-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I6Zsxs5mXmj6WXPzvdD4YJ5zJ97gRX+sEXMwvG/7eEW0d2gCQQ4pcn8/87MO8gNV FVam9unOGdB4pKsRt6dzRQ== 0000898822-96-000257.txt : 19960723 0000898822-96-000257.hdr.sgml : 19960723 ACCESSION NUMBER: 0000898822-96-000257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960719 SROS: NYSE GROUP MEMBERS: SECURITY CAPITAL HOLDINGS, S.A. GROUP MEMBERS: SECURITY CAPITAL U S REALTY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARRAMERICA REALTY CORP CENTRAL INDEX KEY: 0000893577 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521796339 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43099 FILM NUMBER: 96596865 BUSINESS ADDRESS: STREET 1: 1700 PENNSYLVANIA AVE N W CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2026247500 MAIL ADDRESS: STREET 1: 1700 PENNSYLVANIA AVENUE STREET 2: SUITE 700 CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: CARR REALTY CORP DATE OF NAME CHANGE: 19940218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL U S REALTY CENTRAL INDEX KEY: 0001013705 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 69 ROUTE D ESCH STREET 2: L 1470 CITY: LUXEMBOURG SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 2) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT No. 2) CarrAmerica Realty Corporation (formerly named Carr Realty Corporation) (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 14441K 10 3 (CUSIP Number) Paul E. Szurek SECURITY CAPITAL U.S. REALTY 69, route d'Esch L-1470 Luxembourg (352) 48 78 78 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 18, 1996 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Sche- dule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this state- ment / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial own- ership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 9 Pages CUSIP No. 14441K 10 3 13D Page 2 of 9 Pages 1 NAME OF PERSON Security Capital U.S. Realty S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* BK, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg 7 SOLE VOTING POWER NUMBER OF 14,813,621 (See Item 5) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 14,813,621 WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,813,621 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43% (Includes 3,185,714 shares of Common Stock to be acquired by the Reporting Persons in the event of consummation of a public offering of 6,500,000 shares of Common Stock by the Issuer, and which will not be acquired unless such public offering is consummated, and computed taking into account the issuance of all such 6,500,000 shares in the public offering. See Item 5) 14 TYPE OF PERSON REPORTING* CO *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 14441K 10 3 13D Page 3 of 9 Pages 1 NAME OF PERSON Security Capital Holdings S.A. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* BK, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg 7 SOLE VOTING POWER NUMBER OF 14,813,621 (See Item 5) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 14,813,621 WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,813,621 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43% (Includes 3,185,714 shares of Common Stock to be acquired by the Reporting Persons in the event of consummation of a public offering of 6,500,000 shares of Common Stock by the Issuer, and which will not be acquired unless such public offering is consummated, and computed taking into account the issuance of all such 6,500,000 shares in the public offering. See Item 5) 14 TYPE OF PERSON REPORTING* CO *SEE INSTRUCTIONS BEFORE FILLING OUT This Amendment No. 2 is filed by Security Capital U.S. Realty ("Security Capital U.S. Realty"), a corporation organized and existing under the laws of Luxembourg, and by Security Capital Holdings S.A. ("Holdings"), a corporation or- ganized and existing under the laws of Luxembourg and a wholly owned subsidiary of Security Capital U.S. Realty (together with Security Capital U.S. Realty, "USRealty"), and hereby amends the Schedule 13D (the "Schedule 13D") originally filed on No- vember 14, 1995, as amended by Amendment No. 1 ("Amendment No. 1 to the Schedule 13D") filed on May 7, 1996. This Amendment No. 2 relates to shares of common stock, par value $0.01 per share ("Common Stock"), of CarrAmerica Realty Corporation, a Maryland corporation formerly named Carr Realty Corporation ("Carr"). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Schedule 13D, as amended by Amendment No. 1 to the Schedule 13D. On July 19, 1996, Carr filed with the Securities and Exchange Commission a prospectus supplement as part of a registration statement on Form S-3 relating to the issuance of 6,500,000 shares of Common Stock in an underwritten public offering (the "Offering"). Pursuant to its rights as set forth in the Stockholders Agreement, dated as of April 30, 1996, by and among Carr, Carr Realty, L.P., Holdings and Secu- rity Capital U.S. Realty (the "Stockholders Agreement"), if Carr consummates the Offering, USRealty will have the right to purchase 2,785,714 shares of Common Stock, or, if less, that number (the "Reduced Number") of shares of Common Stock which is equal to thirty percent (30%) of the sum of the number of shares of Common Stock sold in the Offering (excluding any shares sold as a result of the exercise of the underwriters' over-allotment option in connection with the Offering) and the Reduced Number. Pursuant to a Subscription Agreement, dated as of July 18, 1996, by and among Carr, Holdings and Security Capital U.S. Realty (the "Subscription Agreement"), USRealty has agreed to purchase 2,785,714 shares of Common Stock, or, if less, the Reduced Number, subject to the terms and conditions thereof, directly from Carr at the public offering price simul- taneously with and contingent upon the closing of the Offering. In addition, USRealty has placed an order to purchase up to an additional 400,000 shares of Common Stock in the Offering at the public offering price (which, combined with the direct pur- chase from Carr, would result in an additional total investment by USRealty in Carr of up to approximately $70.1 million, assum- ing a public offering price of $22.00). If USRealty makes both of the foregoing purchases, the effect of such purchases would be that USRealty would own an approximate 37.9% ownership inter- est in Carr (on a fully-diluted basis). It is not expected that any underwriting discounts will be applied to any shares of Common Stock purchased by USRealty directly from Carr or in Page 4 of 9 Pages the Offering. There can be no assurance that the Offering and the related purchases of Common Stock by USRealty will be con- summated. In addition to the purchase of Common Stock in con- nection with the Offering as described above, USRealty intends to review on a continuing basis its investment in Carr and may increase such investment to up to 45% of the capital stock of Carr, as permitted by Carr's Articles of Incorporation. Such increase in USRealty's investment in Carr could be accomplished by USRealty's acquisition of securities of Carr in the open market or otherwise. The extent of any such increase would depend upon the price and availability of Carr's securities, subsequent developments affecting Carr, Carr's business and prospects, other investment and business opportunities avail- able to USRealty, general stock market and economic conditions, tax considerations, and other factors, including the obtaining of any necessary regulatory approvals. In addition, USRealty may decide to decrease its investment in Carr, depending upon its continuing review of such investment and various other fac- tors, including those mentioned above. The funds for the purchase by USRealty of shares of Common Stock in connection with the Offering as described above will be obtained by USRealty, in whole or in part, from cash on hand and may also be obtained by USRealty, in part, from draw downs under USRealty's $200,000,000 revolving credit facility pursuant to a Facility Agreement (the "Facility Agreement"), dated June 12, 1996, by and among Security Capital U.S. Realty, Holdings, Commerzbank Aktiengesellschaft, as arranger and col- lateral agent, Commerzbank International S.A., as administra- tive agent and the financial institutions listed in Schedule 1 thereto. A copy of the Stockholders Agreement is attached to the previously filed Amendment No. 1 to the Schedule 13D as Exhibit 2.2 thereto and is specifically incorporated herein by reference. The description herein of the Stockholders Agree- ment is qualified in its entirety by reference to the Stock- holders Agreement. Copies of the Subscription Agreement and the Facility Agreement are attached hereto as Exhibits 3 and 4, respectively, and each such agreement is specifically incorpo- rated herein by reference, and the description herein of each such agreement is qualified in its entirety by reference to each such agreement. ITEM 1. SECURITY AND ISSUER. No material change. Page 5 of 9 Pages ITEM 2. IDENTITY AND BACKGROUND. No material change except as set forth above. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change except as set forth above. ITEM 4. PURPOSE OF TRANSACTION. No material change except as set forth above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. No material change except as set forth above and be- low. As of July 18, 1996, USRealty may be deemed to ben- eficially own up to 14,813,621 shares of Common Stock because of USRealty's purchase of 11,627,907 shares of Common Stock on April 30, 1996, because of USRealty's right to acquire up to 2,785,714 shares of Common Stock pursuant to the Subscription Agreement, subject to the terms and conditions thereof (which conditions include the consummation of the Offering), and be- cause of USRealty's order to purchase 400,000 shares of Common Stock in the Offering. If USRealty acquires all 2,785,714 shares of Common Stock pursuant to the Subscription Agreement and all 400,000 shares of Common Stock in the Offering, USRe- alty will own approximately 43%* of the outstanding Common Stock, and approximately 37.9%* on a fully diluted basis, based on the number of outstanding shares of Common Stock and the number of outstanding limited partnership units that are re- deemable for Common Stock or the cash equivalent thereof. _____________________ * In accordance with the terms of the Subscription Agreement, USRealty will not be entitled to purchase any shares of Common Stock pursuant thereto unless the shares of Common Stock to be issued in the Offering are also issued and sold (subject to pro rata reduction in the event fewer than the expected number of shares are issued and sold in the Offering). Percentage owner- ship figures reported are predicated on USRealty's purchase of 2,785,714 shares of Common Stock pursuant to the Subscription Agreement and 400,000 shares of Common Stock in the Offering, and the simultaneous completion of the Offering and sale of 6,500,000 shares of Common Stock pursuant thereto. Page 6 of 9 Pages Except as set forth herein, to the best knowledge and belief of USRealty, no transactions involving Common Stock have been effected during the past 60 days by USRealty or by its directors, executive officers or controlling persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATION- SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change except as described above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed as part of this Schedule 13D: Exhibit 1 Name, Business Address, and Present Principal Occupation of Each Executive Officer and Direc- tor of Security Capital U.S. Realty and of Secu- rity Capital Holdings S.A. Exhibit 2 Stock Purchase Agreement, dated as of November 5, 1995, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty (incorporated by reference to Exhibit 5.1 of Carr Realty Corporation's Cur- rent Report on Form 8-K dated November 6, 1995) Exhibit 2.1 Amendment No. 1 to the Stock Purchase Agreement, dated as of April 29, 1996, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty Exhibit 2.2 Stockholders Agreement, dated as of April 30, 1996, by and among Carr Realty Corporation, Carr Realty, L.P., Security Capital Holdings S.A. and Security Capital U.S. Realty Exhibit 2.3 Registration Rights Agreement, dated as of April 30, 1996, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty Exhibit 3 Subscription Agreement, dated as of July 17, 1996, by and among CarrAmerica Realty Corpora- tion, Security Capital Holdings S.A. and Secu- rity Capital U.S. Realty Exhibit 4 Facility Agreement, dated June 12, 1996, by and among Security Capital U.S. Realty, Security Page 7 of 9 Pages Capital Holdings S.A., Commerzbank Aktiengesell- schaft, as arranger and collateral agent, Com- merzbank International S.A., as administrative agent and the financial institutions listed in Schedule 1 thereto (incorporated by reference to Exhibit 4 of the Schedule 13D, dated June 21, 1996, filed jointly by Security Capital U.S. Re- alty and Security Capital Holdings S.A. with re- spect to the common stock of Regency Realty Cor- poration) Page 8 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. SECURITY CAPITAL U.S. REALTY By: /s/ Paul E. Szurek Name: Paul E. Szurek Title: Managing Director SECURITY CAPITAL HOLDINGS S.A. By: /s/ Paul E. Szurek Name: Paul E. Szurek Title: Managing Director July 19, 1996 Page 9 of 9 Pages EXHIBIT INDEX SEQUENTIAL EXHIBIT DESCRIPTION PAGE NO. 1 Name, Business Address, and Present * Principal Occupation of Each Executive Officer and Director of Security Capi- tal U.S. Realty and of Security Capital Holdings S.A. 2 Stock Purchase Agreement, dated as of November 5, 1995, by and among Carr Realty Corporation, Security Capital U.S. Realty and Security Capital Hold- ings S.A. (incorporated by reference to Exhibit 5.1 of Carr Realty Corpora- tion's Current Report on Form 8-K dated November 6, 1995) 2.1 Amendment No. 1 to the Stock Purchase * Agreement, dated as of April 29, 1996, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Se- curity Capital U.S. Realty 2.2 Stockholders Agreement, dated as of * April 30, 1996, by and among Carr Re- alty Corporation, Carr Realty, L.P., Security Capital Holdings S.A. and Se- curity Capital U.S. Realty 2.3 Registration Rights Agreement, dated as * of April 30, 1996, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty 3 Subscription Agreement, dated as of July 17, 1996, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty _____________________ * Previously filed. 4 Facility Agreement, dated June 12, 1996, by and among Security Capital U.S. Realty, Security Capital Holdings S.A., Commerzbank Aktiengesellschaft, as arranger and collateral agent, Com- merzbank International S.A., as admin- istrative agent and the financial in- stitutions listed in Schedule 1 thereto (incorporated by reference to Exhibit 4 of the Schedule 13D, dated June 21, 1996, filed jointly by Security Capital U.S. Realty and Security Capital Hold- ings S.A. with respect to the common stock of Regency Realty Corporation) EX-99.1 2 EXHIBIT 3 Exhibit 3 SUBSCRIPTION AGREEMENT by and among CARRAMERICA REALTY CORPORATION SECURITY CAPITAL HOLDINGS S.A. and SECURITY CAPITAL U.S. REALTY dated as of July 18, 1996 TABLE OF CONTENTS Page 1. SUBSCRIPTION; CLOSING................................. 2 1.1. Subscription for Company Common Stock.......... 2 1.2. Acceptance of Subscription..................... 2 1.3. Purchase Price................................. 2 1.4. Closing........................................ 2 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY......... 3 2.1. Organization and Qualification................. 3 2.2. Authority Relative to the Agreement; Board Approval............................... 3 2.3. Capital Stock.................................. 4 2.4. No Conflicts; No Defaults; Required Filings and Consents................................. 4 2.5. Securities Law Matters; Material Changes; Corporate Action Covenants................... 5 2.6. Litigation; Compliance With Law................ 7 2.7. Tax Matters; REIT and Partnership Status....... 7 2.8. Compliance with Organizational Documents....... 8 2.9. Maryland Takeover Law.......................... 8 2.10. Brokers or Finders............................. 8 3. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER AND THE ADVANCING PARTY................................. 8 3.1. Organization and Standing...................... 8 3.2. Due Authorization.............................. 8 3.3. Conflicting Agreements and Other Matters....... 9 3.4. Securities Law Matters......................... 9 3.5. Source of Funds................................ 10 3.6. Brokers or Finders............................. 10 3.7. REIT Qualification Matters..................... 11 3.8. Investment Company Matters..................... 11 4. CONDITIONS TO CLOSING................................. 11 4.1. Conditions to Obligations of Subscriber........ 11 4.2. Conditions to Obligations of the Company....... 12 5. SURVIVAL; INDEMNIFICATION............................. 13 5.1. Survival....................................... 13 5.2. Indemnification by Subscriber or the Company... 13 5.3. Third-Party Claims............................. 14 6. MISCELLANEOUS......................................... 15 6.1. Counterparts................................... 15 6.2. Governing Law.................................. 15 6.3. Entire Agreement............................... 15 6.4. Notices........................................ 15 6.5. Successors and Assigns......................... 16 6.6. Headings....................................... 16 6.7. Amendments and Waivers......................... 16 6.8. Expenses....................................... 17 6.9. Severability................................... 17 6.10. Further Assurances............................. 17 6.11. Joint and Several Liability; Guaranty.......... 17 -1- SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of July 18, 1996 by and among CarrAmerica Realty Corporation, a Maryland corporation (the "Company"), Security Capital U.S. Realty, a Luxembourg corporation (the "Advancing Party"), and Security Capital Holdings S.A., a Luxembourg corporation and a wholly owned subsidiary of the Advancing Party ("Subscriber"). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Stockholders Agreement (as hereinafter defined). WHEREAS, in connection with the Company's issuance and sale to Subscriber on April 30, 1996 of 11,627,907 shares of the Company's common stock, par value $0.01 per share (the "Company Common Stock"), the Company, Carr Realty, L.P., a Delaware limited partnership ("Carr Realty, L.P."), the Advancing Party and Subscriber entered into a Stockholders Agreement on such date (the "Stockholders Agreement"); WHEREAS, pursuant to the terms of the Stockholders Agreement, in the event that the Company issues or sells shares of capital stock of the Company, Investor is, during a specified term, entitled (except in certain limited circumstances) to a participation right to purchase, or subscribe for, a total number of shares generally equal to up to 30% of the total number of shares of capital stock proposed to be issued by the Company (the "Participating Rights"); WHEREAS, the Company currently intends to issue and to offer and sell in a public offering (the "Public Offering") up to 8,400,000 shares (the "Public Shares") of Company Common Stock; WHEREAS, in connection with the Public Shares proposed to be issued by the Company in the Public Offering, Investor is entitled to, and has indicated to the Company that it desires to, exercise its Participation Rights; and WHEREAS, in accordance with Investor's desire to exercise its Participation Rights, the Company desires to issue and sell to Subscriber shares of Company Common Stock in a direct private placement (the "Private Placement") from the Company to Subscriber to be consummated concurrently with the Public Offering. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. SUBSCRIPTION; CLOSING 1.1. Subscription for Company Common Stock (a) Subject to the terms and conditions hereof, Subscriber hereby subscribes (the "Subscription") to purchase that number of shares of Company Common Stock (the "Private Shares") equal to the lesser of (i) 3,600,000 shares of Company Common Stock, or (ii) that number (the "Reduced Number") of shares of Company Common Stock which is equal to thirty percent (30%) of the sum of the number of Public Shares sold in the Public Offering (excluding any Public Shares sold as a result of the exercise of the underwriters' over-allotment option in connection with the Public Offering) and the Reduced Number. (b) Investor hereby agrees that the Subscription represents the complete and exclusive exercise of its Participation Rights with regard to the Public Offering, provided that the number of Public Shares to be sold in the Public Offering does not exceed 8,400,000 (excluding any Public Shares sold as a result of the exercise of the underwriters' over-allotment option in connection with the Public Offering). The Company reserves the right to terminate the Public Offering for any reason or for no reason, to sell less than all of the Public Shares in the Public Offering or to increase the number of Public Shares sold in the Public Offering. 1.2. Acceptance of Subscription Subject to the terms and conditions hereof, the Company hereby accepts the Subscription. 1.3. Purchase Price The per share purchase price (the "Per Share Purchase Price") for the Private Shares shall be the same as the per share public offering price of the Company Common Stock in the Public Offering. The aggregate purchase price (the "Purchase Price") shall be equal to the Per Share Purchase Price multiplied by the number of Private Shares. The Company reserves the right to establish the per share public offering price of the Public Shares in the Public Offering, and nothing in this Agreement shall be construed to grant Subscriber or any Investor any right to participate in the establishment of the per share public offering price of the Company Common Stock in the Public Offering. 1.4. Closing Subject to the terms and conditions hereof, the closing of the Private Placement (the "Closing") shall occur concurrently with the closing of the Public Offering. At the Closing, the Company will sell, convey, assign, transfer and -2- deliver, and Subscriber will purchase and acquire (and the Advancing Party shall advance sufficient funds for such purchase) from the Company, the Private Shares, and Subscriber will pay to the Company the Purchase Price by wire transfer of immediately available funds in U.S. dollars to the account or accounts specified by the Company. 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to Subscriber as follows: 2.1. Organization and Qualification (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as described in the Company Prospectus (as hereinafter defined), and to enter into this Agreement and to perform its obligations hereunder. (b) Each of the Significant Subsidiaries of the Company is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and has the corporate or partnership power and authority to own its properties and carry on its business as it is now being conducted. (c) Each of the Company and its Significant Subsidiaries is duly qualified to do business and in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for any failures to be so qualified or to be in good standing as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) The issue and sale of the Private Shares hereunder will not give any stockholder of the Company the right to demand payment for his shares under the Maryland General Corporation Law. 2.2. Authority Relative to the Agreement; Board Approval (a) The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company for itself and constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable -3- bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity. (b) The Board of Directors of the Company has, as of the date hereof, approved the transactions contemplated hereby. (c) The Private Shares have been duly authorized for issuance, and upon issuance will be duly and validly issued, fully paid and nonassessable. 2.3. Capital Stock The capital stock of the Company as of the date specified in the Company Prospectus is as set forth therein under the caption entitled "Capitalization." All of the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights (excluding any preemptive rights that Investor may have under the Stockholders Agreement). 2.4. No Conflicts; No Defaults; Required Filings and Consents Neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter or By-laws of the Company; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or accelerate vesting under, any of the Company stock option plans or Partnership (as defined below) Unit (as defined below) option plans or similar compensation plan or any grant or award made under any of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) violate or conflict with any statute, regulation, judgment, order, writ, decree or injunction applicable to the Company, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (d) violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of the Company under, or result in being declared void, voidable or without further binding effect, any of the -4- terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust or any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company is a party, or by which the Company or any of its properties is bound or affected, except for any of the foregoing matters which would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; (e) require any consent, approval or authorization of, or declaration, filing or registration with any Governmental Authority, other than any filings required under the Securities Act, the Exchange Act, Blue Sky Laws and any filings required to be made with any national securities exchange on which the Company Common Stock is listed, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; or (f) For purposes hereof, the terms listed below shall have the following meanings: "Partnerships" shall mean, collectively, Carr Realty, L.P. and CarrAmerica Realty, L.P., a Delaware limited partnership. "Units" shall mean units of partnership interest in the Partnerships. 2.5. Securities Law Matters; Material Changes; Corporate Action Covenants (a) As of the date hereof and as of the date of the Closing, the Company Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The documents incorporated or deemed to be incorporated by reference in the Company Prospectus pursuant to Item 12 of Form S-3 under the Securities Act, at the time they were or hereafter are filed with the SEC, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC under the Exchange Act, and, when read together with the other information in the Company Prospectus, as of the date hereof and as of the date of the Closing, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Since the respective dates as of which information is given in the Company Prospectus, except as otherwise stated therein, (A) there has been no -5- change in the condition, financial or otherwise, or in the earnings, assets or business affairs of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (B) no casualty loss or condemnation or other event with respect to any of the interests held directly or indirectly in any of the real properties owned, directly or indirectly, by the Company or any entity wholly or partially owned by the Company has occurred, except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (C) except for regular quarterly dividends on the Common Stock and dividends on the Preferred Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock or by either of the Partnerships with respect to its Units, and (D) with the exception of transactions in connection with stock option and dividend reinvestment plans, the issuance of shares of Common Stock upon the exchange of Units of the Partnerships and the issuance of Units of the Partnerships in connection with the acquisition of real or personal property, there has been no change in the capital stock or in the partnership interests or member interests, as the case may be, of the Company or any Subsidiary, and no increase in the indebtedness of the Company or any Subsidiary, that is material to such entities considered as one enterprise. (d) The financial statements (including the notes thereto) included in, or incorporated by reference into, the Company Prospectus present fairly the financial position of the respective entity or entities presented therein at the respective dates indicated (if such financial position is presented) and the results of their operations for the respective periods specified and, except as otherwise stated in the Company Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. (e) As of the date hereof, the Company and its Controlled Subsidiaries have complied in all material respects with the Corporate Action Covenants set forth in Section 6.1 of the Stockholders Agreement. (f) For purposes hereof, "Company Prospectus" shall mean, collectively, the preliminary prospectus dated July 11, 1996 constituting a part of the registration statement of the Company filed with the SEC in connection with the Public Offering and the preliminary prospectus supplement dated July 11, 1996 included in such registration statement relating to the shares of Company Common Stock to be offered in the Public Offering. -6- 2.6. Litigation; Compliance With Law (a) There are no Actions pending or, to the Company's knowledge, threatened against the Company or any of its Significant Subsidiaries that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which question the validity hereof or any action taken or to be taken in connection herewith. There are no continuing orders, injunctions or decrees of any Government Authority to which the Company or any of its Significant Subsidiaries is a party or by which any of its properties or assets are bound. (b) None of the Company or its Significant Subsidiaries is in violation of any statute, rule, regulation, order, writ, decree or injunction of any Government Authority or any body having jurisdiction over them or any of their respective properties which, if enforced, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 2.7 Tax Matters; REIT and Partnership Status (a) The Company (i) intends in its federal income tax return for the tax year ended on December 31, 1995, and in its federal income tax return for the tax year that will end on December 31, 1996, to elect to be taxed as a REIT within the meaning of Section 856 of the Code, and has complied (or will comply) with all applicable provisions of the Code relating to a REIT for 1996, (ii) has operated, and intends to continue to operate, in such a manner as to qualify as a REIT for 1996, (iii) has not taken or omitted to take any action which would reasonably be expected to result in a challenge to its status as a REIT, and, to the Company's knowledge, no such challenge is pending or threatened, and (iv) to the Company's knowledge, and assuming the accuracy of Subscriber's representation in Section 3.7, will not be rendered unable to qualify as a REIT for federal income tax purpose as a consequence of the transactions contemplated hereby. (b) The Company was eligible to and did validly elect to be taxed as a REIT for federal income tax purposes for calendar years 1993 and 1994. Each Partnership and each subsidiary of the Company organized as a partnership (and any other subsidiary of the Company that files tax returns as a partnership for federal income tax purposes) was and continues to be classified as a partnership for federal income tax purposes. (c) For purposes of this Section 2.7, no representation set forth in Section 2.7 shall be deemed to be untrue unless such untruths would, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. -7- 2.8. Compliance with Organizational Documents Neither the Company nor any of its Significant Subsidiaries is in default under or in violation of any provision of the Company Charter or the By-laws of the Company or the Partnership Agreement (or equivalent documents), except for such defaults or violations which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 2.9. Maryland Takeover Law The terms of Section 3-602 and Subtitle 7 of Title 3 of the Maryland General Corporation Law will not apply to Subscriber, the Subscription or any other transaction contemplated hereby. 2.10. Brokers or Finders No agent, broker, investment banker or other firm or person, including any of the foregoing that is an Affiliate of the Company, is or will be entitled to any broker's or finder's fee or any other commission or similar fee from the Company in connection with this Agreement or any of the transactions contemplated hereby for which Subscriber will be responsible. 3. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER AND THE ADVANCING PARTY Subscriber and the Advancing Party hereby jointly and severally represent and warrant to the Company as follows: 3.1. Organization and Standing Each of Subscriber and the Advancing Party is a corporation duly incorporated, validly existing and in good standing under the laws of Luxembourg. Subscriber has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, and to enter into this Agreement and to perform its obligations hereunder. 3.2. Due Authorization The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Subscriber and the Advancing Party. This Agreement has been duly executed and delivered by each of Subscriber and the Advancing Party for itself and constitutes the valid and legally binding obligations of Subscriber and the Advancing Party, enforceable against Subscriber or the Advancing Party, as the case may be, in -8- accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity. 3.3. Conflicting Agreements and Other Matters Neither the execution and delivery of this Agreement nor the performance by Subscriber or the Advancing Party, as the case may be, of its obligations hereunder will conflict with, result in a breach of the terms, conditions or provisions of, constitute a default under, result in the creation of any mortgage, security interest, encumbrance, lien or charge of any kind upon any of the properties or assets of Subscriber or the Advancing Party, as the case may be, pursuant to, or require any consent, approval or other action by or any notice to or filing with any Government Authority pursuant to, the organizational documents or agreements of Subscriber or the Advancing Party, as the case may be, or any agreement, instrument, order, judgment, decree, statute, law, rule or regulation by which Subscriber or the Advancing Party, as the case may be, is bound, except for filings after any Closing under Section 13(d) of the Exchange Act. 3.4. Securities Law Matters (a) Subscriber understands and acknowledges that the Company intends the Private Placement to be exempt from registration under the Securities Act and applicable Blue Sky Laws by virtue of (A) the status of each of Subscriber and the Advancing Party as an Accredited Investor (as hereinafter defined), and (B) Regulation D promulgated under Section 4(2) of the Securities Act. The Company will rely in part upon the representations and warranties made by Subscriber and the Advancing Party in this Agreement in making the determination that the offer and issuance of the Private Shares qualifies for exemption under Regulation D as an offer and sale only to an Accredited Investor. (b) Each of Subscriber and the Advancing Party is an "accredited investor" as defined in Regulation 501(a) under Regulation D (an "Accredited Investor"). (c) Each of Subscriber and the Advancing Party has received and reviewed the Company Prospectus and all documents incorporated therein by reference prior to signing this Agreement. Each of Subscriber and the Advancing Party has had an opportunity to ask questions of and receive information from the Company concerning the Company and the Private Shares and to assess and evaluate the information contained in the Company Prospectus, and all such questions have been answered and all such information has been provided to the full satisfaction of each of Subscriber and the Advancing Party. No oral or written representations have been made to either Subscriber or the Advancing Party in connection with the transactions contemplated by this Agreement which are in any -9- way inconsistent with the information contained in the Company Prospectus or otherwise provided to each of Subscriber and the Advancing Party. (d) Subscriber is not receiving the Private Shares as a result of, or subsequent to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or any electronic media or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to Subscriber in connection with investments in real estate generally. (c) Each of Subscriber and the Advancing Party has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement, and each of Subscriber and the Advancing Party is able to bear the economic risk of transactions contemplated by this Agreement and can afford to sustain a total loss on such investment, is familiar with the business that is conducted and is intended to be conducted by the Company, has sufficient knowledge and experience in financial and business matters to enable it to utilize the information made available to Subscriber and the Advancing Party in connection with the transactions contemplated by this Agreement in order to evaluate the merits and risks of an investment in the Private Shares and to make an informed investment decision with respect thereto. (e) Subscriber is acquiring the Private Shares solely for its own account for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and Subscriber has no present intention or plan to effect any distribution of any of the Private Shares, provided that the disposition of the Private Shares owned by Subscriber shall at all times be and remain within its control, subject to the provisions of this Agreement and that certain Registration Rights Agreement, dated April 30, 1996, by and among the Company, the Advancing Party and Subscriber. 3.5. Source of Funds At the Closing, the Advancing Party shall have available and shall advance to Subscriber all of the funds necessary to satisfy Subscriber's obligations hereunder and to pay any related fees and expenses in connection with the foregoing. 3.6. Brokers or Finders No agent, broker, investment banker or other firm or person, including any of the foregoing that is an Affiliate of Subscriber or the Advancing Party, is or will be entitled to any broker's or finder's fee or any other commission or similar fee from Subscriber or the Advancing Party in connection with this Agreement or the transactions contemplated hereby for which the Company will be responsible. -10- 3.7. REIT Qualification Matters To Subscriber's knowledge, no person which would be treated as an "individual" for purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the Code) owns or would be considered to own (taking into account the ownership attribution rules under Section 544 of the Code, as modified by Section 856(h) of the Code) in excess of 9.8% of the value of the outstanding equity interest in Subscriber or the Advancing Party. 3.8. Investment Company Matters Neither the Advancing Party nor Subscriber is, and after giving effect to the Purchase of the Private Shares, neither will be, an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. 4. CONDITIONS TO CLOSING 4.1. Conditions to Obligations of Subscriber The obligations of Subscriber to purchase and pay for the Private Shares at the Closing are subject to satisfaction or waiver of each of the following conditions precedent: (a) All conditions to the closing of the Public Offering as set forth in the underwriting agreements between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to Subscriber dated the date of the Closing to such effect. (b) The representations and warranties of the Company contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for representations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any respect by materiality or as to Material Adverse Effect for purposes of this Section 4.1(b) such materiality or Material Adverse Effect qualification will be in all respects ignored (but subject to -11- the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Private Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be expected to, alone or in conjunction with any other factors, result in the loss of its status as a REIT for federal income tax purposes. 4.2. Conditions to Obligations of the Company The obligations of the Company to issue and sell the Private Shares at the Closing are subject to satisfaction or waiver of each of the following conditions precedent: (a) All conditions to the closing of the Public Offering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived. (b) The representations and warranties of Subscriber and the Advancing Party contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for representations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect. Subscriber shall have delivered to the Company at the Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to the Company dated the date of the Closing to such effect. -12- (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Purchased Shares. 5. SURVIVAL; INDEMNIFICATION 5.1. Survival All representations, warranties, covenants and agreements of the parties contained herein, including indemnity or indemnification agreements contained herein, shall survive the Closing until the first anniversary of the Closing. No Action or proceeding may be brought with respect to any of the representations, warranties, covenants or agreements unless written notice thereof, setting forth in reasonable detail the claimed misrepresentation or breach of warranty or breach of covenant or agreement, shall have been delivered to the party alleged to have breached such representation or warranty or such covenant or agreement prior to the first anniversary of the Closing. Those covenants or agreements that contemplate or may involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms. 5.2. Indemnification by Subscriber or the Company (a) Subject to Section 5.1, from and after the Closing, Subscriber shall indemnify and hold harmless the Company, its successors and assigns, from and against any and all Loss and Expenses suffered, directly or indirectly, by the Company by reason of, or arising out of, (i) any breach as of the date made or deemed made or required to be true of any representation or warranty made by Subscriber in or pursuant to this Agreement, or (ii) any failure by Subscriber to perform or fulfill any of its covenants or agreements set forth herein. Notwithstanding any other provision of this Agreement to the contrary, in no event shall Loss and Expenses include a party's incidental or consequential damages. (b) Subject to Section 5.1, from and after the Closing, the Company shall indemnify and hold harmless Subscriber, its successors and assigns, from and against any and all Loss and Expenses, suffered, directly or indirectly, by Subscriber by reason of, or arising out of, any breach as of the date made or deemed made or required to be true of any representation or warranty made by the Company in or pursuant to this Agreement and any statements made in any certificate delivered pursuant to this Agreement, or (ii) any failure by the Company to perform or fulfill any of its covenants or agreements set forth herein. -13- Notwithstanding any other provision of this Agreement to the contrary, in no event shall Loss and Expenses include a party's incidental or consequential damages. (c) Notwithstanding the foregoing, (i) neither Subscriber nor the Company shall be responsible for any Loss and Expenses as provided by paragraphs (a) and (b), respectively, of this Section 5.2, until the cumulative aggregate amount of such Loss and Expenses suffered by Subscriber or the Company, as the case may be, exceeds $500,000, in which case Subscriber or the Company, as the case may be, shall then be liable for all such Loss and Expenses, and (ii) the cumulative aggregate indemnity obligation of each of Subscriber and the Company under this Section 5.2 shall in no event exceed the Purchase Price. Except with respect to third-party claims being defended in good faith or claims for indemnification with respect to which there exists a good faith dispute, the indemnifying party shall satisfy its obligations hereunder within 30 days of receipt of a notice of claim under this Section 5. 5.3. Third-Party Claims If a claim by a third party is made against Subscriber or the Advancing Party or the Company (each, an "Indemnified Party") and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 5, such Indemnified Party shall promptly notify the indemnifying party in writing of such claims setting forth such claims in reasonable detail. The indemnifying party shall have 20 days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim which the indemnifying party is contesting. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the Indemnified Party within 20 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. -14- 6. MISCELLANEOUS 6.1. Counterparts This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall be effective when one or more counterparts have been signed by each party hereto and delivered to the other party. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section, provided receipt of copies of such counterpart is confirmed. 6.2. Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF. 6.3. Entire Agreement This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties between the parties other than those set forth or referred to herein. This Agreement is not intended to confer upon any person not a party hereto (and their successors and assigns) any rights or remedies hereunder. 6.4. Notices All notices and other communications hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below. Notices to the Company shall be addressed to: CarrAmerica Realty Corporation 1700 Pennsylvania Avenue, N.W. Washington, DC 20006 Attention: Thomas A. Carr, President Telecopy Number: (202) 638-0102 -15- with a copy (which shall not constitute notice) to: Hogan & Hartson L.L.P. 555 Thirteenth Street, N.W. Washington, DC 20004-1109 Attention: J. Warren Gorrell, Jr., Esq. Telecopy Number: (202) 637-5910 Notices to Subscriber or the Advancing Party shall be addressed to: Security Capital Holdings S.A. 69, route d'Esch L-2953 Luxembourg Attention: Paul E. Szurek, Managing Director Telecopy Number: (352) 4590-3331 with a copy (which shall not constitute notice) to: Wachtell, Lipton, Rosen & Katz 51 W. 52nd Street New York, New York 10019 Attention: Adam O. Emmerich, Esq. Telecopy Number: (212) 403-2000 6.5. Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. Neither Subscriber nor the Advancing Party shall be permitted to assign any of its rights hereunder to any third party; provided, however, that Subscriber and the Advancing Party may assign all (but not less than all) of their rights hereunder to any other Investor so long as such other Investor agrees in writing, in a form reasonably acceptable to the Company, to be bound by all the terms and conditions of this Agreement. 6.6. Headings The Section and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. 6.7. Amendments and Waivers This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Any party hereto -16- may, only by an instrument in writing, waive compliance by the other parties hereto with any term or provision hereof on the part of such other party hereto to be performed or complied with. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. 6.8. Expenses Except as set forth in this Agreement, whether or not the Closing is consummated, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. 6.9. Severability Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof. 6.10. Further Assurances The Company, Subscriber and the Advancing Party agree that, from time to time, whether before, at or after the Closing, each of them will execute and deliver such further instruments of conveyance and transfer and take such other action as may be necessary to carry out the purposes and intents hereof. 6.11. Joint and Several Liability; Guaranty The obligations and liability of Subscriber and the Advancing Party under or in connection with this Agreement are joint and several. The Advancing Party hereby unconditionally and irrevocably guarantees and agrees to be responsible for the payment and performance of all of Subscriber's obligations hereunder. -17- IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first above written. CARRAMERICA REALTY CORPORATION By: /s/ Brian K. Fields Name: Brian K. Fields Title: Chief Financial Officer SECURITY CAPITAL HOLDINGS S.A. By: /s/ Paul E. Szurek Name: Paul E. Szurek Title: Managing Director SECURITY CAPITAL U.S. REALTY By: /s/ Paul E. Szurek Name: Paul E. Szurek Title: Managing Director -18- -----END PRIVACY-ENHANCED MESSAGE-----