CARRAMERICA REALTY CORPORATION, AS PRIMARY OBLIGOR, CARRAMERICA REALTY, L.P., AS GUARANTOR, AND BANKERS TRUST COMPANY, AS TRUSTEE INDENTURE DATED AS OF OCTOBER 1, 1998 Senior Debt SecuritiesIndenture • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts • New York
Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern every qualified indenture, whether or not physically contained therein.
CHANGE IN CONTROL EMPLOYMENT AGREEMENTChange in Control Employment Agreement • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts • District of Columbia
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland corporation (the “Company”) and Karen B. Dorigan (the “Executive”), effective as of the 6th day of February, 2001.
CARRAMERICA REALTY CORPORATION, AS ISSUER CARRAMERICA REALTY L.P., AS GUARANTOR AND BANKERS TRUST COMPANY, AS TRUSTEEIndenture • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts • New York
Indenture (this “Indenture”), dated as of February 23, 1998, by and among CARRAMERICA REALTY CORPORATION, a Maryland corporation (the “Company”), having its principal office at 1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006; CARRAMERICA REALTY, L.P., a Delaware limited partnership, as guarantor (the “Guarantor”), having its principal office at 1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006 and BANKERS TRUST COMPANY, a bank organized under the laws of the United States of America, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office (as defined below) at Four Albany Street, New York, New York 10006.
CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts
THIS CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (this “Note”) is made by CARR REALTY, L.P., a Delaware limited partnership, hereinafter called “Borrower”, for the benefit of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, who, together with any subsequent holder of this Note, is hereinafter referred to as “Lender”, in substitution for and in replacement of, but not in repayment of, the following notes, all of which Lender holds (which notes are hereinafter referred to as the “Existing Notes”):
STOCKHOLDERS AGREEMENT by and among FRONTLINE CAPITAL GROUP (formerly known as RECKSON SERVICE INDUSTRIES, INC.), HQ GLOBAL HOLDINGS, INC., and CARRAMERICA REALTY CORPORATION Dated as of June 1, 2000Shareholder Agreements • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of June 1, 2000, is made by and among FrontLine Capital Group (formerly known as Reckson Service Industries, Inc.) (“RSI”), HQ Global Holdings, Inc. (the “Company”) and CarrAmerica Realty Corporation (“CarrAmerica” or the “Designated Holder”).
INDEMNIFICATION AND ESCROW AGREEMENTIndemnification Agreement • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts • New York
THIS INDEMNIFICATION AND ESCROW AGREEMENT (this “Agreement”) is entered into as of the 1st day of June, 2000 by and among FrontLine Capital Group (formerly known as Reckson Services Industries, Inc.), a Delaware corporation (“RSI”), CarrAmerica Realty Corporation, a Maryland corporation (“CarrAmerica”), Strategic Omni Investors LLC, a Delaware limited liability company (“Strategic Omni”), Security Capital Holdings S.A., a Luxembourg corporation (“SC-USRealty”), The Oliver Carr Company, a District of Columbia corporation (“OCCO”), Carr Holdings LLC, a Maryland limited liability company (“Carr Holdings”), and the additional persons who are shown on the signature page hereto (the “Additional Indemnitors”) (CarrAmerica, Strategic Omni, SC-USRealty, OCCO, Carr Holdings, and each of the Additional Indemnitors, collectively the “Shareholders” and individually a “Shareholder”; sometimes collectively referred to herein with RSI as “Depositors” and individually a “Depositor”) and Citibank, N.A.,
CONSOLIDATED, AMENDED AND RESTATED DEED OF TRUST AND SECURITY AGREEMENT (SECURES NEW INDEBTEDNESS IN THE AMOUNT OF $13,700,000)Deed of Trust and Security Agreement • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts • District of Columbia
THIS CONSOLIDATED, AMENDED AND RESTATED DEED OF TRUST AND SECURITY AGREEMENT, (this “Deed of Trust”) Made as of March 19, 1999 between CARR REALTY, L.P., a Delaware limited partnership, whose address is c/o CarrAmerica Realty Corporation, 1850 K Street, Suite 500, Washington, DC 20006, herein called “Grantor”; WILLIAM H. NORTON, whose address 1133 20th Street NW, Suite 600, Washington. DC 20036, herein called “Trustee”; and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, whose address is 720 East Wisconsin Avenue, Milwaukee, WI 53202, herein called “Beneficiary.”
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CARR REALTY HOLDINGS, L.P.Agreement of Limited Partnership • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) is entered into as of June 30, 2004, and shall be effective upon the UPREIT Effective Time (as defined below), by CARRAMERICA REALTY CORPORATION, a Maryland corporation (“CarrAmerica”), as the withdrawing General Partner and a Limited Partner, for itself and on behalf of the Limited Partners of the Partnership, and CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Operating Partnership”), as the new General Partner and a Limited Partner, for itself and on behalf of the Limited Partners of the Partnership.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARR OFFICE PARK, L.L.C., a Delaware Limited Liability Company Dated as of: August 15, 2000Limited Liability Company Agreement • February 22nd, 2006 • Carramerica Realty Corp • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), made as of the 15th day of August, 2000, by and among CARRAMERICA REALTY CORPORATION, a Maryland corporation (“CarrAmerica”), CARRAMERICA REALTY, L.P., a Delaware limited partnership (“Carr L.P.”), CARR PARKWAY NORTH I CORPORATION, a Delaware corporation (“Parkway Corp.”), each having an office c/o CarrAmerica Realty Corporation, 1850 K Street, NW, Suite 500, Washington, DC 20006 (CarrAmerica, Carr L.P. and Parkway Corp. are sometimes hereinafter collectively referred to as the “Carr Members”), and NEW YORK STATE TEACHERS’ RETIREMENT SYSTEM, a public pension system created and existing pursuant to Article 11 of the Education Law of the State of New York and having powers and privileges of a corporation pursuant to Section 502 thereof, having an office c/o J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036 (“NYSTRS”).
