0001104659-03-005147 Sample Contracts

EMPLOYMENT AGREEMENT ROGER A. WAESCHE, JR.
Employment Agreement • March 27th, 2003 • Corporate Office Properties Trust • Real estate investment trusts • Maryland

This Employment Agreement (this “Agreement”), is made and entered into as of the 12th day of September, 2002, by and between Corporate Office Properties L.P., a Maryland limited liability company (the “Employer”), and Corporate Office Properties Trust, a Maryland business trust (“COPT”), and Roger A. Waesche, Jr. (the “Executive”).

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Tenth Amendment To Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P.
Corporate Office Properties Trust • March 27th, 2003 • Real estate investment trusts

This Tenth Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of December 29, 2001 by the undersigned.

INDEMNITY DEED OF TRUST NOTE
Corporate Office Properties Trust • March 27th, 2003 • Real estate investment trusts • Maryland

FOR VALUE RECEIVED, CORPORATE OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Borrower”), promises to pay to the order of JOLLY KNOLLS, LLC, a Maryland limited liability company (“Lender”; the Lender and any assignee or other lawful owner of this Note being hereinafter called the “Holder”), at its principal office in Columbia, Maryland, or at such other place or to such other party as the holder hereof may from time to time designate, the principal sum of Eighteen Million Four Hundred Thirty-Three Thousand Eighty-Three Dollars and Zero Cents ($18,433,083.00) (the “Principal Sum”), together with interest on the unpaid Principal Sum, on the terms set forth in this Note. Every word or term in this Note that is capitalized for the purpose of indicating a particular meaning and not specifically defined herein has the meaning set forth in the Deed of Trust (hereinafter defined).

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CORPORATE OFFICE PROPERTIES, L.P.
Corporate Office Properties Trust • March 27th, 2003 • Real estate investment trusts

THIS FIFTH AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”) is made and entered into as of January 25, 2001, by and among the undersigned parties.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT
Credit Agreement • March 27th, 2003 • Corporate Office Properties Trust • Real estate investment trusts

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 23, 2002, is entered into by and among CORPORATE OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Borrower”), CORPORATE OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (“COPT”), any Mortgaged Property Subsidiary that is or may become a party to the Credit Agreement (together with Borrower and COPT, the “Loan Parties”), DEUTSCHE BANK TRUST COMPANY AMERICAS (fka Bankers Trust Company) and the other Lenders that are or may become a party to the Credit Agreement (individually, a “Lender” and collectively, the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (fka Bankers Trust Company) as agent for the Lenders (in such capacity, “Agent”).

Fourth Amendment To Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P.
Corporate Office Properties Trust • March 27th, 2003 • Real estate investment trusts

This Fourth Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of November 27, 2000 by the undersigned.

AGREEMENT OF SALE
Agreement of Sale • March 27th, 2003 • Corporate Office Properties Trust • Real estate investment trusts

THIS AGREEMENT OF SALE (this “Agreement”) is made as of this 19th day of December, 2002 (the “Effective Date”), by and between JOLLY KNOLLS, LLC, a Maryland limited liability company (“Seller”), and CORPORATE OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Buyer”).

Seventh Amendment To Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P.
Corporate Office Properties Trust • March 27th, 2003 • Real estate investment trusts

This Seventh Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of August 30, 2001 by the undersigned.

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