CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P. (a Delaware Limited Partnership)

Exhibit 1.2

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.

(a Delaware Limited Partnership)

5.125% Senior Notes due 2011

TERMS AGREEMENT

Dated: August 18, 2004

To:		CarrAmerica Realty Operating Partnership, L.P.
		0000 X Xxxxxx, X.X.
		Xxxxx 000
		Xxxxxxxxxx, X.X. 00000

Attention: Chairman of the Board of Directors

Ladies and Gentlemen:

We (the “Representatives”) understand that CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell $200,000,000 aggregate principal amount of its unsecured debt securities (the “Debt Securities”) (such Debt Securities being collectively hereinafter referred to as the “Underwritten Securities”). CarrAmerica Realty Corporation and CarrAmerica Realty, L.P. (the “Guarantors”) have agreed to guarantee the Underwritten Securities (the “Guarantees”) as to payments of principal, premium, if any, and interest. With respect to the issuance and sale of the Debt Securities and the related Guarantees to the Underwriters, the Guarantors agree to be jointly and severally liable with the Operating Partnership as to the Operating Partnership’s obligations contained in Sections 1, 3, 4, 5 and 6 of the Underwriting Agreement referred to below, as if the Guarantors were originally named as a party thereto. Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Underwritten Securities and accompanying Guarantees (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names at the purchase price set forth below.

Underwriter		Principal Amount of Senior Notes
Banc of America Securities LLC		$	60,000,000
X.X. Xxxxxx Securities Inc.			60,000,000
Citigroup Global Markets Inc.			12,000,000
Xxxxxxx, Sachs & Co.			12,000,000
Xxxxxx Xxxxxxx & Co. Incorporated			12,000,000
UBS Securities LLC			12,000,000
Wachovia Capital Markets, LLC			12,000,000
X.X. Xxxxxxx & Sons, Inc.			2,500,000
BNY Capital Markets, Inc.			2,500,000
Commerzbank Capital Markets Corp.			2,500,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated			2,500,000
Xxxxx Xxxxxxx & Co.			2,500,000
PNC Capital Markets, Inc.			2,500,000
SunTrust Capital Markets, Inc.			2,500,000
Xxxxx Fargo Brokerage Services, LLC			2,500,000
Total		$	200,000,000

The Underwritten Securities shall have the following terms:

Title of Securities: 5.125% Senior Notes due 2011.

Currency: U.S. Dollars.

Principal amount to be issued: $200,000,000

Current ratings: Xxxxx’x Investors Service, Inc.: Baa2 (stable outlook); Standard & Poor’s Corporation: BBB; Fitch, Inc.: BBB.

Interest rate: 5.125%.

Interest payment dates: Each March 1 and September 1, beginning on March 1, 2005.

Stated maturity date: September 1, 2011

Redemption or repayment provisions: The Underwritten Securities may be redeemed at any time at the option of the Operating Partnership, any time in whole or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Underwritten Securities being redeemed plus accrued interest to the redemption date and (ii) the Make-Whole Amount, if any, with respect to such Underwritten Securities.

Make Whole Amount: T+20.

Delayed Delivery Contracts: Not authorized.

Initial public offering price: 99.684%, plus accrued interest, if any, from the date of issuance.

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Purchase price: 99.059% plus accrued interest, if any, from the date of issuance (payable in same-day funds).

Other terms: The Underwritten Securities shall be in the form specified in the Officers’ Certificate of CarrAmerica Realty Corporation, as the general partner of CarrAmerica Realty Operating Partnership, L.P. (including Exhibit B attached thereto) to be dated August 18, 2004, delivered pursuant to Section 301 of the Indenture, dated as of June 23, 2004, among CarrAmerica Realty Operating Partnership, L.P., as Primary Obligor, CarrAmerica Realty Corporation and CarrAmerica Realty, L.P., as Guarantors and U.S. Bank Trust National Association, as Trustee.

Closing date and location: August 23, 2004 at the offices of Xxxxxxxx Chance US LLP, 00 Xxxx 00^xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

All the provisions contained in the document entitled “CarrAmerica Realty Operating Partnership, L.P. — Debt Securities Underwriting Agreement” (the “Underwriting Agreement”) to which this Terms Agreement is attached are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in the Underwriting Agreement are used herein as therein defined.

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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,

BANC OF AMERICA SECURITIES LLC

X.X. XXXXXX SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.

XXXXXXX, XXXXX & CO.

XXXXXX XXXXXXX & CO. INCORPORATED

UBS SECURITES LLC

WACHOVIA CAPITAL MARKETS, LLC

X.X. XXXXXXX & SONS, INC.

BNY CAPITAL MARKETS, INC.

COMMERZBANK CAPITAL MARKETS CORP.

XXXX XXXXX XXXX XXXXXX, INCORPORATED

XXXXX XXXXXXX & CO.

PNC CAPITAL MARKETS, INC.

SUNTRUST CAPITAL MARKETS, INC.

XXXXX FARGO BROKERAGE SERVICES, LLC

By: X.X. Xxxxxx Securities Inc.

/s/    Xxxxx Xxxxxx

Name:    Xxxxx Xxxxxx

Title:      Vice President

Accepted:
CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.
By:		CarrAmerica Realty Corporation, its General Partner
By:		/s/    Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Senior Vice President Capital Markets
CARRAMERICA REALTY CORPORATION, as Guarantor
By:		/s/    Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Senior Vice President Capital Markets
CARRAMERICA REALTY, L.P., as Guarantor
By:		CarrAmerica Realty GP Holdings, LLC, its General Partner
By:		/s/    Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Senior Vice President Capital Markets