CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership) Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2004 • Carramerica Realty Corp • Real estate investment trusts • New York
GUARANTEEGuarantee • August 23rd, 2004 • Carramerica Realty Corp • Real estate investment trusts
CarrAmerica Realty Corporation, a Maryland corporation (herein referred to as the “Guarantor,” which term includes any successor Guarantor under the senior indenture dated as of June 23, 2004 (the “Indenture”) between CarrAmerica Realty Operating Partnership, L.P. (the “Operating Partnership”), CarrAmerica Realty, L.P., the Guarantor and U.S. Bank Trust 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 5.125% Senior Notes due 2011 (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 Operating Partnership to the Holders (as defined in the Indenture) or the Trustee under the
CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P. (a Delaware Limited Partnership)Terms Agreement • August 23rd, 2004 • Carramerica Realty Corp • Real estate investment trusts
We (the “Representatives”) understand that CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell $200,000,000 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 Corporation and CarrAmerica Realty, L.P. (the “Guarantors”) have 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 Guarantors agree to be jointly and severally liable with the Operating Partnership as to the Operating Partnership’s obligations contained in Sections 1, 3, 4, 5 and 6 of the Underwriting Agreement referred to below, as if the Guarantors were originally named as a party thereto. Subject to the term
GUARANTEEGuarantee • August 23rd, 2004 • Carramerica Realty Corp • Real estate investment trusts
CarrAmerica Realty, L.P., a Delaware limited partnership (herein referred to as the “Guarantor,” which term includes any successor Guarantor under the senior indenture dated as of June 23, 2004 (the “Indenture”) between CarrAmerica Realty Operating Partnership, L.P. (the “Operating Partnership”), CarrAmerica Realty Corporation, the Guarantor and U.S. Bank Trust 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 5.125% Senior Notes due 2011 (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 Operating Partnership to the Holders (as defined in the Indenture) or the Trustee u
