Exhibit 1.1 CARRAMERICA REALTY CORPORATION (a Maryland corporation) Common Stock, Preferred Stock, Common Stock Warrants, Debt Warrants, Depositary Shares and Debt Securities UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • January 11th, 2002 • Carramerica Realty L P • Real estate
GUARANTEECarramerica Realty L P • January 11th, 2002 • Real estate
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 7.125% Senior Notes due 2012 (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
