0001104659-10-054520 Sample Contracts

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 29th, 2010 • Corporate Office Properties Trust • Real estate investment trusts • Maryland

This Second Amendment to Employment Agreement (“Amendment”) is made and entered into as of September 16, 2010, by and between CORPORATE OFFICE PROPERTIES, L.P. (the “Employer”), CORPORATE OFFICE PROPERTIES TRUST (“COPT”) and STEPHEN E. RIFFEE (the “Executive”).

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CONSTRUCTION LOAN AGREEMENT Dated as of May 2, 2008 by and among CORPORATE OFFICE PROPERTIES, L.P.,
Pledge Agreement • October 29th, 2010 • Corporate Office Properties Trust • Real estate investment trusts • New York

THIS CONSTRUCTION LOAN AGREEMENT (this “Agreement”) dated as of May 2, 2008 by and among CORPORATE OFFICE PROPERTIES, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), CORPORATE OFFICE PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5., KEYBANC CAPITAL MARKETS, INC., as Arranger (the “Arranger”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent (the “Syndication Agent”), and MANUFACTURERS AND TRADERS TRUST COMPANY, as Documentation Agent (the “Documentation Agent”).

INDEMNITY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT by and between AIRPORT SQUARE II, LLC AIRPORT SQUARE IV, LLC AIRPORT SQUARE V, LLC AIRPORT SQUARE X, LLC AIRPORT SQUARE XI, LLC AIRPORT SQUARE XIII, LLC AIRPORT SQUARE XIV,...
And Security Agreement • October 29th, 2010 • Corporate Office Properties Trust • Real estate investment trusts • Maryland

THIS INDEMNITY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “DEED OF TRUST”) made this 30 day of September, 1999, by Airport Square II, LLC, Airport Square IV, LLC, Airport Square V, LLC, Airport Square X, LLC, Airport Square XI, LLC, Airport Square XIII, LLC, Airport Square XIV, LLC, Airport Square XIX, LLC, Airport Square XX, LLC, Airport Square XXI, LLC, Tech Park I, LLC, Tech Park II, LLC, and Tech Park IV, LLC (collectively, “GRANTOR”), each, a Maryland limited liability company, having their principal place of business at 8815 Centre Park Drive, Suite 400, Columbia, Maryland 21045 to WILLIAM H. GOEBEL and MATTHEW T. MURPHY having an office at c/o 730 Third Avenue, New York, New York 1007 (“TRUSTEES”), for the benefit of TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (“LENDER”), a New York corporation, having an address at 730 Third Avenue, New York, New York l0017.

PURCHASE AND SALE AGREEMENT OF OWNERSHIP INTERESTS IN NPI ENTITIES
Operating Agreement • October 29th, 2010 • Corporate Office Properties Trust • Real estate investment trusts

THIS PURCHASE AND SALE AGREEMENT is made this 21st day of December, 2006, by and between Nottingham Properties, Inc., a Maryland corporation (“Seller”), and Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”).

PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 21, 2006 BY AND AMONG CORPORATE OFFICE PROPERTIES TRUST, CORPORATE OFFICE PROPERTIES, L.P., W&M BUSINESS TRUST, AND NOTTINGHAM VILLAGE, INC.
Registration Rights Agreement • October 29th, 2010 • Corporate Office Properties Trust • Real estate investment trusts • Maryland

PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2006 (this “Agreement”), among Corporate Office Properties Trust, a Maryland real estate investment trust (“Acquiror”), Corporate Office Properties, L.P., a Delaware limited partnership (“Acquiror OP”), W&M Business Trust, a Maryland business trust (“Merger Subsidiary”), and Nottingham Village, Inc. (“Target”), a Maryland corporation.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 1, 2007 by and among CORPORATE OFFICE PROPERTIES, L.P.,
Credit Agreement • October 29th, 2010 • Corporate Office Properties Trust • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 1, 2007 by and among CORPORATE OFFICE PROPERTIES, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), CORPORATE OFFICE PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5., each of KEYBANC CAPITAL MARKETS and WACHOVIA CAPITAL MARKETS, LLC, as a Co-Lead Arranger (each a “Co-Lead Arranger”), KEYBANK NATIONAL ASSOCIATION, as Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), and each of BANK OF AMERICA, N.A., MANUFACTURERS AND TRADERS TRUST COMPANY, and CITIZENS BANK OF PENNSYLVANIA, as a Documentation Agent (each a “Documentation Agent”).

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