Exhibit 1.2
EXECUTION COPY
CARRAMERICA REALTY OPERATING
PARTNERSHIP, L.P.
(a Delaware Limited
Partnership)
5.500% Senior Notes due 2010
TERMS
AGREEMENT
Dated: December 8, 2005
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To:
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CarrAmerica
Realty Operating Partnership, L.P.
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1850 K Street, N.W.
Suite 500
Washington, D.C. 20006
Attention: Chairman of the Board of
Directors
Ladies and Gentlemen:
We (the
“Representatives”) understand that CarrAmerica Realty
Operating Partnership, L.P., a Delaware limited partnership (the
“Operating Partnership”), proposes to issue and sell
$250,000,000 aggregate principal amount of its unsecured debt
securities (the “Debt Securities”) (such Debt
Securities being collectively hereinafter referred to as the
“Underwritten Securities”). CarrAmerica Realty
Corporation and CarrAmerica Realty, L.P. (the
“Guarantors”) have agreed to guarantee the Underwritten
Securities (the “Guarantees”) as to payments of
principal, premium, if any, and interest. With respect to the
issuance and sale of the Debt Securities and the related Guarantees
to the Underwriters, the Guarantors agree to be jointly and
severally liable with the Operating Partnership as to the Operating
Partnership’s obligations contained in Sections 1, 3, 4, 6, 7
and 8 of the Underwriting Agreement referred to below, as if the
Guarantors were originally named as a party thereto. Subject to the
terms and conditions set forth or incorporated by reference herein,
the underwriters named below (the “Underwriters”) offer
to purchase, severally and not jointly, the respective principal
amounts of Underwritten Securities and accompanying Guarantees (as
defined in the Underwriting Agreement referred to below) set forth
below opposite their respective names at the purchase price set
forth below.
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Underwriter
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Principal
Amount of
Senior Notes
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J.P. Morgan Securities Inc.
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$
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75,000,000
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UBS Securities LLC
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75,000,000
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Banc of America Securities LLC
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18,750,000
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BNY Capital Markets, Inc.
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6,250,000
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Commerzbank Capital Markets Corp.
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6,250,000
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Goldman, Sachs & Co.
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18,750,000
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Morgan Stanley & Co.
Incorporated
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18,750,000
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PNC Capital Markets, Inc.
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6,250,000
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Wachovia Capital Markets, LLC
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18,750,000
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Wells Fargo Brokerage Services, LLC
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6,250,000
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Total
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$
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250,000,000
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The Underwritten Securities shall
have the following terms:
Title of Securities: 5.500% Senior
Notes due 2010.
Currency: U.S. Dollars.
Principal amount to be issued:
$250,000,000
Current ratings: Moody’s Investors
Service, Inc
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