-----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, EpJv0ObuPhIqsSdpA03XfSBuax/yNcnQ4HlVSEpfzJnPJIrm7EmrjkZSJE7luo11 y6BPb7+YlzFKGZueTnFifA== 0000928385-02-003623.txt : 20021120 0000928385-02-003623.hdr.sgml : 20021120 20021120092549 ACCESSION NUMBER: 0000928385-02-003623 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20021115 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021120 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11706 FILM NUMBER: 02834084 BUSINESS ADDRESS: STREET 1: 1850 K STREET NW STREET 2: SUITE 500 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2027297500 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 8-K 1 d8k.txt CARRAMERICA REALTY CORPORATION FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2002 CarrAmerica Realty Corporation (Exact name of registrant as specified in its charter) Maryland 1-11706 52-1796339 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) CarrAmerica Realty, L.P. (Exact name of registrant as specified in its charter) Delaware 000-22741 52-1976308 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 1850 K Street, NW, Suite 500 Washington, DC 20006 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (202) 729-7500 Not applicable (Former name or former address, if changed since last report) Item 5. Other Events On November 15, 2002, CarrAmerica Realty Corporation (the "Company") and CarrAmerica Realty, L.P. (the "Partnership") entered into a Terms Agreement with Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc., which incorporates by reference that certain Underwriting Agreement, dated January 8, 2002, by and between the Company and J.P. Morgan Securities Inc., in its entirety, in connection with a proposed public offering of $50,000,000 of its 5.261% Senior Notes due 2007, which are guaranteed as to payment of principal, premium, if any, and interest by the Partnership. The notes mature on November 30, 2007, with interest payable semiannually on May 30 and November 30 of each year outstanding beginning May 30, 2003. The Company may redeem the notes at any time. The closing of the offering is expected to occur on November 20, 2002. Copies of the Underwriting Agreement and the Terms Agreement are filed as exhibits to this report. Item 7. Exhibits The following exhibits are filed as part of this report: 1.1* Underwriting Agreement, dated as of January 8, 2002, by and between CarrAmerica Realty Corporation and J. P. Morgan Securities Inc. 1.2 Terms Agreement, dated as of November 15, 2002, by and among CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc. 4.1* Indenture, dated as of January 11, 2002, by and among CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., as Guarantor, and U.S. National Association, as Trustee 4.2 Form of 5.261% Senior Note Due 2007 4.3 Guarantee by CarrAmerica Realty, L.P. dated as of November 20, 2002 5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of securities 8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax matters 12.1 Statement re: Computation of Ratios 23.1 Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1) -2- 25.1* Statement of Eligibility of Trustee on Form T-1 _______ * Incorporated by reference to the Company's and the Partnership's Current Report on Form 8-K, dated January 8, 2002, and filed on January 11, 2002. -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CarrAmerica Realty Corporation Date: November 20, 2002 By: /s/ Thomas A. Carr ------------------------------------ Name: Thomas A. Carr Title: Chief Executive Officer SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CarrAmerica Realty, L.p. Date: November 20, 2002 By: CarrAmerica Realty Gp Holdings, Inc. General Partner By: /s/ Thomas A. Carr ------------------------------------- Name: Thomas A. Carr Title: Chief Executive Officer EXHIBIT INDEX ------------- Exhibit Document ------- -------- 1.1* Underwriting Agreement, dated as of January 8, 2002, by and between CarrAmerica Realty Corporation and J. P. Morgan Securities Inc. 1.2 Terms Agreement, dated as of November 15, 2002, by and among CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc. 4.1* Indenture, dated as of January 11, 2002, by and among CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., as Guarantor, and U.S. National Association, as Trustee 4.2 Form of 5.261% Senior Note Due 2007 4.3 Guarantee by CarrAmerica Realty, L.P. dated as of November 20, 2002 5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of securities 8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax matters 12.1 Statement re: Computation of Ratios 23.1 Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1) 25.1* Statement of Eligibility of Trustee on Form T-1 _________ * Incorporated by reference to the Company's and the Partnership's Current Report on Form 8-K, dated January 8, 2002, and filed on January 11, 2002. EX-1.2 3 dex12.txt EXHIBIT 1.2 Exhibit 1.2 CARRAMERICA REALTY CORPORATION (a Maryland Corporation) 5.261% Senior Notes due 2007 TERMS AGREEMENT Dated: November 15, 2002 Banc of America Securities LLC Bank of America Corporate Center 100 North Tryon Street, 8th Floor Charlotte, North Carolina 28255 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Fleet Securities, Inc. 100 Federal Street Boston, Massachusetts 12110 HSBC Securities (USA) Inc. 452 Fifth Avenue Tower 10 New York, New York 10018 Wachovia Securities, Inc. 301 South College Street, DC-8 Charlotte, North Carolina 28288 Ladies and Gentlemen: CarrAmerica Realty Corporation, a Maryland corporation (the "Company"), hereby confirms its agreement with Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc., each as an agent of the Company (collectively, the "Placement Agents"), with respect to the issue and sale by the Company of, and the solicitation by the Placement Agents on behalf of the Company of offers to purchase, subject to the terms and conditions set forth or incorporated by reference herein, $50,000,000.00 aggregate principal amount of the Company's 5.261% Senior Notes due 2007 (the "Senior Notes") to Core Investment Grade Bond Trust I (the "Trust"). CarrAmerica Realty, L.P. (the "Guarantor") has agreed to guarantee the Senior Notes (the "Guarantees") as to payments of principal, premium, if any, and interest. With respect to the issuance and sale of the Senior Notes and the related Guarantees to the Placement Agents, the Guarantor agrees to be jointly and severally liable with the Company as to the Company's obligations contained in this Terms Agreement (other than the second, fourth and fifth paragraphs of this Terms Agreement) and in Sections 1, 3, 4, 5 and 6 of the Basic Provisions referred to below, as if the Guarantor were originally named as a party hereto and thereto. 1 The Company hereby appoints the Placement Agents as its exclusive agents for the solicitation of offers to purchase the Senior Notes from the Company by the Trust, and each Placement Agent hereby accepts such appointment. The Company shall not appoint any other entity or person to act on its behalf, or to assist it, in the placement of the Senior Notes. Notwithstanding anything to the contrary contained herein, the parties hereto agree that no Placement Agent shall be obligated, under any circumstance, to purchase Senior Notes from the Company, as principal or otherwise. Except as otherwise provided herein, all the provisions contained in the document attached as Schedule A hereto entitled "CarrAmerica Realty Corporation - -- Common Stock, Preferred Stock, Common Stock Warrants, Debt Warrants, Depositary Shares and Debt Securities Underwriting Agreement" (the "Basic Provisions") 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; provided, however, that Sections 2 and 9 shall not apply and shall not be deemed to be a part of this Terms Agreement. Terms defined in the Basic Provisions are used herein as defined in the Basic Provisions, except that the terms "Underwriters" and "Representatives" in the Basic Provisions shall be deemed to refer to the Placement Agents, and the term "Underwritten Securities" in the Basic Provisions shall be deemed to refer to the Senior Notes and the Guarantees. On the basis of the representations and warranties set forth or incorporated by reference herein, but subject to the terms and conditions set forth or incorporated by reference herein, each Placement Agent, acting solely as an agent of the Company, will use its reasonable efforts to solicit offers from the Trust for the purchase of the aggregate principal amount of the Senior Notes from the Company specified opposite its name in Schedule B attached hereto. Each Placement Agent will communicate to the Company, orally, each offer for the purchase of Senior Notes it has solicited on an agency basis. In the event that a Placement Agent orally communicates to the Company that it has received an offer for the purchase of Senior Notes at a price at least equal to 100% of the principal amount thereof, then the Company shall accept such offer in whole, provided that the aggregate of all such offers does not exceed $50,000,000.00 aggregate principal amount of Senior Notes. If the Company shall default on its obligation to deliver Senior Notes to a purchaser whose offer has been solicited by a Placement Agent on an agency basis and accepted by the Company or fails to satisfy any condition to its issuance and sale of the Senior Notes hereunder, the Company shall (i) hold such Placement Agent harmless against any loss, claim or damage arising from, or as a result of, such default or failure and (ii) pay to such Placement Agent the commission to which it would otherwise be entitled absent such default or failure. The Company hereby agrees to pay to each Placement Agent a commission equal to 0.30% of the principal amount of each Note to be delivered to a purchaser whose offer has been solicited by such Placement Agent on an agency basis and has been accepted, or is required to be accepted in accordance with the terms hereof, by the Company. Such commission shall be payable, at the option of the applicable Placement Agent, either in the form of a discount from the price received from purchasers of Senior Notes or directly from the Company. Delivery of Senior Notes sold through a Placement Agent as an agent of the Company shall be made by the Company to such Placement Agent for the account of the purchaser thereof only against payment therefor in immediately available funds. In the event that the purchaser of Senior Notes fails to accept delivery of such Senior Notes or fails to make payment in full therefor on the Closing Time, the applicable Placement Agent shall promptly notify the Company and return such Senior Notes to the Company. If such Placement Agent has theretofore paid the Company for such Senior Notes, the Company shall promptly return the related funds to such Placement Agent and shall reimburse such Placement Agent on an equitable basis for its loss of the use of funds for the period such funds were credited to the Company's account. The Company acknowledges that the placement of Senior Notes arranged by the Placement Agents for the Company on an agency basis is being conducted by the Placement Agents in reliance upon the representations, warranties, covenants and agreements contained or incorporated by reference herein. The Senior Notes shall have the following terms: Title: 5.261% Senior Notes due 2007 Principal amount to be issued: $50,000,000.00 Current ratings: Moody's Investors Service, Inc.: Baa2(-); Standard & Poor's Corporation: BBB; Fitch, Inc.: BBB. Interest Rate: 5.261% per annum Interest Payment Date(s): Each May 30 and November 30, commencing May 30, 2003. Record Dates: The close of business on the 15/th/ calendar day preceding the particular Interest Payment Date. Maturity Date: November 30, 2007 Redemption provisions: The Senior Notes 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 Senior Notes being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount, if any, with respect to those Senior Notes, as more fully described in the Prospectus Supplement relating to the Senior Notes dated November 15, 2002. Sinking fund requirements: None Delayed Delivery Contracts: Not authorized Form: Global Note through the facilities of The Depository Trust Company (in the United States), for the accounts of its participants, including Clearstream Banking societe anonyme or Euroclear Bank S.A./N.V., as operator of the Euroclear System. Listing: None Closing Time and Location: November 20, 2002, 10:00 a.m., New York City time, at the offices of Clifford Chance US LLP, 200 Park Avenue, New York, New York 10166. Additional Covenants of the Company. The Company hereby authorizes and directs the Placement Agents to deliver a copy of the Prospectus to each purchaser of Pass-Through Certificates (the "Certificates") issued under the Trust Agreement, dated as of November 20, 2002 (the "Trust Agreement"), among Core Bond Products LLC, as depositor (the "Depositor"), Banc of America Securities LLC, as administrative agent, and The Bank of New York, as trustee (the "Certificates Trustee"). Furthermore, each of the Company and the Placement Agents (i) acknowledges that the Certificates Trustee has assigned to purchasers and subsequent holders of the Certificates its rights against the Company and such Placement Agent under U.S. federal and state securities laws with respect to its purchase of the Senior Notes and (ii) agrees not to contest the enforceability of such assignment. In addition to the covenants of the Company set forth in the Basic Provisions, the Company represents, covenants and agrees with the Placement Agents that notwithstanding anything contained in the Basic Provisions to the contrary, nothing expressed herein or in the Basic Provisions is intended or shall be construed to give any entity or other person any legal or equitable right, remedy or claim hereunder or in respect hereof or any provision herein or therein contained, other than the parties hereto and their respective successors and the controlling persons, officer and directors referred to in Section 6(e) of the Basic Provisions and their heirs and legal representatives; provided, however; that the Company covenants and agrees that Core Bond Products LLC, as depositor in respect of the Trust and The Bank of New York, as trustee (on behalf of holders and beneficial owners of Trust certificates) in respect of the Trust, are third party beneficiaries of the Company's obligation to accept in whole each offer to purchase Senior Notes at a price at least equal to 100% of the principal amount thereof that a Placement Agent orally communicates to the Company, not to exceed $50,000,000.00 aggregate principal amount of Senior Notes. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Placement Agents shall be directed to: Banc of America Securities LLC Bank of America Corporate Center 100 North Tryon Street, 8th Floor Charlotte, North Carolina 28255 Attention: Transaction Management Facsimile: (704) 388-9939 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Attention: Investment Grade Syndicate Desk, 8th Floor Facsimile: (212) 834-6081 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, CARRAMERICA REALTY CORPORATION By: /s/ Thomas A. Carr ---------------------------------- Name: Thomas A. Carr Title: CEO CARRAMERICA REALTY, L.P. By: CarrAmerica Realty, G.P. Holdings, Inc., its General Partner By: /s/ Thomas A. Carr ---------------------------------- Name: Thomas A. Carr Title: CEO CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC, as Placement Agent By: /s/ Lily Chang --------------------------------- Name: Lily Chang Title: Principal J.P. MORGAN SECURITIES INC., as Placement Agent By: /s/ Maria Sramek --------------------------------- Name: Maria Sramek Title: Vice President FLEET SECURITIES, INC., as Placement Agent By: /s/ John Crees --------------------------------- Name: John Crees Title: Managing Director HSBC SECURITIES (USA) INC., as Placement Agent By: /s/ James Brucia --------------------------------- Name: James Brucia Title: MD WACHOVIA SECURITIES, INC., as Placement Agent By: /s/ Keith J. Mauney --------------------------------- Name: Keith J. Mauney Title: Managing Director EX-4.2 4 dex42.txt EXHIBIT 4.2 Exhibit 4.2 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE. Registered No.___ $50,000,000 CUSIP No. 144418 AL 4 CARRAMERICA REALTY CORPORATION FORM OF 5.261% SENIOR NOTE DUE 2007 CARRAMERICA REALTY CORPORATION, a corporation duly organized and existing under the laws of the State of Maryland (herein referred to as the "Company" which term shall include any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, upon presentation, the principal sum of Fifty Million Dollars on November 30, 2007 and to pay interest on the outstanding principal amount thereon from November 20, 2002 or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 30 and November 30 in each year, commencing May 30, 2003, at the rate of 5.261% per annum, until the entire principal hereof is paid or made available for payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the office or agency maintained for that purpose in the City of New York, New York, or elsewhere as provided in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payments of principal and interest on the Notes (other than payments of principal and interest due at Maturity) may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notes of this series are one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued and to be issued in one or more series under an Indenture, dated as of January 11, 2002 (the "Indenture"), among the Company, CarrAmerica Realty, L.P., as guarantor (herein called the "Guarantor"), and U.S. Bank National Association, as trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are authenticated and delivered. This Note is one of the series designated therein. Notes of this series may be redeemed at any time at the option of the Company, in whole or in part, in accordance with the terms of Article Eleven of the Indenture, at a redemption price equal to the sum of (i) the principal amount of the Notes being redeemed plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to such Notes. As used herein, "Make-Whole Amount" means, in connection with any optional redemption, the excess, if any, of (i) the aggregate present value as of the date of the redemption of each dollar of principal being redeemed and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of the dollar if the redemption had not been 2 made, determined by discounting, on a semi-annual basis, the principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date the notice of redemption is given) from the respective dates on which the principal and interest would have been payable if the redemption had not been made, over (ii) the aggregate principal amount of the Notes being redeemed or paid. "Reinvestment Rate" means 0.30% plus the arithmetic mean of the yields under the headings "Week Ending" published in the most recent Statistical Release under the caption "Treasury Constant Maturities" for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the Notes, as of the payment date of the principal being redeemed. If no maturity exactly corresponds to the maturity, yields for the two published maturities most closely corresponding to the maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from those yields on a straight-line basis, rounding each of the relevant periods to the nearest month. For purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. "Statistical Release" means the statistical release designated "H.15(519)" or any successor publication which is published weekly by the Federal Reserve System and which establishes yields on actively traded United states government securities adjusted to constant maturities or, if the statistical release is not published at the time of any determination of the Make-Whole Amount, then such other reasonably comparable index which shall be designated by the Company. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth in the Indenture, which provisions apply to this Note. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of 3 this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes of each series of Notes then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair (i) the obligation of the Company, which is absolute and unconditional, to pay the principal of (and Make-Whole Amount, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed, or (ii) the obligations of the Guarantor, which are unconditional, in respect of the Guaranteed Obligations. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any Place of Payment where the principal of (and Make-Whole Amount, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes of this series are issuable only in registered form in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. 4 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Note, or because of any indebtedness evidenced hereby or thereby, shall be had against any promoter, as such, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Note by the Holder thereof and as part of the consideration for the issue of the Notes of this series. All capitalized terms used but not otherwise defined in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused a "CUSIP" number to be printed on the Notes of this series as a convenience to the Holders of such Notes. No representation is made as to the correctness or accuracy of such CUSIP number as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, CARRAMERICA REALTY CORPORATION has caused this instrument to be duly executed under its corporate seal. Dated: November __, 2002 CARRAMERICA REALTY CORPORATION By:_________________________________ Name: Title: [Corporate Seal] Attest: ________________________ CARRAMERICA REALTY, L.P., as Guarantor By: CARRAMERICA REALTY GP HOLDINGS, INC., as General Partner By______________________________ Name: Title: [Corporate Seal] Attest: ________________________ 6 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee By:______________________________ Name: Title: 7 ________________________________ ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------- - --------------------------------- - -------------------------------------------- (Please Print or Typewrite Name and Address including Zip Code of Assignee) - -------------------------------------------- the within Note of CarrAmerica Realty Corporation and hereby does irrevocably constitute and appoint - ----------------------------- Attorney to transfer said Note on the books of the within-named Company with full power of substitution in the premises. Dated:-------- ----------------------- ------------------------ NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever. ____________________________________________ 8 EX-4.3 5 dex43.txt EXHIBIT 4.3 Exhibit 4.3 GUARANTEE CarrAmerica Realty, L.P., a Delaware limited partnership (herein referred to as the "Guarantor," which term includes any successor Guarantor under the Indenture dated as of January 11, 2002 (the "Indenture") between CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank 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 5.261% Senior Notes due 2007 (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 Company to the Holders (as defined in the Indenture) or the Trustee under the Indenture or the Notes will be promptly paid in full, all in accordance with the terms set forth in the Indenture and Notes; and (b) in case of any extension of time of payment or renewal of the Notes or of any such other obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, (ii) has agreed to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this guarantee; provided, however, that this guarantee is limited as to the Guarantor to the extent necessary not to constitute a fraudulent conveyance or fraudulent transfer. No stockholder, officer, director, or incorporator, as such, past, present or future, of any Guarantor shall have any personal liability under this guarantee by reason of his or its status as such stockholder, officer, director or incorporator. This guarantee shall be binding upon the undersigned and, to the extent provided in the Indenture, its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly executed by its authorized officer. Dated: November 20, 2002 CARRAMERICA REALTY, L.P. By: CarrAmerica Realty GP Holdings, Inc., as its general partner By: /s/ Thomas A. Carr --------------------------------- Name: Thomas A. Carr Title: Chief Executive Officer EX-5.1 6 dex51.txt EXHIBIT 5.1 Exhibit 5.1 HOGAN & HARTSON L.L.P. COLUMBIA SQUARE 555 Thirteenth Street, N.W. Washington, D.C. 20004-1109 TEL (202) 637-5600 FAX (202) 637-5910 November 20, 2002 CarrAmerica Realty Corporation CarrAmerica Realty L.P. 1850 K Street, N.W., Suite 500 Washington, D.C. 20006 Ladies and Gentlemen: We are acting as counsel to CarrAmerica Realty Corporation, a Maryland corporation (the "Company"), and CarrAmerica Realty, L.P., a Delaware limited partnership ("CARLP" and, together with the Company, the "Issuers"), in connection with the Issuers' registration statement on Form S-3 (File No. 333-53751), as amended (the "Registration Statement"), filed with the Securities and Exchange Commission relating to the proposed public offering of up to $50,000,000 aggregate principal amount of the Company's 5.261% Senior Notes due 2007 (the "Notes"). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration Statement. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of the Registration Statement. 2. Executed copy of the Indenture, dated as of January 11, 2002, among the Company, CARLP (as guarantor) and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by that certain officers' certificate, dated as of November 20, 2002, issued pursuant to Section 301 of the Indenture setting forth the terms of the Notes (collectively, the "Indenture"). 3. Specimen copy of the Notes. 4. Executed copy of the Guarantee of the Notes by CARLP (the "Guarantee"). 5. Articles of Amendment and Restated of Articles of Incorporation of the Company, as amended, as certified by the State Department of Assessments and Taxation of the State of Maryland on November 12, 2002, and as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect. 6. Second Amendment and Restatement of the Company's By-Laws, as amended, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect. 7. Certificate of Limited Partnership of CARLP, as amended, as certified by the Secretary of State of the State of Delaware on November 8, 2002, and as certified by the Secretary of CarrAmerica Realty GP Holdings, Inc. ("GP Holdings"), the general partner of CARLP, on the date hereof as being complete, accurate and in effect. 8. Third Amended and Restated Agreement of Limited Partnership of CARLP, as amended, as certified by the Secretary of GP Holdings on the date hereof as being complete, accurate and in effect. 9. Certificate of Incorporation of GP Holdings, as certified by the Secretary of State of the State of Delaware on November 8, 2002, and as certified by the Secretary of GP Holdings on the date hereof as being complete, accurate and in effect. 10. By-Laws of GP Holdings, as certified by the Secretary of GP Holdings on the date hereof as being complete, accurate and in effect. 11. Executed copy of the Underwriting Agreement, dated as of January 8, 2002 (the "Underwriting Agreement"), by and among the Company and J.P. Morgan Securities Inc. ("J.P. Morgan"). 12. Executed copy of the Terms Agreement, dated as of November 15, 2002, by and among the Company, CARLP, as guarantor, Banc of America Securities LLC, J.P. Morgan, Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc., which incorporates by reference the Underwriting Agreement in its entirety, relating to the sale of the Notes. 13. Certain resolutions of the Board of Directors of the Company adopted at meetings held on April 15, 1998 and November 7, 2002, and of the Pricing Committee of the Board of Directors of the Company adopted by unanimous consent dated November 15, 2002, relating to the sale and authorization of the Notes by the Company and arrangements in connection therewith, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect. 14. Certain resolutions of the Board of Directors of GP Holdings adopted by unanimous consent dated November 15, 2002, relating to the authorization of the Guarantee and arrangements in connection therewith, as certified by the Secretary of GP Holdings on the date hereof as being complete, accurate and in effect. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing. For the purposes of this opinion letter, we have assumed that (i) the Trustee has all requisite power and authority under all applicable laws, regulations and governing documents to execute, deliver and perform its obligations under the Indenture, (ii) the Trustee has duly authorized, executed and delivered the Indenture, (iii) the Trustee is validly existing and in good standing in all necessary jurisdictions, (iv) the Indenture constitutes a valid and binding obligation, enforceable against the Trustee in accordance with its terms, and (v) there has been no material mutual mistake of fact or misunderstanding or fraud, duress or undue influence, in connection with the negotiation, execution or delivery of the Indenture. This opinion letter is based as to matters of law solely on (i) the Maryland General Corporation Law, as amended, (ii) the Delaware Revised Uniform Limited Partnership Act, as amended, and (iii) New York contract law (but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision of the State of New York). We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. As used herein, the term (i) "Maryland General Corporation Law, as amended," includes the statutory provisions contained therein, all applicable provisions of the Maryland Constitution and reported judicial decisions interpreting these laws and (ii) "Delaware Revised Uniform Limited Partnership Act, as amended," includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. Based upon, subject to and limited by the foregoing, assuming due execution and delivery of the Notes and the Indenture, we are of the opinion that, following execution, authentication and delivery of the Notes and the Guarantee in accordance with the Indenture, the Notes will be binding obligations of the Company, and the Guarantee will be a binding obligation of CARLP, both enforceable in accordance with their terms. The opinion expressed above with respect to the enforceability of the Notes and the Guarantee, respectively, (i) are each subject to the exception that enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfer and preferential transfers), and (b) the exercise of judicial discretion and the application of principles of equity including, without limitation, requirements of good faith, fair dealing, conscionability and materiality (regardless of whether such agreement is considered in a proceeding in equity or at law) and (ii) shall be understood to mean only that if there is a default in performance of an obligation, (a) if a failure to pay or other damage can be shown and (b) if the defaulting party can be brought into a court which will hear the case and apply the governing law, then, subject to the availability of defenses, and to the exceptions set forth in the immediately preceding clause (i), the court will provide a money damage (or perhaps an injunctive or specific performance) remedy. This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. * * * * * We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus Supplement dated November 15, 2002 constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, /s/ HOGAN & HARTSON L.L.P. HOGAN & HARTSON L.L.P. EX-8.1 7 dex81.txt EXHIBIT 8.1 Exhibit 8.1 HOGAN & HARTSON L.L.P. COLUMBIA SQUARE 555 Thirteenth Street, N.W. Washington, D.C. 20004-1109 TEL (202) 637-5600 FAX (202) 637-5910 November 20, 2002 CarrAmerica Realty Corporation 1850 K Street, N.W. Washington, DC 20006 Ladies and Gentlemen: We have acted as counsel to CarrAmerica Realty Corporation, a Maryland corporation (the "Company"), and CarrAmerica Realty, L.P., a Delaware limited partnership (the "Partnership"), in connection with the issuance and sale by the Company of $50,000,000 aggregate principal amount of the Company's 5.261% Senior Notes due 2007, and the guarantee by the Partnership as to payment of principal, interest and premium, if any, as described more fully in the prospectus supplement of the Company dated November 15, 2002, (the "Prospectus Supplement") to the prospectus of the Company dated January 8, 2002 (the "Prospectus"). This opinion letter is furnished to you to be filed with the Securities and Exchange Commission as Exhibit 8.1 to the registration statement on Form S-3 (the "Registration Statement") that contains the Prospectus. Basis for Opinions The opinions set forth in this letter are based on relevant current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations thereunder (including proposed and temporary Treasury regulations), and interpretations of the foregoing as expressed in court decisions, legislative history, and administrative determinations of the Internal Revenue Service (the "IRS") (including its practices and policies in issuing private letter rulings, which are not binding on the IRS, except with respect to a taxpayer that receives such a CarrAmerica Realty Corporation November 20, 2002 Page 2 of 7 ruling), all as of the date hereof. These provisions and interpretations are subject to changes (which may apply retroactively) that might result in material modifications of our opinions. Our opinions do not foreclose the possibility of a contrary determination by the IRS or a court of competent jurisdiction, or of a contrary position by the IRS or the Treasury Department in regulations or rulings issued in the future. In this regard, although we believe that our opinions set forth herein will be sustained if challenged, an opinion of counsel with respect to an issue is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS. In rendering the following opinions, we have examined such statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinions, including (but not limited to) the following: (1) the Prospectus and the Prospectus Supplement; (2) the Articles of Amendment and Restatement of Articles of Incorporation of the Company, dated as of May 15, 2002, as amended through the date hereof; (3) the partnership agreements of Carr Realty, L.P., Carr Real Estate Services Partnership, and CarrAmerica Realty L.P. and the form of partnership agreement or limited liability company operating agreement, as applicable, used to organize and operate the partnerships and limited liability companies in which the Company owns an interest (the entities referred to in this clause 3 are collectively referred to as the "Partnership Subsidiaries'); and (4) the organizational documents and stock ownership records of certain corporations in which the Company owns (or, in the past, has owned) an interest, including CarrAmerica Development, Inc., Carr Real Estate Services, Inc., CarrAmerica Realty Services, Inc., Carr Redmond Corporation, Carr Parkway North I Corporation, CarrAmerica Realty GP Holdings, Inc., CarrAmerica Realty LP Holdings, Inc., HQ Global Workplaces Inc. (formerly known as OmniOffices, Inc.), OmniOffices (UK) Limited, OmniOffices (Lux) 1929 Holding Company, CARC Sixth Street GP Holdings, Inc., CARC Sixth Street LP Holdings, Inc., BroadBand Office, Inc., Essention, Inc., V Technologies International Corporation (also known as AgilQuest) and CarrAmerica Realty Properties, Inc. (collectively, the "Corporate Affiliates" and, together with the Partnership Subsidiaries and the Company, the "Group Entities"). In addition, we have reviewed the Purchase and Sale Agreement, dated as of November 15, 2001, by and between the Company, Security Capital Group Incorporated and Security Capital Office Business Trust and have assumed, for purposes of our opinions, the accuracy of the facts, representations and warranties set forth therein. The opinions set CarrAmerica Realty Corporation November 20, 2002 Page 3 of 7 forth in this letter also are premised on certain written representations of the Company contained in a letter to us dated November 20, 2002 (the "Management Representation Letter"). We have made such legal and factual inquiries, including an examination of the documents set forth above, including the Prospectus, the Prospectus Supplement, and the Management Representation Letter, as we have deemed necessary or appropriate for purposes of rendering our opinion. For purposes of rendering our opinions, however, we have not made an independent investigation or audit of the facts set forth in the above referenced documents, including the Prospectus, the Prospectus Supplement, and the Management Representation Letter. We consequently have relied upon the representations in the Management Representation Letter that the information presented in such documents or otherwise furnished to us is accurate and have assumed that the information presented in such documents or otherwise furnished to us is accurate and complete in all material respects. We are not aware, however, of any material facts or circumstances contrary to, or inconsistent with, the representations we have relied upon as described herein or other assumptions set forth herein. Finally, our opinion is limited to the tax matters specifically covered herein, and we have not addressed, nor have we been asked to address, any other tax matters relevant to the Company. In connection with our opinion, we have assumed, with your consent: (1) that all of the representations and statements set forth in the documents (including, without limitation, the Management Representation Letter) we reviewed are true and correct, and all of the obligations imposed by any such documents on the parties thereto, including obligations imposed under the Company's articles of incorporation, have been and will be performed or satisfied in accordance with their terms; (2) the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of documents submitted to us as copies, and the authenticity of the originals from which any copies were made; (3) that each of the Group Entities has been and will continue to be operated in the manner described in the relevant partnership agreement, articles CarrAmerica Realty Corporation November 20, 2002 Page 4 of 7 (or certificate) of incorporation or other organizational documents and in the Prospectus and Management Representation Letter; (4) that the Company is a validly organized and duly incorporated corporation under the laws of the State of Maryland, each Corporate Affiliate is a validly organized and duly incorporated corporation under the laws of the state or country in which it is purported to be organized, and each of the Partnership Subsidiaries is a duly organized and validly existing partnership or limited liability company, as the case may be, under the applicable laws of the state in which it is purported to be organized. Opinions Based upon, subject to, and limited by the assumptions and qualifications set forth herein, including, without limitation, the discussion in the next three paragraphs below, we are of the opinion that: 1. the Company has been organized and has operated in conformity with the requirements for qualification as a real estate investment trust ("REIT") under the Code for its taxable years ended December 31, 1993, through December 31, 2001, and the Company's current and proposed method of operation (as described in the Management Representation Letter and in the Prospectus (including the documents incorporated by reference into and made part of the Prospectus)) will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code; and 2. the portions of the discussion in the Company's report on Form 8-K that was filed with the Securities and Exchange Commission on April 19, 2002, under the caption "Federal Income Tax Considerations" (which is incorporated by reference into and made part of the Prospectus Supplement) that describe applicable U.S. federal income tax law are correct in all material respects as of the date hereof. To qualify as a REIT, the Company must derive at least 95% of its gross income from certain specified sources, including "rents from real property." Income from a particular property will not qualify as "rents from real property" if CarrAmerica Realty Corporation November 20, 2002 Page 5 of 7 the REIT derives "impermissible tenant service income" from the property in an amount that exceeds 1% of the total income derived by the REIT from that property. A REIT will be considered to derive impermissible tenant service income if it provides to tenants of a property services that are provided primarily for the convenience of tenants, except to the extent that the services are provided by a qualifying independent contractor or through a taxable REIT subsidiary. If a service is not customarily provided by landlords to tenants of similar buildings in the relevant geographic area, a service provider will be a qualifying independent contractor only if, among other things, the REIT does not bear any expenses related to the service provided. On the other hand, if a service that is primarily for the convenience of the tenants is customarily provided by landlords to tenants of similar buildings in the relevant geographic area, a service provider will be a qualifying independent contractor even where the REIT bears the expenses related to the service. At some of its properties, the Company has entered into arrangements with third party contractors under which the third party contractors operate food service facilities and the Company bears part or all of the expenses incurred in connection with the operation of those facilities. The Company has represented in the Management Representation Letter that with respect to certain key properties where it has entered into the arrangements described above, it is (and has been during all relevant periods) customary for tenants of similar buildings in the applicable geographic areas to be provided with food service facilities by landlords. Although the Internal Revenue Service has issued several private letter rulings to taxpayers (including one that was issued to the Company in 1993) approving similar economic arrangements in other arguably analogous areas, such as parking, where it has agreed that the provision of such facilities by landlords was customary, the Internal Revenue Service has not published any such rulings with respect to food service facilities. (Private letter rulings are binding on the Internal Revenue Service only with respect to the taxpayer to which the letter ruling is issued and only with respect to the facts addressed in that letter.) In 1998, the Company requested a private letter ruling from the Internal Revenue Service with respect to a proposed national arrangement with a third-party contractor to operate food service facilities at the Company's properties across the country (including several of those described above), on terms similar to the arrangements described above. The Internal Revenue Service initially indicated that it was not inclined to issue that ruling, but it then agreed to issue a different ruling related to below-market CarrAmerica Realty Corporation November 20, 2002 Page 6 of 7 leases to food service operators. Accordingly, the Company withdrew its initial request. The Company has determined, based on surveys it has conducted, that the relevant facts (including substantial facts that support this position that were not developed and provided to the IRS as part of the private letter ruling request process in 1998) enable it to make the representation described above. There can be no assurance, however, that the Company's position would be upheld by a court in the event that the IRS were to challenge the Company's position. If the IRS were to challenge the Company's determination and a court were to determine that the food service facilities were not customary, the Company would have impermissible tenant service income because the third-party providers would not qualify as independent contractors as a result of the expense-bearing arrangements. At some properties where the food service facilities are located, the amount of any resulting impermissible tenant service income likely would exceed the 1% limit described above for certain years, depending upon the actual facts with respect to the relevant properties. Moreover, depending upon which properties were determined to have impermissible tenant service income in excess of the 1% limit, the Company could fail to satisfy the 95% gross income test for the years 1999, 2000, and possibly 2001. In that event, the IRS could assert that the Company fails to qualify as a REIT for one or more of those years, although the IRS also could agree, if the Company could so demonstrate, that any failure to meet the 95% income test was due to reasonable cause and not willful neglect, in which event the Company would continue to qualify as a REIT for the years in question. If the reasonable cause exception applied and the Company were not disqualified as a REIT, it would be required to pay some taxes based on the amount of its income that did not qualify for the 95% income test. We assume no obligation to advise you of any changes in our opinions or of any new developments in the application or interpretation of the federal income tax laws subsequent to the date of this opinion letter. The Company's qualification and taxation as a REIT depend upon the Company's ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of its gross income, the composition of its assets, the level of its distributions to stockholders, and the diversity of its stock ownership. We will not review the Company's compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the operations of the Company, CarrAmerica Realty Corporation November 20, 2002 Page 7 of 7 Carr Realty, L.P., CARLP and the other Group Entities, the sources of their income, the nature of their assets, the level of the Company's distributions to its stockholders and the diversity of the Company's stock ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT. This opinion letter has been prepared solely for your use in connection with the Registration Statement and speaks only as of the date hereof. This opinion may not be relied upon by you or any other person other than in connection with the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement. In giving this consent, however, we do not admit thereby that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, /s/ HOGAN & HARTSON L.L.P. HOGAN & HARTSON L.L.P. EX-12.1 8 dex121.txt EXHIBIT 12.1 Exhibit 12.1 Computation of Ratios CarrAmerica Realty Corporation
Calculation of Earnings: - ------------------------ Nine Months Year Ended December 31, Ended ---------------------------------------- 09/30/02 2001 2000 1999 1998 1997 -------- ---- ---- ---- ---- ---- Income from Continuing Operations before income taxes, minority interest, and gain on sale of assets and other provisions, net (as filed) 64,769 86,866 130,330 114,639 97,891 81,593 Discontinued operations - Commons @ Los Colinas - (7,208) (5,629) (3,832) (1,037) - Less: Equity in earnings (5,889) (9,322) (7,596) (5,167) 5,282 (655) Add: Gain on sale of assets and other provisions, pre-tax 9,057 2,964 55,047 55,453 47,701 5,420 ------------------------------------------------------- Pre-tax income from continuing ops. Before adjustment for minority interest and income from equity investees 67,937 73,300 172,152 161,093 149,837 86,358 Additions: Fixed Charges Interest Expense 73,139 82,547 98,348 89,057 71,419 51,528 Capitalized Interest 2,486 6,221 12,367 26,485 30,482 12,571 Deferred Financing Costs 434 1,069 1,841 1,915 1,911 2,138 ------------------------------------------------------- 76,059 89,837 112,556 117,457 103,812 66,237 Amortization of Cap'd Int (1) 1,749 2,270 2,114 1,805 1,143 381 Distributed income of equity investees (2) 5,889 9,322 7,596 5,167 (5,282) 655 Subtractions: Capitalized Interest (2,486) (6,221) (12,367) (26,485) (30,482) (12,571) ------------------------------------------------------- Adjusted Earnings 149,148 168,508 282,051 259,037 219,028 141,060 ------------------------------------------------------- Fixed Charges (from above) 76,059 89,837 112,556 117,457 103,812 66,237 Preferred Stock Dividends 24,483 34,705 35,206 35,448 35,571 10,991 Ratio of Earnings to Fixed Charges 1.96 1.88 2.51 2.21 2.11 2.13 Ratio of Earnings to Fixed Charges 1.48 1.35 1.91 1.69 1.57 1.83 and Preferred Stock Dividends
CarrAmerica Realty, L.P.
Calculation of Earnings: ------------------------ Nine Months Year Ended December 31, Ended -------------------------------------- 9/30/2002 2001 2000 1999 1998 1997 --------- ---- ---- ---- ---- ---- Income from Continuing Operations before income taxes, minority interest and gain on sale of assets and other provisions, net (as filed) 14,033 19,960 21,950 28,010 24,679 11,626 Discontinued operations - (8,026) (6,498) (4,727) (1,893) (467) Less: Equity in earnings (2,654) (3,653) (1,251) (8) - - Add: Gain on sale of assets and other provisions, pre-tax (1,009) (7,435) 24,921 3,804 8,190 5,067 ----------------------------------------------------- Pre-tax income from continuing ops. Before adj. For MI and income from equity investees 10,370 846 39,122 27,079 30,976 16,226 Additions: Fixed Charges Interest Expense 11,533 19,185 27,567 20,545 16,508 6,792 Capitalized Interest 196 761 2,341 5,177 4,894 2,909 Amortized discounts or premium on debt - - - - - - Deferred Financing Costs 41 54 54 54 14 - ----------------------------------------------------- 11,770 20,000 29,962 25,776 21,416 9,701 Amortization of Cap'd Int (3) 313 413 394 335 206 84 Distributed income of equity investees (4) 2,654 3,653 1,251 8 - - Subtractions: Capitalized Interest (196) (761) (2,341) (5,177) (4,894) (2,909) ----------------------------------------------------- Adjusted Earnings 24,911 24,151 68,388 48,021 47,704 23,102 ----------------------------------------------------- Fixed Charges (from above) 11,770 20,000 29,962 25,776 21,416 9,701 Preferred Stock Dividends - - - - - - Ratio of Earnings to Fixed Charges 2.12 1.21 2.28 1.86 2.23 2.38 Ratio of Earnings to Fixed Charges 2.12 1.21 2.28 1.86 2.23 2.38 and Preferred Stock Dividends
(1) Represents an estimate of capitalized interest costs based on the Company's established depreciation policy and an analysis of interest costs capitalized since 1996 (the year in which CarrAmerica began significant development activity). (2) Represents an estimate of distributed income. Amount is based upon equity in earnings for each period due to the fact that distributions per the cash flow exceeded equity in earnings for each period. (3) Represents an estimate of capitalized interest costs based on the Partnership's established depreciation policy and an analysis of interest costs capitalized since 1996 (the year in which the Company began significant development activity). (4) Represents an estimate of distributed income. Amount is based upon equity in earnings for each period due to the fact that distributions per the cash flow exceeded equity in earnings for each period. -----END PRIVACY-ENHANCED MESSAGE-----