Exhibit 1.2
CARRAMERICA REALTY CORPORATION
(a Maryland Corporation)
Senior Notes due 2012
TERMS AGREEMENT
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Dated: January 8, 2002
To: CarrAmerica Realty Corporation
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 Corporation,
a Maryland corporation (the "Company"), proposes to issue and sell $400,000,000
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, L.P. (the "Guarantor") has
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 Guarantor agrees to be jointly and severally liable with the
Company as to the Company's obligations contained in Sections 1, 3, 4, 5 and 6
of the Underwriting Agreement referred to below, as if the Guarantor 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
numbers of Initial Underwritten Securities (as defined in the Underwriting
Agreement referred to below) set forth below opposite their respective names at
the purchase price set forth below.
Principal
Underwriter Amount of Notes
- ----------- ---------------
Bank of America Securities LLC ............................ $140,000,000
J.P. Morgan Securities Inc. ............................... $180,000,000
First Union Securities, Inc. .............................. $ 20,000,000
Lehman Brothers Inc. ...................................... $ 20,000,000
Salomon Smith Barney Inc. ................................. $ 20,000,000
Commerzbank Capital Markets Corporation ................... $ 4,000,000
Goldman, Sachs & Co. ...................................... $ 4,000,000
Legg Mason Wood Walker, Incorporated ...................... $ 4,000,000
PNC Capital Markets, Inc. ................................. $ 4,000,000
Wells Fargo Brokerage Services, LLC ....................... $ 4,000,000
Total ................................................. $400,000,000
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The Underwritten Securities shall have the following terms:
Title of Securities: 7.125% Senior Notes due 2012.
Currency: U.S. Dollars.
Principal amount to be issued: $400,000,000.
Current ratings: Moody's Investors Service, Inc.: Baa2; Standard & Poor's
Corporation: BBB; Fitch, Inc.: BBB.
Interest rate: 7.125%.
Interest payment dates: Each January 15 and July 15, beginning July 15, 2002.
Stated maturity date: January 15, 2012.
Redemption or repayment provisions: The Underwritten Securities may be redeemed
at any time at the option of the Company, in whole or in part, at a redemption
price equal to the sum of (i) the principal amount of the Underwritten
Securities being redeemed plus accrued interest to the redemption date and (ii)
the Make-Whole Amount, if any, with respect to such Underwritten Securities.
Make Whole Amount: T+30.
Delayed Delivery Contracts: Not authorized.
Initial public offering price: 99.274%, plus accrued interest, if any, from the
date of issuance.
Purchase price: 98.624%, plus accrued interest, if any, from the date of
issuance (payable in same-day funds).
Other terms: The Underwritten Securities shall be in the form of Exhibit A to
the Supplemental Indenture, dated as of January 11, 2002, among CarrAmerica
Realty Corporation, as Primary Obligor, CarrAmerica Realty, L.P., as Guarantor
and U.S. Bank National Association, as Trustee.
Closing date and location: January 11, 2002 at the offices of Clifford Chance
Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166.
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All the provisions contained in the document entitled "CarrAmerica Realty
Corporation -- Common Stock, Preferred Stock, Common Stock Warrants, Debt
Warrants, Depositary Shares and Debt Securities Underwriting Agreement" to which
this Terms Agreement is attached are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.
Please accept this offer by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FIRST UNION SECURITIES, INC.
LEHMAN BROTHERS INC.
SALOMON SMITH BARNEY INC.
COMMERZBANK CAPITAL MARKETS CORPORATION
GOLDMAN, SACHS & CO.
LEGG MASON WOOD WALKER, INCORPORATED
PNC CAPITAL MARKETS, INC.
WELLS FARGO BROKERAGE SERVICES, LLC
By: J.P. MORGAN SECURITIES INC.
/s/ J.P. Morgan Securities Inc.
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(J.P. Morgan Securities Inc.)
Accepted:
CARRAMERICA REALTY CORPORATION
By: /s/ Richard F. Katchuk
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Name: Richard F. Katchuk
Title: Chief Financial Officer
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty, G.P. Holdings, Inc.,
its General Partner
By: /s/ Richard F. Katchuk
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Name: Richard F. Katchuk
Title: Executive Vice President
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