such Debt Warrants remaining
unexercised.
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issuance of the Debt Warrant Notes and the Company
shall not be required to issue or deliver any Debt Warrant Note unless or until
the person requesting the issuance thereof shall have paid to the Company the
amount of such tax or governmental charge or shall have established to the
satisfaction of the Company that such tax or other governmental charge has been
paid or that no such tax or other governmental charge is payable.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF DEBT WARRANT CERTIFICATES.
SECTION 3.1. NO RIGHTS AS A HOLDER OF DEBT WARRANT NOTES
CONFERRED BY DEBT WARRANTS OR DEBT WARRANT CERTIFICATES. No Debt Warrant
Certificate or Debt Warrant evidenced thereby shall entitle the holder thereof
to any of the rights of a holder of Debt Warrant Notes, including, without
limitation, the right to receive the payment of principal of, premium, if any,
or interest on Debt Warrant Notes or to enforce any of the covenants in the
Indenture.
SECTION 3.2. LOST, STOLEN, MUTILATED OR DESTROYED DEBT WARRANT
CERTIFICATES. Upon receipt by the Debt Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Debt Warrant Certificate and of indemnity reasonably
satisfactory to it and, in the case of mutilation, upon surrender of such Debt
Warrant Certificate to the Debt Warrant Agent for cancellation, then, in the
absence of notice to the Company or the Debt Warrant Agent that such Debt
Warrant Certificate has been acquired by a bona fide purchaser or holder in due
course, the Company may (or, in the case of mutilation, shall) execute, and in
such event an authorized officer of the Debt Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Debt Warrant Certificate, a new Debt Warrant Certificate
of the same tenor and evidencing a
6
like number of Debt Warrants. Upon the issuance of any new Debt Warrant
Certificate under this Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Debt Warrant Agent) in connection therewith. Every substitute Debt Warrant
Certificate executed and delivered pursuant to this Section in lieu of any lost,
stolen or destroyed Debt Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Debt Warrant Certificate shall be at any time enforceable by anyone,
and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Debt Warrant Certificates duly executed
and delivered hereunder. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) any and all other rights and remedies
notwithstanding any law or statute existing or hereinafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender.
SECTION 3.3. HOLDER OF DEBT WARRANT CERTIFICATE MAY ENFORCE
RIGHTS. Notwithstanding any of the provisions of this Agreement, any holder or
beneficial owner of a Debt Warrant Certificate, without the consent of the Debt
Warrant Agent, the Trustee, the holder of any Debt Warrant Notes or the holder
of any other Debt Warrant Certificate, may, in his own behalf, enforce by
appropriate legal action, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce or otherwise in respect of,
his right to exercise the Debt Warrants and to receive Debt Warrant Notes
evidenced by his Debt Warrant Certificate in the manner provided in his Debt
Warrant Certificate and in this Agreement.
ARTICLE IV.
[REGISTRATION], EXCHANGE AND TRANSFER
OF DEBT WARRANT CERTIFICATES.
SECTION 4.1. EXCHANGE AND TRANSFER OF DEBT WARRANT
CERTIFICATES. [If Offered Notes with Debt Warrants which are immediately
detachable -- Upon] [If Offered Notes with Debt Warrants which are not
immediately detachable -- Prior to the Detachable Date a Debt Warrant
Certificate may be exchanged or transferred only together with the Offered Note
to which the Debt Warrant Certificate was initially attached, and only for the
purpose of effecting or in conjunction with an exchange or transfer of such
Offered Note. Prior to the Detachable Date, each transfer of the Offered Note
[on the register of the Offered Notes] shall operate also to transfer the
related Debt Warrant Certificates. After the Detachable Date upon] surrender at
the corporate trust office of the Debt Warrant Agent [or __________________ ],
Debt Warrant Certificates evidencing Debt Warrants may be exchanged for Debt
Warrant Certificates in other denominations evidencing such Debt Warrants [If
registered Debt Warrants -- or the transfer may be
7
registered in whole or in part]; provided that such other Debt Warrant
Certificates evidence a like number of Debt Warrants as the Debt Warrant
Certificates so surrendered. [If registered and bearer Debt Warrants (subject to
any limitations imposed with respect to such exchanges) -- [After the Detachable
Date, upon] [Upon] surrender at the corporate trust office of the Debt Warrant
Agent [or ______ ], Debt Warrant Certificates in bearer form may be exchanged
for Debt Warrant Certificates in registered form evidencing a like number of
Debt Warrants.] [If registered Debt Warrants -- The Debt Warrant Agent shall
keep, at its corporate trust office [and at _______], books in which, subject to
such reasonable regulations as it may prescribe, it shall register Debt Warrant
Certificates and exchanges and transfers of outstanding Debt Warrant
Certificates, upon surrender of the Debt Warrant Certificates to the Debt
Warrant Agent at its corporate trust office [or __________] for exchange [or
registration of transfer], properly endorsed or accompanied by appropriate
instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Debt Warrant Agent. No service
charge shall be made for any exchange [or registration of transfer] of Debt
Warrant Certificates, but the Company may require payment of a sum sufficient to
cover any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange [or registration of transfer]. Whenever any
Debt Warrant Certificates are so surrendered for exchange [or registration of
transfer], an authorized officer of the Debt Warrant Agent shall manually
countersign and deliver to the person or persons entitled thereto a Debt Warrant
Certificate or Debt Warrant Certificates duly authorized and executed by the
Company, as so requested. The Debt Warrant Agent shall not be required to effect
any exchange [or registration of transfer] which will result in the issuance of
a Debt Warrant Certificate evidencing a fraction of a Debt Warrant [or a number
of full Debt Warrants and a fraction of a Debt Warrant]. All Debt Warrant
Certificates issued upon any exchange [or registration of transfer] of Debt
Warrant Certificates shall be the valid obligations of the Company, evidencing
the same obligations, and entitled to the same benefits under this Agreement, as
the Debt Warrant Certificates surrendered for such exchange [or registration of
transfer].
SECTION 4.2. TREATMENT OF HOLDERS OF DEBT WARRANT
CERTIFICATES. [If Offered Notes with bearer Debt Warrants which are not
immediately detachable -- Subject to Section 4.1, each] [If Offered Notes with
bearer Debt Warrants which are immediately detachable -- Each] Debt Warrant
Certificate shall be transferable by delivery and shall be deemed negotiable and
the bearer of each Debt Warrant Certificate may be treated by the Company, the
Debt Warrant Agent and all other persons dealing with such bearer as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Debt Warrants evidenced thereby, any notice to the
contrary notwithstanding.] [If registered Debt Warrant -- Every holder of a Debt
Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Debt Warrant Agent and with every subsequent holder of such Debt
Warrant Certificate that until the transfer of the Debt Warrant Certificate is
registered on the books of the Debt Warrant Agent [or the register of the
Offered Notes prior to the Detachable Date], the Company and the Debt Warrant
8
Agent [or the registrar of the Offered Notes prior to the Detachable Date] may
treat such registered holder as the absolute owner thereof for any purpose and
as the person entitled to exercise the rights represented by the Debt Warrants
evidenced thereby, any notice to the contrary notwithstanding.]
SECTION 4.3. PERSONS DEEMED OWNERS. [If Offered Notes and Debt
Warrants which are not immediately detachable -- Prior to the Detachable Date,
the Company, the Debt Warrant Agent and any agent of the Company or the Debt
Warrant Agent may treat the registered owner of any Offered Note as the owner of
the Debt Warrant Certificates initially attached thereto for any purpose and as
the person entitled to exercise the rights represented by the Debt Warrants
evidenced by such Debt Warrant Certificates, any notice to the contrary
notwithstanding. After the Detachable Date] [If registered Debt Warrants -- and
prior to due presentment of a Debt Warrant Certificate for registration of
transfer, the] [If Offered Notes and Debt Warrants which are immediately
detachable or Debt Warrants alone -- The] Company, the Debt Warrant Agent and
any agent of the Company or the Debt Warrant Agent may treat the holder as the
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Debt Warrants evidenced thereby, any notice to the contrary
notwithstanding.
SECTION 4.4. CANCELLATION OF DEBT WARRANT CERTIFICATES. Any
Debt Warrant Certificate surrendered for exchange [, registration of transfer]
or exercise of the Debt Warrants evidenced thereby shall, if surrendered to the
Company, be delivered to the Debt Warrant Agent and all Debt Warrant
Certificates surrendered or so delivered to the Debt Warrant Agent shall be
promptly cancelled by the Debt Warrant Agent and shall not be reissued and,
except as expressly permitted by this Agreement, no Debt Warrant Certificate
shall be issued hereunder in exchange or in lieu thereof. The Debt Warrant Agent
shall deliver to the Company from time to time or otherwise dispose of cancelled
Debt Warrant Certificates in a manner satisfactory to the Company. [If Debt
Warrant Certificates are issued in bearer form -- Debt Warrant Certificates
delivered to the Debt Warrant Agent in exchange for Debt Warrant Certificates of
other denominations may be retained by the Debt Warrant Agent for reissue as
authorized hereunder.] The Company may at any time deliver to the Debt Warrant
Agent for cancellation any Debt Warrant Certificates previously issued hereunder
which the Company may have acquired in any manner whatsoever, and all Debt
Warrant Certificates so delivered shall be promptly cancelled by the Debt
Warrant Agent. All cancelled Debt Warrant Certificates held by the Debt Warrant
Agent shall be disposed of as instructed by the Company, subject to applicable
law.
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ARTICLE V.
CONCERNING THE DEBT WARRANT AGENT.
SECTION 5.1. DEBT WARRANT AGENT. The Company hereby appoints
________________________ as Debt Warrant Agent of the Company in respect of the
Debt Warrants and the Debt Warrant Certificates upon the terms and subject to
the conditions herein set forth; and hereby accepts such appointment. The Debt
Warrant Agent shall have the powers and authority granted to and conferred upon
it in the Debt Warrant Certificates and hereby and such further powers and
authority to act on behalf of the Company as the Company may hereafter grant to
or confer upon it. All of the terms and provisions with respect to such powers
and authority contained in the Debt Warrant Certificates are subject to and
governed by the terms and provisions hereof.
SECTION 5.2. CONDITIONS OF DEBT WARRANT AGENT'S OBLIGATIONS.
The Debt Warrant Agent accepts its obligations herein set forth upon the terms
and conditions hereof, including the following, to all of which the Company
agrees and to all of which the rights hereunder of the holders from time to time
of the Debt Warrant Certificates shall be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Debt Warrant Agent the compensation to be
agreed upon with the Company for all services rendered by the
Debt Warrant Agent and to reimburse the Debt Warrant Agent for
reasonable out-of-pocket expenses (including counsel fees)
incurred by the Debt Warrant Agent without negligence, bad
faith or breach of this Agreement on its part in connection
with the services rendered hereunder by the Debt Warrant
Agent. The Company also agrees to indemnify the Debt Warrant
Agent for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, bad faith or
breach of this Agreement on the part of the Debt Warrant
Agent, arising out of or in connection with its acting as Debt
Warrant Agent hereunder, as well as the costs and expenses of
defending against any claim of such liability. The obligations
of the Company under this subsection (a) shall survive the
exercise of the Debt Warrant Certificates and the resignation
or removal of the Debt Warrant Agent.
(b) AGENT FOR THE COMPANY. In acting under this Debt Warrant
Agreement and in connection with the issuance and exercise of
the Debt Warrant Certificates, the Debt Warrant Agent is
acting solely as an agent of the Company and does not assume
any obligation or relationship of agency or trust for or with
any owner of a beneficial interest in any Debt Warrant or with
the holder thereof.
10
(c) COUNSEL. The Debt Warrant Agent may consult with counsel
satisfactory to it, and the advice of such counsel shall be
full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice of such counsel.
(d) DOCUMENTS. The Debt Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken
or thing suffered by it in reliance upon any Debt Warrant
Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or
signed by the proper parties.
(e) CERTAIN TRANSACTIONS. The Debt Warrant Agent, and its
officers, directors and employees, may become the owner of, or
acquire any interest in, Debt Warrants, with the same rights
that it or they would have if it were not the Debt Warrant
Agent hereunder, and, to the extent permitted by applicable
law, it or they may engage or be interested in any financial
or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of
holders of Debt Warrant Notes or other obligations of the
Company as freely as if it were not the Debt Warrant Agent
hereunder. Nothing in this Debt Warrant Agreement shall be
deemed to prevent the Debt Warrant Agent from acting as
Trustee under the Indenture.
(f) NO LIABILITY FOR INVALIDITY. The Debt Warrant Agent shall
have no liability with respect to any invalidity of this
Agreement or any of the Debt Warrant Certificates.
(g) NO LIABILITY FOR INTEREST. The Debt Warrant Agent shall
have no liability for interest on any monies at any time
received by it pursuant to any of the provisions of this
Agreement or of the Debt Warrant.
(h) NO RESPONSIBILITY FOR REPRESENTATIONS. The Debt Warrant
Agent shall not be responsible for any of the recitals or
representations herein or in the Debt Warrant Certificates
(except as to the Debt Warrant Agent's countersignature
thereon), all of which are made solely by the Company.
(i) NO IMPLIED OBLIGATIONS. The Debt Warrant Agent shall be
obligated to perform only such duties as are herein and in the
Debt Warrant Certificates specifically set forth and no
implied duties or obligations shall be read into this
Agreement or the Debt Warrant Cer-
11
tificates against the Debt Warrant Agent. The Debt Warrant
Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it. The Debt
Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Debt
Warrant Certificates countersigned by the Debt Warrant Agent
and delivered by it to the Company pursuant to this Agreement
or for the application by the Company of the proceeds of the
Debt Warrant Certificates. The Debt Warrant Agent shall have
no duty or responsibility in case of any default by the
Company in the performance of its covenants, agreements or
other obligations contained herein or in the Debt Warrant
Certificates or in the case of the receipt of any written
demand from a holder of a Debt Warrant Certificate with
respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.4 hereof, to
make any demand upon the Company.
SECTION 5.3. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The
Company agrees, for the benefit of the holders from time to time of the Debt
Warrant Certificates, that there shall at all times be a Debt Warrant Agent
hereunder until all the Debt Warrant Certificates are no longer exercisable.
(b) The Debt Warrant Agent may at any time resign as such
agent by giving written notice to the Company of such
intention on its part, specifying the date on which its
desired resignation shall become effective; provided that such
date shall not be less than three months after the date on
which such notice is given unless the Company otherwise
agrees. The Debt Warrant Agent hereunder may be removed at any
time by the filing with it of an instrument in writing signed
by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or
removal shall take effect upon the appointment by the Company,
as hereinafter provided, of a successor Debt Warrant Agent
(which shall be a bank or trust company authorized under the
laws of the jurisdiction of its organization to exercise
corporate trust powers) and the acceptance of such appointment
by such successor Debt Warrant Agent. The obligation of the
Company under Section 5.2(a) shall continue to the extent set
forth therein notwithstanding the resignation or removal of
the Debt Warrant Agent.
(c) In case at any time the Debt Warrant Agent shall resign,
or shall be removed, or shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or shall file a
petition seeking relief under the
12
Federal Bankruptcy Code, as now constituted or hereafter
amended, or under any other applicable Federal or State
bankruptcy law or similar law or make an assignment for the
benefit of its creditors or consent to the appointment of a
receiver or custodian of all or any substantial part of its
property, or shall admit in writing its inability to pay or
meet its debts as they mature, or if a receiver or custodian
of it or of all or any substantial part of its property shall
be appointed, or if an order of any court shall be entered for
relief against it under the provisions of the Federal
Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable Federal or State bankruptcy or
similar law, or if any public officer shall have taken charge
or control of the Debt Warrant Agent or of its property or
affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor Debt Warrant Agent, qualified as
aforesaid, shall be appointed by the Company by an instrument
in writing, filed with the successor Debt Warrant Agent. Upon
the appointment as aforesaid of a successor Debt Warrant Agent
and acceptance by the successor Debt Warrant Agent of such
appointment, the Debt Warrant Agent shall cease to be Debt
Warrant Agent hereunder.
(d) Any successor Debt Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment hereunder,
and thereupon such successor Debt Warrant Agent, without any
further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if
originally named as Debt Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Debt Warrant Agent
shall be entitled to receive, all monies, securities and other
property on deposit with or held by such predecessor, as Debt
Warrant Agent hereunder.
(e) Any corporation into which the Debt Warrant Agent
hereunder may be merged or converted or any corporation with
which the Debt Warrant Agent may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Debt Warrant Agent shall be a
party, or any corporation to which the Debt Warrant Agent
shall sell or otherwise transfer all or substantially all the
assets and business of the Debt Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor
Debt Warrant Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any
of the parties hereto.
13
(f) The Company may designate agencies for the surrender for
exercise of Debt Warrant Certificates at such place or places
as the Company may determine, and the Company shall keep the
Debt Warrant Agent advised of the names and locations of such
agencies, if any are so designated. The Debt Warrant Agent
shall arrange directly with such agencies for the delivery of
Debt Warrant Notes upon exercise of Debt Warrant Certificates
surrendered for exercise at such agencies. The Debt Warrant
Agent shall be in no way responsible or accountable for the
action or failure to act of any agencies designated pursuant
to this Section 5.3(f).
SECTION 5.4. COMPLIANCE WITH APPLICABLE LAWS. The Debt Warrant
Agent agrees to comply with all applicable federal and state laws in respect of
the services rendered by it under this Debt Warrant Agreement and in connection
with the Debt Warrants, including (but not limited to) the provisions of United
States federal income tax laws regarding information reporting and backup
withholding. The Debt Warrant Agent expressly assumes all liability for failure
to comply with such laws, including (but not limited to) any liability for
failure to comply with any applicable provisions of United States federal income
tax laws regarding information reporting and backup withholding.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.1. MODIFICATION, SUPPLEMENTATION OR AMENDMENT. (a)
This Agreement and the Debt Warrant Certificate may be amended by the Company
and the Debt Warrant Agent, without the consent of the beneficial owners or the
registered holders of any Debt Warrant Certificate, for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein, or in any other manner which the
Company or the Debt Warrant Agent may deem necessary or desirable and which will
not adversely affect the interests of the beneficial owners of the outstanding
unexercised Debt Warrants in any material respect.
(b) The Company and the Debt Warrant Agent may also modify or
amend this Agreement and the Debt Warrant Certificate, with
the consent of the beneficial owners of not less than a
majority in number of the then outstanding unexercised Debt
Warrants affected by such modification or amendment, for any
purpose; PROVIDED, HOWEVER, that no such modification or
amendment that increases the exercise price or otherwise
reduces the amount of Debt Warrant Notes receivable upon
exercise, cancellation or expiration, or that shortens the
period of time during which the Debt Warrants may be
exercised, or otherwise materially and adversely affects the
exercise rights of the bene-
14
ficial owners or reduces the number of outstanding Debt
Warrants the consent of the beneficial owners of which is
required for modification, supplementation or amendment of
this Agreement or the Debt Warrant Certificate, may be made
without the consent of each holder affected thereby.
SECTION 6.2. CONSOLIDATIONS AND MERGERS OF THE COMPANY AND
SALES, LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the
extent permitted in the Indenture, the Company may consolidate with, or sell or
convey all or substantially all of its assets to, or merge with or into any
other corporation.
SECTION 6.3. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In
case of any such consolidation, merger, sale or conveyance and upon any
assumption by the successor corporation of the obligations of the Company under
the Indenture, such successor corporation shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein, and the
predecessor corporation, shall be relieved of any further obligation under this
Agreement and the Debt Warrants. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Debt Warrant Notes issuable pursuant to the terms
hereof. All the Debt Warrant Notes so issued shall in all respects have the same
legal rank and benefit under the Indenture as the Debt Warrant Notes theretofore
or thereafter issued in accordance with the terms of this Agreement and the
Indenture.
In case of any such consolidation, merger, sale or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Debt Warrant Notes thereafter to be issued as may be appropriate.
SECTION 6.4. NOTICES AND DEMANDS TO THE COMPANY AND DEBT
WARRANT AGENT. If the Debt Warrant Agent shall receive any notice or demand
addressed to the Company by the holder of a Debt Warrant Certificate pursuant to
the provisions of the Debt Warrant Certificates, the Debt Warrant Agent shall
promptly forward such notice or demand to the Company.
SECTION 6.5. ADDRESSES. Any communication from the Company to
the Debt Warrant Agent with respect to this Agreement shall be addressed to
________________, Attention: ________________ and any communication from the
Debt Warrant Agent to the Company with respect to this Agreement shall be
addressed to CarrAmerica Realty Corporation, 0000 X Xxxxxx, X.X., Xxxxx 000,
Xxxxxxxxxx, X.X. 00000, Attention: Corporate Secretary (or such other address as
shall be specified in writing by the Debt Warrant Agent or by the Company).
SECTION 6.6. NOTICES TO HOLDERS OF DEBT WARRANTS. Any notice
to holders of Debt Warrants which by any provisions of this Debt War-
15
rant Agreement is required or permitted to be given shall be given [If
registered Debt Warrants -- by first class mail postage prepaid at such holder's
address as appears on the books of the Debt Warrant Agent [or on the register of
the Offered Notes prior to the Detachable Date]] [If bearer Debt Warrants -- by
publication in an Authorized Newspaper in New York City and London [, and so
long as the Debt Warrants are listed on the Luxembourg Stock Exchange and the
Luxembourg Stock Exchange so requires, in Luxembourg]. As used herein, the term
"Authorized Newspaper" means a newspaper customarily published on each business
day in morning editions, whether or not it shall be published in Saturday,
Sunday or holiday editions, such as THE WALL STREET JOURNAL (Eastern edition) in
New York City, the FINANCIAL TIMES (London edition) in London and the
LUXEMBURGER WORT in Luxembourg. If by reason of the temporary or permanent
suspension of publication of any newspaper or by reason of any other cause, it
shall be impossible to make publication of such notices in an Authorized
Newspaper as herein required, then such publication or other notice in lieu
thereof as shall be made by the Debt Warrant Agent shall constitute sufficient
publication of such notice, if such publication or other notice shall, so far as
may be possible, approximate the terms and conditions of the publication in lieu
of which it is given. The Debt Warrant Agent shall promptly furnish to the
Company a copy of each notice so published].
SECTION 6.7. APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Debt Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed therein.
SECTION 6.8. DELIVERY OF PROSPECTUS. The Company will furnish
to the Debt Warrant Agent sufficient copies of a prospectus with an accompanying
prospectus supplement relating to the Debt Warrant Notes, and the Debt Warrant
Agent agrees that upon the exercise of any Debt Warrant, the Debt Warrant Agent
will deliver to the holder of the Debt Warrant Certificate evidencing such Debt
Warrant, prior to or concurrently with the delivery of the Debt Warrant Notes
issued upon such exercise, a copy of such prospectus and prospectus supplement.
SECTION 6.9. OBTAINING OF GOVERNMENTAL APPROVALS. The Company
will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including without limitation a registration statement in respect of
the Debt Warrants and Debt Warrant Note under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer, and
delivery of the Debt Warrant Certificates, the exercise of
16
the Debt Warrants, the issuance, sale, transfer and delivery of the Debt Warrant
Notes issued upon exercise of the Debt Warrants or upon the expiration of the
period during which the Debt Warrants are exercisable.
SECTION 6.10. PERSONS HAVING RIGHTS UNDER DEBT WARRANT
AGREEMENT. Nothing in this Agreement shall give to any person other than the
Company, the Debt Warrant Agent (and, subject to this Agreement, their
successors and assigns) and the holders of the Debt Warrant Certificates any
right, remedy or claim under or by reason of this Agreement; and all covenants,
conditions, stipulations, promises and agreements in this Agreement contained
shall be for the sole and exclusive benefit of the Company and the Debt Warrant
Agent and their successors and of the holders of the Debt Warrant Certificates.
SECTION 6.11. HEADINGS. The descriptive headings of the
several Articles and Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 6.12. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which as so executed shall be deemed to be
an original, but such counterparts shall together constitute but one and the
same instrument.
SECTION 6.13. INSPECTION OF AGREEMENT. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Debt Warrant Agent for inspection by the holder of any Debt
Warrant Certificate. The Debt Warrant Agent may require such holder to submit
his Debt Warrant Certificate for inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by one of their respective authorized officers as of the
day and year first above written.
CARRAMERICA REALTY CORPORATION
By: ____________________________
Title:
[NAME OF DEBT WARRANT AGENT], as
Debt Warrant Agent
By: __________________________
Title
17
EXHIBIT A
[FORM OF DEBT WARRANT CERTIFICATE]
[Face of Debt Warrant Certificate]
[Form of Legend if Notes with Debt Warrants which are not
immediately detachable: Prior to _____________, 19__, this Debt Warrant
Certificate cannot be transferred or exchanged unless attached to a [Title of
Offered Notes].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE DEBT WARRANT
AGENT AS PROVIDED HEREIN
CARRAMERICA REALTY CORPORATION
DEBT WARRANTS TO PURCHASE
[Title of Debt Warrant Notes]
VOID AFTER 5:00 P.M. NEW YORK TIME ON ___________, 19__
No.
This certifies that [the bearer is the] [____________________
or registered assigns is the registered] owner of the above indicated number of
Debt Warrants, each Debt Warrant entitling such [bearer] [registered owner] to
purchase, at any time [after 5:00 p.m. New York time on _______________, 19__
and] on or before 5:00 p.m. New York time on ____________, 19__ (or such later
date as may be selected by the Company with notice to the holder thereof as
provided in the Debt Warrant Agreement (as hereinafter defined)), $____________
principal amount of [Title of Debt Warrant Notes] (the "Debt Warrant Notes"), of
CarrAmerica Realty corporation, a Maryland corporation (CarrAmerica Realty
corporation and any successor corporation under the Indenture hereinafter
defined being hereinafter referred to as the "Company"), to be issued under the
Indenture (as hereinafter defined) on the following basis: during the period
from and including ____________, 19__, to and including ______________, 19__,
the exercise price of each Debt Warrant will be [___% of the principal amount of
the Debt Warrant Notes] [$________] plus [accrued amortization of the original
issue discount] [accrued interest] from the most recently preceding
________________; during the period from ____________, 19__, to and including
___________, 19__, the exercise price of each Debt Warrant will be [__% of the
principal amount of the Debt Warrant Notes] [$______] plus [accrued amortization
of the original issue discount] [accrued interest] from the most recently
preceding ________; [in each case, the original issue discount will be amortized
at a _____% annual rate, computed on an annual basis, using a 360-day
A-1
year consisting of twelve 30-day months] (the "Debt Warrant Price"). [The
original issue discount for each $1,000 principal amount of Debt Warrant Notes
is $______ .] The holder may exercise the Debt Warrants evidenced hereby by
delivery to the Debt Warrant Agent (as hereinafter defined) of this Debt Warrant
Certificate, with the form of election to purchase on the reverse hereof
properly completed and duly executed and by paying in full, [in lawful money of
the United States of America,] [in cash or by certified check or official bank
check or by bank wire transfer, in each case,] [by bank wire transfer] [in
immediately available funds,] the Debt Warrant Price for each Debt Warrant
exercised to the Debt Warrant Agent, such delivery and payment to be made at the
corporate trust office of [name of Debt Warrant Agent], or its successor as
warrant agent (the "Debt Warrant Agent"), [or __________ ] currently at the
address specified on the reverse hereof, and upon compliance with and subject to
the conditions set forth herein and in the Debt Warrant Agreement (as
hereinafter defined). This Debt Warrant Certificate may be exercised only for
the purchase of Debt Warrant Notes in the principal amount of [$1,000] or any
integral multiple thereof.
[If bearer Debt Warrants -- The term "holder" as used herein
shall mean [If Offered Notes with Debt Warrants which are not immediately
detachable -- prior to the Detachable Date, the registered owner of the Offered
Note to which such Debt Warrant Certificate was initially attached (or the
bearer if the Offered Note is a bearer Note), and after such Detachable Date]
the bearer of such Debt Warrant Certificate.]
[If registered Debt Warrants -- The term "holder" as used
herein shall mean any person in whose name at the time any Debt Warrant
Certificate shall be registered upon the books to be maintained by the Debt
Warrant Agent for that purpose [If Offered Notes with Debt Warrants which are
not immediately detachable -- or, prior to the Detachable Date, upon the
register of the Offered Notes. The Company will, or will cause the registrar of
the Offered Notes to, make available at all times to the Debt Warrant Agent such
information as to holders of the Offered Notes with Debt Warrants as may be
necessary to keep the Debt Warrant Agent's records up to date].]
Any whole number of Debt Warrants evidenced by this Debt
Warrant Certificate may be exercised to purchase Debt Warrant Notes [in
registered form in denominations of $_________ and any integral multiples
thereof] [in bearer form in the denomination of $______] [or both]. Upon any
exercise of less than all of the Debt Warrants evidenced by this Debt Warrant
Certificate, there shall be issued to the holder hereof a new Debt Warrant
Certificate evidencing the number of Debt Warrants remaining unexercised.
This Debt Warrant Certificate is issued under and in
accordance with the Debt Warrant Agreement dated as of __________, 19__ (the
"Debt Warrant Agreement") between the Company and the Debt Warrant Agent and is
subject to
A-2
the terms and provisions contained in the Debt Warrant Agreement, to all of
which terms and provisions the holder of this Debt Warrant Certificate consents
by acceptance hereof. Copies of the Debt Warrant Agreement are on file at the
above-mentioned office of the Debt Warrant Agent [and at _______ ].
The Debt Warrant Notes to be issued and delivered upon the
exercise of the Debt Warrants evidenced by this Debt Warrant Certificate will be
issued under and in accordance with an Indenture dated as of April 1, 1998, as
amended (the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee (The Chase Manhattan Bank and any successor to such Trustee being
hereinafter referred to as the "Trustee"), and will be subject to the terms and
provisions contained in the Indenture. Copies of the Indenture and the form of
the Debt Warrant Notes are on file at the corporate trust office of the Trustee
[and at __________].
[If Offered Notes with bearer Debt Warrants which are not
immediately detachable -- Prior to ________, 19__, this Debt Warrant Certificate
may be exchanged or transferred only together with the [Title of Offered Notes]
(the "Offered Notes") to which this Debt Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Notes. After such date, this] [If Offered
Notes with bearer Debt Warrants which are immediately detachable -- This] Debt
Warrant Certificate, and all rights hereunder, may be transferred by delivery
and the Company and the Debt Warrant Agent may treat the bearer hereof as the
owner for all purposes.]
[If Offered Notes with registered Debt Warrants which are not
immediately detachable -- Prior to __________________, 19__, this Debt Warrant
Certificate may be exchanged or transferred only together with the [Title of
Offered Notes] (the "Offered Notes") to which this Debt Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Notes. After such date, this] [If
Offered Notes with registered Debt Warrants which are immediately detachable --
Transfer of this] Debt Warrant Certificate may be registered when this Debt
Warrant Certificate is surrendered at the corporate trust office of the Debt
Warrant Agent [or ______________ by the registered owner or his assigns, in
person or by an attorney duly authorized in writing, in the manner and subject
to the limitations provided in the Debt Warrant Agreement.]
[If Offered Notes with Debt Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Notes with bearer Debt Warrants which are immediately detachable --
After] counter-signature by the Debt Warrant Agent and prior to the expiration
of this Debt Warrant Certificate, this Debt Warrant Certificate may be exchanged
at the corporate trust office of the Debt Warrant Agent for Debt Warrant
Certificates, representing the same aggregate number of Debt Warrants, [in
registered form] [in bearer form] [in either registered or bearer form].
A-3
This Debt Warrant Certificate shall not entitle the holder
hereof to any of the rights of a holder of the Debt Warrant Notes, including,
without limitation, the right to receive payments of principal of, or premium,
if any, or interest, if any, on the Debt Warrant Notes or to enforce any of the
covenants of the Indenture.
This Debt Warrant Certificate shall not be valid or obligatory
for any purpose until countersigned by the Debt Warrant Agent.
Dated as of ___________, 19__.
CARRAMERICA REALTY CORPORATION
By: _________________________
Title:
[Name of Debt Warrant Agent]
By: __________________________
Title
A-4
[REVERSE OF DEBT WARRANT CERTIFICATE]
The Debt Warrants evidenced hereby and the Debt Warrant Notes
to be issued upon the exercise of the Debt Warrants evidenced hereby are subject
to the provisions of the Charter and Bylaws of the Company, including provisions
that set forth restrictions on transfer and ownership of securities for the
purpose of maintaining the Company's status as a real estate investment trust
under the Internal Revenue Code of 1986, as amended (the "Code"). No Person may
(1) Beneficially Own shares of Common Stock in excess of 5 percent (or such
greater percentage as may be determined by the Board of Directors of the
Company) of the outstanding Common Stock of the Company (unless such Person is
an Existing Holder or a Special Shareholder), (2) Beneficially Own shares of any
class or series of Preferred Stock in excess of 5 percent (or such greater
percentage as may be determined by the Board of Directors of the Company) of the
outstanding shares of such class or series of Preferred Stock of the Company
(unless such Person is an Existing Holder or Special Shareholder), (3)
Beneficially Own capital stock that would result in the Company's being "closely
held" (within the meaning of Section 856(h) of the Code) or Acquire capital
stock that would result in the Company having fewer than 100 shareholders (as
determined for purposes of Section 856(a)(5) of the Code), or (4) unless such
Person is a Special Shareholder, Acquire shares of capital stock if, as a result
of such Acquisition, the Company would fail to qualify as a "domestically
controlled REIT" (within the meaning of Section 897(h)(4) of the Code)
(determined assuming that the Special Shareholders are Non-U.S. Persons and own
a percentage (by value) of the Company's capital stock corresponding to the
Special Shareholders' Percentage). Separate restrictions set forth in Article V
of the Company's Charter apply to Existing Holders and Special Shareholders. Any
Person who attempts to Beneficially Own shares of capital stock in excess of
these limitations must immediately notify the Company. If any of the
restrictions on transfer or ownership set forth in Article V of the Charter are
violated, the Debt Warrants represented hereby will automatically be transferred
to the Trustee of a Trust for the benefit of a Charitable Beneficiary pursuant
to the terms of Article V of the Company's Charter. In addition, attempted
transfers of capital stock or interests in capital stock in violation of these
limitations (as modified or expanded upon in Article V of the Company's
Charter), may be void ab initio. A Person who attempts to Beneficially Own
shares of capital stock in violation of the ownership limitations set forth in
Section 5.2 of the Company's Charter shall have no claim, cause of action, or
any other recourse whatsoever against a transferor of such shares. Capitalized
terms in the foregoing sentences of this paragraph not otherwise defined in this
Debt Warrant Certificate that are defined in the Company's Charter have the
meanings ascribed to them in the Charter.
A-5
INSTRUCTIONS FOR EXERCISE OF DEBT WARRANT
To exercise the Debt Warrants evidenced hereby, the holder
must pay [in cash or by certified check or official bank check or by bank wire
transfer] [by bank wire transfer] [in immediately available funds] the Debt
Warrant Price in full for Debt Warrants exercised to [insert name of Debt
Warrant Agent] Corporate Trust Department, [insert address of Debt Warrant
Agent], Attn. _________________ [or __________ ] which [payment] [wire transfer]
must specify the name of the holder and the number of Debt Warrants exercised by
such holder. In addition, the holder must complete the information required
below and present this Debt Warrant Certificate in person or by mail (registered
mail is recommended) to the Debt Warrant Agent at the addresses set forth below.
This Debt Warrant Certificate, completed and duly executed, must be received by
the Debt Warrant Agent together with such [payment] [wire transfer]. [If the
undersigned is requesting delivery of Debt Warrant Notes in bearer form, the
person entitled to physical delivery of such Debt Warrant Notes will be required
to deliver a certificate (copies of which may be obtained from the Debt Warrant
Agent [or ____________]) certifying that such Debt Warrant Notes are not being
acquired by or on behalf of a U.S. person or for resale to a U.S. person unless
such U.S. person is a qualified financial institution as defined under United
States tax laws and regulations.]
TO BE EXECUTED UPON EXERCISE OF DEBT WARRANT
The undersigned hereby irrevocably elects to exercise Debt
Warrants, evidenced by this Debt Warrant Certificate, to purchase
$_______________ principal amount of the [Title of Debt Warrant Notes] (the
"Debt Warrant Notes") of CarrAmerica Realty Corporation and represents that he
or she has tendered payment for such Debt Warrant Notes [in cash or by certified
check or official bank check or by bank wire transfer, in each case,] [by bank
wire transfer] [in immediately available funds] to the order of CarrAmerica
Realty corporation c/o [insert name and address of Debt Warrant Agent], in the
amount of $___________ in accordance with the terms hereof. The undersigned
requests that said principal amount of Debt Warrant Notes be in [bearer form in
the authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Debt Warrants exercised is less than all of
the Debt Warrants evidenced hereby, the undersigned requests that a new Debt
Warrant Certificate representing the remaining Debt Warrants evidenced hereby be
issued and delivered to the undersigned unless otherwise specified in the
instructions below.
Dated: ___________________ Name __________________________
(Please Print)
_________________________ Address _______________________
(Insert Social Security or
Other Identifying Number
of Holder)
Signature _____________________
A-6
The Debt Warrants evidenced hereby may be exercised at the following addresses:
By hand at ________________________________________
By mail at ________________________________________
[Instructions as to form and delivery of Debt Warrant Notes and, if applicable,
Debt Warrant Certificates evidencing unexercised Debt Warrants -- complete as
appropriate.]
[If Registered Debt Warrant]
Assignment
(Form of Assignment To Be Executed If Holder Desires To
Transfer Debt Warrants Evidenced Hereby)
FOR VALUE RECEIVED ____________________________ hereby sells, assigns and
transfers unto
(Please print name and (Please insert social security or
address including zip code) other identifying number)
__________________ of the Debt Warrants represented by the within Debt Warrant
Certificate and does hereby irrevocably constitute and appoint
__________________ Attorney, to transfer said Debt Warrant Certificate on the
books of the Debt Warrant Agent with full power of substitution in the premises.
Dated:
Signature
(Signature must conform in all
respects to name of holder as
specified on the face of this
Debt Warrant Certificate and must
bear a signature guarantee by a
bank, trust company or member
broker of the New York, Midwest
or Pacific Stock Exchange.)
Signature Guaranteed:
A-7
EXHIBIT B
FORM OF CERTIFICATE FOR DELIVERY OF BEARER
DEBT WARRANT NOTES
CARRAMERICA REALTY CORPORATION
[Title of Debt Warrant Notes]
To: CARRAMERICA REALTY CORPORATION
c/o [________________],
as Trustee
This certificate is submitted in connection with the
undersigned's request that you deliver to us $__________________ principal
amount of [Title of Debt Warrant Notes] (the "Debt Warrant Notes") in bearer
form upon exercise of Debt Warrants.
The undersigned hereby certifies that as of the date hereof
(the date of delivery to the undersigned of the Debt Warrant Notes), the Debt
Warrant Notes which are to be delivered to the undersigned in bearer form are
not being acquired, directly or indirectly, by or on behalf of a U.S. person, or
for offer to resell or for resale to a U.S. person or any person inside the
United States or, if any beneficial owner of the Debt Warrant Notes is a U.S.
person, such U.S. person is a financial institution (as defined below) or
acquiring through a financial institution. If the undersigned is a clearing
organization, the undersigned represents that this certificate is based on
statements provided to it by its member organizations. If the undersigned is a
dealer, the undersigned agrees to obtain a similar certificate from each person
entitled to delivery of any of the Debt Warrant Notes in bearer form purchased
from it. Notwithstanding the foregoing, if the undersigned has actual knowledge
that the information contained in such certificate is false, the undersigned
will not deliver a Debt Warrant Note in bearer form to the person who signed
such certificate notwithstanding the delivery of such certificate to the
undersigned. The undersigned will be deemed to have actual knowledge that the
beneficial owner is a U.S. person for this purpose if the undersigned has a
United States address for the beneficial owner of the Security and does not have
documentary evidence that the beneficial owner is not a U.S. person. As used
herein, "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction; "U.S. person" means any citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source; "financial institution" means a branch
located outside the United States of a
B-1
financial institution as defined in Section 1.165-12(c)(1)(v) of the Treasury
Department Regulations purchasing for its own account or for the account of a
customer that agrees in writing to comply with Section 165(j)(3)(A), (B) or (C)
of the Internal Revenue Code of 1986 and the regulations thereunder and that is
not purchasing for offer to resell or for resale in the United States; and a
"clearing organization" means an entity which is in the business of holding
obligations for member organizations and transferring obligations among such
members by credit or debit to the account of a member without the necessity of
physical delivery of the obligation.
We understand that this certificate is required in connection
with United States tax laws and regulations. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate.
(Signature)
Dated:
(Please print name)
Address:
B-2
