Exhibit 10.2


 


EXECUTION COPY


 




 





SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of October 1, 2007


 


by and among


 


CORPORATE OFFICE PROPERTIES, L.P.,


as
Borrower


 


CORPORATE OFFICE PROPERTIES TRUST,


as
Parent,


 


KEYBANC
CAPITAL MARKETS


 


and


 


WACHOVIA
CAPITAL MARKETS, LLC


as Co-Lead Arrangers,


 


KEYBANK
NATIONAL ASSOCIATION,


as
Administrative Agent,


 


WACHOVIA
BANK, NATIONAL ASSOCIATION,


as Syndication Agent,


 


Each
of


BANK
OF AMERICA, N.A.,


MANUFACTURERS
AND TRADERS TRUST COMPANY,


 


and


 


CITIZENS
BANK OF PENNSYLVANIA,


as a Documentation Agent,


 


and


 


THE FINANCIAL INSTITUTIONS INITIALLY SIGNATORY HERETO


AND THEIR ASSIGNEES PURSUANT TO SECTION 12.5.,


as
Lenders


 




 



















 


TABLE OF CONTENTS


	
  Article I. Definitions

  	
  1

  
	
   

  	
   

  
	
  Section 1.1.
  Definitions

  	
  1

  
	
  Section 1.2.
  General; References to Times

  	
  24

  
	
  Section 1.3.
  Financial Attributes of Non-Wholly Owned Subsidiaries

  	
  25

  
	
   

  	
   

  
	
  Article II. Credit Facility

  	
  25

  
	
   

  	
   

  
	
  Section 2.1.
  Revolving Loans

  	
  25

  
	
  Section 2.2.
  Swingline Loans

  	
  26

  
	
  Section 2.3.
  Letters of Credit

  	
  28

  
	
  Section 2.4.
  Rates and Payment of Interest on Loans

  	
  34

  
	
  Section 2.5.
  Number of Interest Periods

  	
  35

  
	
  Section 2.6.
  Repayment of Loans

  	
  35

  
	
  Section 2.7.
  Prepayments

  	
  35

  
	
  Section 2.8.
  Continuation

  	
  36

  
	
  Section 2.9.
  Conversion

  	
  36

  
	
  Section 2.10.
  Notes

  	
  37

  
	
  Section 2.11.
  Voluntary Reductions of the Commitment

  	
  37

  
	
  Section 2.12.
  Extension of Termination Date

  	
  37

  
	
  Section 2.13.
  Expiration or Maturity Date of Letters of Credit Past Termination Date

  	
  38

  
	
  Section 2.14.
  Amount Limitations

  	
  38

  
	
  Section 2.15.
  Increase of Commitments

  	
  38

  
	
   

  	
   

  
	
  Article III. Payments, Fees and Other General
  Provisions

  	
  39

  
	
   

  	
   

  
	
  Section 3.1.
  Payments

  	
  39

  
	
  Section 3.2.
  Pro Rata Treatment

  	
  39

  
	
  Section 3.3.
  Sharing of Payments, Etc

  	
  40

  
	
  Section 3.4.
  Several Obligations

  	
  41

  
	
  Section 3.5.
  Minimum Amounts

  	
  41

  
	
  Section 3.6.
  Fees

  	
  41

  
	
  Section 3.7.
  Computations

  	
  43

  
	
  Section 3.8.
  Usury

  	
  43

  
	
  Section 3.9.
  Agreement Regarding Interest and Charges

  	
  43

  
	
  Section 3.10.
  Statements of Account

  	
  43

  
	
  Section 3.11.
  Defaulting Lenders

  	
  44

  
	
  Section 3.12.
  Taxes

  	
  45

  
	
   

  	
   

  
	
  Article IV. Yield Protection, Etc

  	
  46

  
	
   

  	
   

  
	
  Section 4.1.
  Additional Costs; Capital Adequacy

  	
  46

  
	
  Section 4.2.
  Suspension of LIBOR Loans

  	
  48

  
	
  Section 4.3.
  Illegality

  	
  48

  
	
  Section 4.4.
  Compensation

  	
  48

  
	
  Section 4.5.
  Treatment of Affected Loans

  	
  49

  
	
  Section 4.6.
  Change of Lending Office

  	
  50

  



 


i

















 


 


	
  Section 4.7.
  Assumptions Concerning Funding of LIBOR Loans

  	
  50

  
	
   

  	
   

  
	
  Article V. Conditions Precedent

  	
  50

  
	
   

  	
   

  
	
  Section 5.1.
  Initial Conditions Precedent

  	
  50

  
	
  Section 5.2.
  Conditions Precedent to All Loans and Letters of Credit

  	
  52

  
	
  Section 5.3.
  Conditions as Covenants

  	
  53

  
	
   

  	
   

  
	
  Article VI. Representations and Warranties

  	
  53

  
	
   

  	
   

  
	
  Section 6.1.
  Representations and Warranties

  	
  53

  
	
  Section 6.2.
  Survival of Representations and Warranties, Etc

  	
  59

  
	
   

  	
   

  
	
  Article VII. Affirmative Covenants

  	
  60

  
	
   

  	
   

  
	
  Section 7.1.
  Preservation of Existence and Similar Matters

  	
  60

  
	
  Section 7.2.
  Compliance with Applicable Law and Material Contracts

  	
  60

  
	
  Section 7.3.
  Maintenance of Property

  	
  60

  
	
  Section 7.4.
  Conduct of Business

  	
  60

  
	
  Section 7.5.
  Insurance

  	
  61

  
	
  Section 7.6.
  Payment of Taxes and Claims

  	
  61

  
	
  Section 7.7.
  Visits and Inspections

  	
  61

  
	
  Section 7.8.
  Use of Proceeds; Letters of Credit

  	
  61

  
	
  Section 7.9.
  Environmental Matters

  	
  62

  
	
  Section 7.10.
  Books and Records

  	
  62

  
	
  Section 7.11.
  Further Assurances

  	
  62

  
	
  Section 7.12.
  Guarantors

  	
  62

  
	
  Section 7.13.
  REIT Status

  	
  63

  
	
  Section 7.14.
  Exchange Listing

  	
  63

  
	
   

  	
   

  
	
  Article VIII. Information

  	
  63

  
	
   

  	
   

  
	
  Section 8.1.
  Quarterly Financial Statements

  	
  63

  
	
  Section 8.2.
  Year-End Statements

  	
  64

  
	
  Section 8.3.
  Compliance Certificate

  	
  64

  
	
  Section 8.4.
  Other Information

  	
  64

  
	
   

  	
   

  
	
  Article IX. Negative Covenants

  	
  66

  
	
   

  	
   

  
	
  Section 9.1.
  Financial Covenants

  	
  67

  
	
  Section 9.2.
  Restricted Payments

  	
  67

  
	
  Section 9.3.
  Indebtedness

  	
  67

  
	
  Section 9.4.
  Liens; Negative Pledges; Other Matters

  	
  68

  
	
  Section 9.5.
  Merger, Consolidation, Sales of Assets and Other Arrangements

  	
  68

  
	
  Section 9.6.
  Fiscal Year

  	
  69

  
	
  Section 9.7.
  Modifications to Material Contracts

  	
  69

  
	
  Section 9.8.
  Modifications of Organizational Documents

  	
  69

  
	
  Section 9.9.
  Transactions with Affiliates

  	
  70

  
	
  Section 9.10.
  ERISA Exemptions

  	
  70

  
	
  Section 9.11.
  Foreign Assets Control

  	
  70

  



 


ii

















 


	
  Article X. Default

  	
  70

  
	
   

  	
   

  
	
  Section 10.1.
  Events of Default

  	
  70

  
	
  Section 10.2.
  Remedies Upon Event of Default

  	
  74

  
	
  Section 10.3.
  Remedies Upon Default

  	
  75

  
	
  Section 10.4.
  Allocation of Proceeds

  	
  75

  
	
  Section 10.5.
  Collateral Account

  	
  76

  
	
  Section 10.6.
  Performance by Agent

  	
  76

  
	
  Section 10.7.
  Rights Cumulative

  	
  77

  
	
   

  	
   

  
	
  Article XI. The Agent

  	
  77

  
	
   

  	
   

  
	
  Section 11.1.
  Authorization and Action

  	
  77

  
	
  Section 11.2.
  Agent’s Reliance, Etc

  	
  78

  
	
  Section 11.3.
  Notice of Defaults

  	
  78

  
	
  Section 11.4.
  KeyBank as Lender

  	
  79

  
	
  Section 11.5. Approvals
  of Lenders

  	
  79

  
	
  Section 11.6.
  Lender Credit Decision, Etc

  	
  79

  
	
  Section 11.7.
  Indemnification of Agent

  	
  80

  
	
  Section 11.8.
  Successor Agent

  	
  81

  
	
  Section 11.9.
  Titled Agents

  	
  82

  
	
   

  	
   

  
	
  Article XII. Miscellaneous

  	
  82

  
	
   

  	
   

  
	
  Section 12.1.
  Notices

  	
  82

  
	
  Section 12.2.
  Expenses

  	
  83

  
	
  Section 12.3.
  Setoff

  	
  84

  
	
  Section 12.4.
  Litigation; Jurisdiction; Other Matters; Waivers

  	
  84

  
	
  Section 12.5.
  Successors and Assigns

  	
  85

  
	
  Section 12.6.
  Amendments

  	
  88

  
	
  Section 12.7.
  Nonliability of Agent and Lenders

  	
  90

  
	
  Section 12.8.
  Confidentiality

  	
  90

  
	
  Section 12.9.
  Indemnification

  	
  91

  
	
  Section 12.10.
  Termination; Survival

  	
  93

  
	
  Section 12.11.
  Severability of Provisions

  	
  93

  
	
  Section 12.12.
  GOVERNING LAW

  	
  94

  
	
  Section 12.13.
  Counterparts

  	
  94

  
	
  Section 12.14.
  Obligations with Respect to Loan Parties

  	
  94

  
	
  Section 12.15.
  Limitation of Liability

  	
  94

  
	
  Section 12.16.
  Entire Agreement

  	
  94

  
	
  Section 12.17.
  Construction

  	
  94

  
	
  Section 12.18.
  Patriot Act

  	
  95

  
	
  Section 12.19.
  No Novation

  	
  95

  



 


	
  SCHEDULE I

  	
  Commitments

  
	
  SCHEDULE 1.1(A)

  	
  List of Loan Parties

  
	
  SCHEDULE 6.1.(b)

  	
  Ownership Structure

  



 


iii

















 


	
  SCHEDULE 6.1.(f)

  	
  Title to Properties; Liens

  
	
  SCHEDULE 6.1.(g)

  	
  Indebtedness and Guaranties

  
	
  SCHEDULE 6.1.(h)

  	
  Material Contracts

  
	
  SCHEDULE 6.1.(i)

  	
  Litigation

  
	
  SCHEDULE 6.1.(y)

  	
  Unencumbered Assets

  



 


	
  EXHIBIT A

  	
  Form of Assignment and Acceptance Agreement

  
	
  EXHIBIT B

  	
  Form of Notice of Borrowing

  
	
  EXHIBIT C

  	
  Form of Notice of Continuation

  
	
  EXHIBIT D

  	
  Form of Notice of Conversion

  
	
  EXHIBIT E

  	
  Form of Notice of Swingline Borrowing

  
	
  EXHIBIT F

  	
  Form of Swingline Note

  
	
  EXHIBIT G

  	
  Form of Revolving Note

  
	
  EXHIBIT H

  	
  Form of Opinion of Counsel

  
	
  EXHIBIT I

  	
  Form of Compliance Certificate

  
	
  EXHIBIT J

  	
  Form of Guaranty

  
	
  EXHIBIT K

  	
  Patriot Act and OFAC Form

  



 


iv
















 


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”).


 


WHEREAS, certain of the
Lenders and other financial institutions have made available to the Borrower a
$500,000,000 revolving credit facility on the terms and conditions contained in
that certain Amended and Restated Credit Agreement dated as of June 24, 2005
(as amended and in effect immediately prior to the date hereof, the “Existing
Credit Agreement”) by and among the Borrower, such Lenders, certain other
financial institutions, Wachovia Bank, National Association, as Agent and the
other parties thereto; and


 


WHEREAS, the Agent and
the Lenders desire to amend and restate the terms of the Existing Credit
Agreement to make available to the Borrower a revolving credit facility in the
initial amount of $600,000,000, which will include a $50,000,000 letter of
credit subfacility and a $50,000,000 swingline subfacility, all on the terms
and conditions contained herein.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree that the Existing
Credit Agreement is hereby amended and restated in its entirety as follows:


 


ARTICLE I. 
DEFINITIONS


Section 1.1.  Definitions.


 


In addition to terms
defined elsewhere herein, the following terms shall have the following meanings
for the purposes of this Agreement:


 


“Accession
Agreement” means an Accession Agreement substantially in the form of
Annex I to the Guaranty.


 


“Additional
Costs” has the meaning given that term in Section 4.1.


 


“Adjusted EBITDA” means, for any given period, (a) EBITDA for
such period minus (b) Capital Reserves for such period.


 


“Adjusted LIBOR”
means, with respect to each Interest Period for any LIBOR Loan, the rate
obtained by dividing (a) LIBOR for such Interest Period by (b) a
percentage equal to 1 minus the stated maximum rate (stated as a decimal) of
all reserves, if any, required to be


 


1

















 


maintained with
respect to Eurocurrency funding (currently referred to as “Eurocurrency
liabilities”) as specified in Regulation D of the Board of Governors of
the Federal Reserve System (or against any other category of liabilities which
includes deposits by reference to which the interest rate on LIBOR Loans is
determined or any applicable category of extensions of credit or other assets
which includes loans by an office of any Lender outside of the United States of
America to residents of the United States of America). Any change in such
maximum rate shall result in a change in Adjusted LIBOR on the date on which
such change in such maximum rate becomes effective.


 


“Adjusted Net
Operating Income” means, with respect to a Property for any given
period, Net Operating Income of such Property for such period minus Capital
Reserves for such period.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form
supplied by the Agent to the Lenders from time to time.


 


“Affiliate”
means any Person (other than the Agent or any Lender): (a) directly or
indirectly controlling, controlled by, or under common control with, the
Parent; (b) directly or indirectly owning or holding five percent (5.0%)
or more of any Equity Interest in the Parent; or (c) five percent (5.0%)
or more of whose voting stock or other Equity Interest is directly or
indirectly owned or held by the Parent. 
For purposes of this definition, “control” (including with correlative
meanings, the terms “controlling”, “controlled by” and “under common control
with”) means the possession directly or indirectly of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities or by contract or otherwise.  The Affiliates of a Person shall include any
officer or director of such Person.  In
no event shall the Agent or any Lender be deemed to be an Affiliate of the
Borrower or the Parent.


 


“Agent”
means KeyBank National Association, as contractual representative for the
Lenders under the terms of this Agreement, and any of its successors.


 


“Agreement
Date” means the date as of which this Agreement is dated.


 


“Applicable
Law” means all applicable provisions of constitutions, statutes,
rules, regulations and orders of all governmental bodies and all orders and
decrees of all courts, tribunals and arbitrators.


 


“Applicable
Margin” means:


 


(a)                                  at
any time prior to the Investment Grade Rating Date, the percentage set forth
below corresponding to the ratio of Total Indebtedness to Total Asset Value as
determined in accordance with Section 9.1 in effect at such time:


 


2

















 


	
  Level

  	
   

  	
  Total Indebtedness to

   Total Asset Value

  	
   

  	
  Applicable Margin for

   LIBOR Loans

  	
   

  	
  Applicable Margin for 

  Base Rate Loans

  	
   

  
	
  1

  	
   

  	
  Less than 0.40 to 1.00

  	
   

  	
  0.75

  	
  %

  	
  0.00

  	
  %

  
	
  2

  	
   

  	
  Greater than or
  equal to 0.40 to 1.00 

  and less than 0.45 to 1.00

  	
   

  	
  0.80

  	
  %

  	
  0.00

  	
  %

  
	
  3

  	
   

  	
  Greater than or
  equal to 0.45 to 1.00 

  and less than 0.50 to 1.00

  	
   

  	
  0.85

  	
  %

  	
  0.00

  	
  %

  
	
  4

  	
   

  	
  Greater than or
  equal to 0.50 to 1.00 

  and less than 0.55 to 1.00

  	
   

  	
  0.95

  	
  %

  	
  0.00

  	
  %

  
	
  5

  	
   

  	
  Greater than or
  equal to 0.55 to 1.00 

  and less than 0.60%

  	
   

  	
  1.10

  	
  %

  	
  0.00

  	
  %

  
	
  6

  	
   

  	
  Greater than or
  equal to 0.60 to 1.00 

  and less than 0.65%

  	
   

  	
  1.25

  	
  %

  	
  0.10

  	
  %

  



 


 


The Applicable Margin shall
be determined by the Agent from time to time, based on the ratio of Total
Indebtedness to Total Asset Value as set forth in the Compliance Certificate
most recently delivered by the Borrower pursuant to Section 8.3.  Any adjustment to the Applicable Margin shall
be effective (a) in the case of a Compliance Certificate delivered in
connection with quarterly financial statements of the Parent delivered pursuant
to Section 8.1., as of the date 55 days following the end of the last day
of the applicable fiscal quarter covered by such Compliance Certificate,
(b) in the case of a Compliance Certificate delivered in connection with
annual financial statements of the Parent delivered pursuant to
Section 8.2., as of the date 100 days following the end of the last day of
the applicable fiscal year covered by such Compliance Certificate, and
(c) in the case of any other Compliance Certificate, as of the date 5
Business Days following the Agent’s request for such Compliance
Certificate.  If the Borrower fails to
deliver a Compliance Certificate pursuant to Section 8.3., the Applicable
Margin shall equal the percentages corresponding to Level 6 until the date of
the delivery of the required Compliance Certificate.  Notwithstanding the foregoing, for the period
from the Effective Date through but excluding the date on which the Agent first
determines the Applicable Margin as set forth above, the Applicable Margin
shall equal the percentages corresponding to Level 3.  The provisions of this definition are subject
to Section 2.4.(c); and


 


(b)           on and at all times after the
Investment Grade Rating Date, the percentage per annum determined, at any time,
based on the range into which the Parent’s Credit Rating then falls, in
accordance with the levels in the table set forth below (each a “Level”).  Any change in the Parent’s Credit Rating
which would cause it to move to a different Level in such table shall effect a
change in the Applicable Margin on the Business Day on which such change
occurs.  During any period for which the Parent
has received a Credit Rating from only one Rating Agency, then the Applicable
Margin shall be determined based on such Credit Rating.  During any period that the Parent has
received only two Credit Ratings and such ratings are not equivalent, the Applicable
Margin shall be determined by the higher of such two Credit Ratings.  During any period after the Investment Grade
Rating Date for which the Parent does not have a Credit Rating from either
Credit Agency, or during any other period after the Investment Grade Rating
Date not otherwise covered in this clause (b), the Applicable Margin shall
be determined based on Level 5.


 


3

















 


	
  Level

  	
   

  	
  Parent’s Credit Rating

   (S&P/Moody’s or equivalent)

  	
   

  	
  Applicable Margin for

   LIBOR Loans

  	
   

  	
  Applicable Margin for 

  Base Rate Loans

  	
   

  
	
  1

  	
   

  	
  A-or A3

  	
   

  	
  0.35

  	
  %

  	
  0.0

  	
  %

  
	
  2

  	
   

  	
  BBB+/Baa1

  	
   

  	
  0.40

  	
  %

  	
  0.0

  	
  %

  
	
  3

  	
   

  	
  BBB/Baa2

  	
   

  	
  0.50

  	
  %

  	
  0.0

  	
  %

  
	
  4

  	
   

  	
  BBB-/Baa3

  	
   

  	
  0.675

  	
  %

  	
  0.0

  	
  %

  
	
  5

  	
   

  	
  Lower than BBB-/Baa3

  	
   

  	
  1.00

  	
  %

  	
  0.10

  	
  %

  



 


 


“Assignment
and Acceptance Agreement” means an Assignment and Acceptance
Agreement among a Lender, an Eligible Assignee and the Agent, substantially in
the form of Exhibit A.


 


“Base Rate”
means the per annum rate of interest equal to the greater of (a) the Prime
Rate or (b) the Federal Funds Rate plus one-half of one percent
(0.5%).  Any change in the Base Rate
resulting from a change in the Prime Rate or the Federal Funds Rate shall
become effective as of 12:01 a.m. on the Business Day on which each such change
occurs.  The Base Rate is a reference
rate used by the Lender acting as the Agent in determining interest rates on
certain loans and is not intended to be the lowest rate of interest charged by
the Lender acting as the Agent or any other Lender on any extension of credit
to any debtor.


 


“Base Rate
Loan” means a Revolving Loan bearing interest at a rate based on the
Base Rate.


 


“Benefit
Arrangement” means at any time an employee benefit plan within the
meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.


 


“Borrower”
has the meaning set forth in the introductory paragraph hereof and shall
include the Borrower’s successors and permitted assigns.


 


“Business Day”
means (a) any day other than a Saturday, Sunday or other day on which
banks in Cleveland, Ohio are authorized or required to close and (b) with
reference to a LIBOR Loan, any such day that is also a day on which dealings in
Dollar deposits are carried out in the London interbank market.


 


“Capital
Reserves” means, for any period an amount with respect to any
developed Property, an amount equal to (a) $0.25 per square foot multiplied
by (b) a fraction, the numerator of which is the number of days in such
period and the denominator of which is 365. 
If the term Capital Reserves is used without reference to a specific
Property, then the amount shall be determined on an aggregate basis with
respect to all developed Property of the Parent and its Subsidiaries and a
proportionate share of all developed Property of all Unconsolidated
Affiliates.  For purposes of this
definition, once improvements related to the development of a Property have
been completed for one year or such Property has achieved an Occupancy Rate of
85%, it shall be considered a developed Property.


 


“Capitalization
Rate” means 7.00%.


 


“Capitalized Lease
Obligation” means an obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP.  The amount of a


 


4

















 


Capitalized Lease
Obligation is the capitalized amount of such obligation as would be required to
be reflected on a balance sheet prepared in accordance with GAAP as of the
applicable date.


 


“Cash
Equivalents” means:  (a) securities
issued, guaranteed or insured by the United States of America or any of its
agencies with maturities of not more than one year from the date acquired;
(b) certificates of deposit with maturities of not more than one year from
the date acquired, issued by a United States federal or state chartered
commercial bank of recognized standing, or a commercial bank organized under
the laws of any other country which is a member of the Organization for
Economic Cooperation and Development, or a political subdivision of any such
country, acting through a branch or agency, which bank has capital and
unimpaired surplus in excess of $500,000,000 and which bank or its holding
company has a short-term commercial paper rating of at least A-2 or
the equivalent by S&P or at least P-2 or the equivalent by Moody’s;
(c) reverse repurchase agreements with terms of not more than seven days
from the date acquired, for securities of the type described in clause (a)
above and entered into only with commercial banks having the qualifications
described in clause (b) above; (d) commercial paper issued by any
Person incorporated under the laws of the United States of America or any State
thereof and rated at least A-2 or the equivalent thereof by S&P or at
least P-2 or the equivalent thereof by Moody’s, in each case with
maturities of not more than one year from the date acquired; and
(e) investments in money market funds registered under the Investment
Company Act of 1940, which have net assets of at least $500,000,000 and at least
85% of whose assets consist of securities and other obligations of the type
described in clauses (a) through (d) above.


 


“Co-Lead  Arranger” means each of KeyBanc Capital Markets and Wachovia
Capital Markets, LLC, together with its successors and permitted assigns.


 


“Collateral
Account” means a special deposit account or securities account
maintained by, or on behalf of, the Agent and under its sole dominion and
control.


 


“Commitment”
means, as to each Lender (other than the Swingline Lender), such Lender’s
obligation (a) to make Revolving Loans pursuant to Section 2.1., (b) to
issue (in the case of the Agent) or participate in (in the case of the Lenders)
Letters of Credit pursuant to Section 2.3.(a) and 2.3.(i), respectively
(but in the case of the Lender acting as the Agent excluding the aggregate
amount of participations in the Letters of Credit held by other Lenders) and
(c) to participate in Swingline Loans pursuant to Section 2.2.(e), in each
case, in an amount up to, but not exceeding, the amount set forth for such
Lender on Schedule I as such Lender’s “Commitment Amount” or as set forth in
the applicable Assignment and Acceptance Agreement, as the same may be reduced
from time to time pursuant to Section 2.11. or as may be increased from
time to time pursuant to Section 2.15 or as appropriate to reflect any
assignments to or by such Lender effected in accordance with Section 12.5.


 


“Commitment
Percentage” means, as to each Lender, the ratio, expressed as a
percentage, of (a) the amount of such Lender’s Commitment to (b) the
aggregate amount of the Commitments of all Lenders; provided, however, that if
at the time of determination the Commitments have terminated or been reduced to
zero, the “Commitment Percentage” of each


 


5

















 


Lender shall be the
Commitment Percentage of such Lender in effect immediately prior to such
termination or reduction.


 


“Compliance
Certificate” has the meaning given that term in Section 8.3.


 


“Construction-in-Process”
means cash expenditures for land and improvements (including indirect costs
internally allocated and development costs) determined in accordance with GAAP
for all Properties that are under development or will commence development
within twelve months from any date of determination.


 


“Continue”,
“Continuation” and “Continued”
each refers to the continuation of a LIBOR Loan from one Interest Period to
another Interest Period pursuant to Section 2.8.


 


“Controlled
Property” means an Eligible Unencumbered Property that is not a
Wholly-Owned Property and where the Parent or the Borrower directly or
indirectly owns at least 80% of the Equity Interests of the Subsidiary or
Unconsolidated Affiliate that owns or leases such Property.


 


“Convert”,
“Conversion” and “Converted”
each refers to the conversion of a Revolving Loan of one Type into a Loan of
another Type pursuant to Section 2.9.


 


“Credit Event”
means any of the following: (a) the making (or deemed making) of any Loan,
(b) the Conversion of a Loan and (c) the issuance of a Letter of
Credit.


 


“Credit
Rating” means the rating assigned by a Rating Agency to the senior
unsecured long term Indebtedness of a Person.


 


“Debt Service”
means, for any period, the sum of (a) Interest Expense for such period,
and (b) all regularly scheduled principal payments made with respect to
Indebtedness of the Parent and its Subsidiaries during such period, other than
any balloon, bullet, early repayment or similar principal payment which, in
each case, repays such Indebtedness in full. 
Debt Service shall include a proportionate share of items (a) and (b) of
all Unconsolidated Affiliates.


 


“Default”
means any of the events specified in Section 10.1., whether or not there
has been satisfied any requirement for the giving of notice, the lapse of time,
or both.


 


“Defaulting
Lender” has the meaning set forth in Section 3.11.


 


“Derivatives
Contract” means any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing),


 


6

















 


whether or not any such
transaction is governed by or subject to any master agreement.  Not in limitation of the foregoing, the term “Derivatives
Contract” includes any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed
by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement, including any such obligations or
liabilities under any such master agreement.


 


“Derivatives
Termination Value” means, in respect of any one or more Derivatives
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Derivatives Contracts, (a) for any date
on or after the date such Derivatives Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a)
the amount(s) determined as the mark-to-market value(s) for such Derivatives
Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Derivatives
Contracts (which may include the Agent or any Lender).


 


“Development
Property”  means a
Property which is under development or which (as determined in good faith by
the Borrower) will commence development within twelve months of the date of
determination.  A Development Property
shall cease to constitute a Development Property (a) on the one year
anniversary date of project completion or (b) on the first day of the
first full fiscal quarter after the project achieves an Occupancy Rate of 85%.


 


“Dollars”
or “$” means the lawful currency of the
United States of America.


 


“EBITDA”
means, with respect to a Person for any period: 
(a) net income (or loss) of such Person for such period determined
on a consolidated basis (excluding any income or losses from minority interests
in the case of the Parent), in accordance with GAAP, exclusive of the
following (but only to the extent included in determination of such net income
(loss)): (i) depreciation and amortization expense; (ii) Interest
Expense; (iii) income tax expense; (iv) extraordinary or
non-recurring gains and losses; plus (b) such Person’s pro rata share
of EBITDA of its Unconsolidated Affiliates. 
EBITDA shall be adjusted to remove any impact from straight line rent
leveling adjustments required under GAAP and amortization of deferred market
rent into income pursuant to Statement of Financial Accounting Standards number
141.  Notwithstanding the foregoing,
gains and losses from land sales associated with Development Properties shall
be included in EBITDA.


 


“Effective
Date” means the later of: 
(a) the Agreement Date; and (b) the date on which all of the
conditions precedent set forth in Section 5.1. shall have been fulfilled
or waived in writing by the Requisite Lenders.


 


“Eligible
Assignee” means any Person who is, at the time of determination:
(i)  a Lender or an affiliate of a Lender; (ii) a commercial bank,
trust, trust company, insurance company, investment bank or pension fund
organized under the laws of the United States of America, or any state thereof,
and having total assets in excess of $5,000,000,000; (iii) a savings and
loan association or savings bank organized under the laws of the United States
of America, or any


 


7

















 


state thereof, and having
a tangible net worth of at least $500,000,000; or (iv) a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development, or a political
subdivision of any such country, and having total assets in excess of
$10,000,000,000, provided that such bank is acting through a branch or agency
located in the United States of America. 
If such Person is not currently a Lender or an affiliate of a Lender,
such Person’s (or its parent’s) senior unsecured long term indebtedness must be
rated BBB or higher by S&P, Baa2 or higher by Moody’s, or the equivalent or
higher of either such rating by another rating agency reasonably acceptable to
the Agent.


 


“Eligible  Ground Lease”  means a ground lease containing the following terms and
conditions: (a) a remaining term (exclusive of any unexercised extension
options) of thirty (30) years or more from the Agreement Date;
(b) the right of the lessee to mortgage and encumber its interest in the
leased property without the consent of the lessor; (c) the obligation of
the lessor to give the holder of any mortgage Lien on such leased property
written notice of any defaults on the part of the lessee and agreement of such
lessor that such lease will not be terminated until such holder has had a
reasonable opportunity to cure or complete foreclosures, and fails to do so;
(d) reasonable transferability of the lessee’s interest under such lease,
including ability to sublease; and (e) such other rights customarily
required by mortgagees making a loan secured by the interest of the holder of
the leasehold estate demised pursuant to a ground lease.


 


“Eligible
Unencumbered Property” means a Property which satisfies all of the
following requirements:  (a) such
Property is located in the United States of America; (b) neither such
Property, nor any interest of the Parent, the Borrower or any Subsidiary
thereof therein, is subject to any Lien (other than Permitted Liens described
in clauses (a) through (f) of the definition thereof) or any Negative Pledge;
(c) if such Property is owned by a Subsidiary or an Unconsolidated
Affiliate, none of the Borrower’s or the Parent’s direct or indirect ownership
interest in such Subsidiary or Unconsolidated Affiliate is subject to any Lien
(other than Permitted Liens described in clauses (a) through (f) of the
definition thereof) or any Negative Pledge; (d) if such Property is owned
by a Subsidiary, the Parent or the Borrower directly, or indirectly through a
Subsidiary, has the right to take the following actions without the need to
obtain the consent of any Person: 
(A) to create Liens on such Property as security for Indebtedness
of the Parent, the Borrower or such Subsidiary, as applicable and (B) to
sell, transfer or otherwise dispose of such Property; (e) such Property is
owned in fee simple, or leased under an Eligible Ground Lease, by the Parent,
the Borrower, a Subsidiary or an Unconsolidated Affiliate and (f) such
Property is free of all structural defects or major architectural deficiencies,
title defects, environmental conditions or other adverse matters except for
defects, deficiencies, conditions or other matters individually or collectively
which are not material to the profitable operation of such Property.


 


“Environmental
Laws” means any Applicable Law relating to environmental protection
or the manufacture, storage, remediation, disposal or clean-up of
Hazardous Materials including, without limitation, the following: Clean Air
Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. §
1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.;
National


 


8

















 


Environmental Policy Act,
42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency
and any applicable rule of common law and any judicial interpretation thereof
relating primarily to the environment or Hazardous Materials.


 


“Equity
Interest” means, with respect to any Person, any share of capital
stock of (or other ownership or profit interests in) such Person, any warrant,
option or other right for the purchase or other acquisition from such Person of
any share of capital stock of (or other ownership or profit interests in) such
Person, any security convertible into or exchangeable for any share of capital
stock of (or other ownership or profit interests in) such Person or warrant,
right or option for the purchase or other acquisition from such Person of such
shares (or such other interests), and any other ownership or profit interest in
such Person (including, without limitation, partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such share,
warrant, option, right or other interest is authorized or otherwise existing on
any date of determination.


 


“Equity
Issuance” means any issuance or sale by a Person of any Equity
Interest and shall in any event include the issuance of any Equity Interest
upon the conversion or exchange of any security constituting Indebtedness that
is convertible or exchangeable, or is being converted or exchanged, for Equity
Interests.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as in effect from
time to time.


 


“ERISA Group”
means the Parent, the Borrower, any Subsidiary and all members of a controlled
group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the
Internal Revenue Code.


 


“Event of
Default” means any of the events specified in Section 10.1., provided
that any requirement for notice or lapse of time or any other condition has
been satisfied.


 


“Excluded
Subsidiary” means any Subsidiary which holds title to assets which
are or are to become collateral for any Secured Indebtedness of such Subsidiary.


 


“Existing Credit Agreement” has the meaning
given that term in the first WHEREAS clause of this Agreement.


 


“Facility Fee”
means the per annum percentage set forth in the table below corresponding to
the Level at which the “Applicable Margin” is determined in accordance with the
definition thereof on and at all times after the Investment Rating Date:


 


	
  Level

  	
   

  	
  Borrower’s Credit Rating

   (S&P/Moody’s)

  	
   

  	
  Facility Fee

  	
   

  
	
  1

  	
   

  	
  A-/A3

  	
   

  	
  0.10

  	
  %

  
	
  2

  	
   

  	
  BBB+/Baa1

  	
   

  	
  0.15

  	
  %

  
	
  3

  	
   

  	
  BBB/Baa2

  	
   

  	
  0.15

  	
  %

  
	
  4

  	
   

  	
  BBB-/Baa3

  	
   

  	
  0.20

  	
  %

  
	
  5

  	
   

  	
  Lower than BBB-/Baa3

  	
   

  	
  0.25

  	
  %

  



 


 


9

















 


“Fair Market
Value” means, with respect to (a) a security listed on a
national securities exchange or the NASDAQ National Market, the price of such
security as reported on such exchange by any widely recognized reporting method
customarily relied upon by financial institutions and (b) with respect to
any other property, the price which could be negotiated in an arm’s-length free
market transaction, for cash, between a willing seller and a willing buyer,
neither of which is under pressure or compulsion to complete the transaction.


 


“Federal
Funds Rate” means, for any day, the rate per annum (rounded upward
to the nearest 1/100th of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day, provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day, and
(b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the Agent
by federal funds dealers selected by the Agent on such day on such transaction
as determined by the Agent.


 


“Fees”
means the fees and commissions provided for or referred to in Section 3.6.
and any other fees payable by the Borrower hereunder or under any other Loan
Document.


 


“Fixed
Charges” means, for any period, the sum of (a) Debt Service and
(b) all Preferred Dividends paid during such period.  Fixed Charges shall include a proportionate
share of items (a) and (b) with respect to all Unconsolidated Affiliates.


 


“Funds From
Operations” means, for a given period, income of the Parent and its
Subsidiaries available for common shareholders before depreciation and
amortization of real estate assets and before extraordinary items less gains
and losses on sale of real estate determined on a consolidated basis in
accordance with GAAP applied on a consistent basis for such period.  Adjustments for Unconsolidated Affiliates
will be calculated to reflect the Borrower’s pro rata share of funds from
operations on the same basis.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession, which
are applicable to the circumstances as of the date of determination.


 


“Governmental
Approvals” means all authorizations, consents, approvals, licenses
and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.


 


“Governmental
Authority” means any national, state or local government (whether
domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, public or statutory
instrumentality, authority, body, agency, bureau,


 


10

















 


commission, board,
department or other entity (including, without limitation, the Federal Deposit
Insurance Corporation, the Comptroller of the Currency or the Federal Reserve
Board, any central bank or any comparable authority) or any arbitrator with
authority to bind a party at law.


 


“Guarantor”
means any Person that is a party to the Guaranty as a “Guarantor” and in any
event shall include the Parent and each Material Subsidiary.


 


“Guaranty”,
“Guaranteed”, “Guarantying” or to “Guarantee”
as applied to any obligation means and includes:  (a) a guaranty (other than by
endorsement of negotiable instruments for collection or deposit in the ordinary
course of business), directly or indirectly, in any manner, of any part or all
of such obligation, or (b) an agreement, direct or indirect, contingent or
otherwise, and whether or not constituting a guaranty, the practical effect of
which is to assure the payment or performance (or payment of damages in the
event of nonperformance) of any part or all of such obligation whether by:
(i) the purchase of securities or obligations, (ii) the purchase,
sale or lease (as lessee or lessor) of property or the purchase or sale of
services primarily for the purpose of enabling the obligor with respect to such
obligation to make any payment or performance (or payment of damages in the
event of nonperformance) of or on account of any part or all of such
obligation, or to assure the owner of such obligation against loss,
(iii) the supplying of funds to or in any other manner investing in the
obligor with respect to such obligation, (iv) repayment of amounts drawn
down by beneficiaries of letters of credit (including Letters of Credit), or
(v) the supplying of funds to or investing in a Person on account of all
or any part of such Person’s obligation under a Guaranty of any obligation or
indemnifying or holding harmless, in any way, such Person against any part or
all of such obligation.  As the context
requires, “Guaranty” shall also mean the Amended and Restated Guaranty to which
the Guarantors are parties substantially in the form of Exhibit J.


 


“Hazardous
Materials” means all or any of the following: (a) substances
that are defined or listed in, or otherwise classified pursuant to, any
applicable Environmental Laws as “hazardous substances”, “hazardous materials”,
“hazardous wastes”, “toxic substances” or any other formulation intended to
define, list or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP”
toxicity or “EP toxicity”; (b) oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids or synthetic gas and drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(c) any flammable substances or explosives or any radioactive materials;
(d) asbestos in any form; (e) toxic mold; and (f) electrical
equipment which contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of fifty parts per million.


 


“Indebtedness”
means, with respect to a Person, at the time of computation thereof, all of the
following (without duplication): 
(a) all obligations of such Person in respect of money borrowed;
(b) all obligations of such Person, whether or not for money borrowed
(i) represented by notes payable, or drafts accepted, in each case
representing extensions of credit, (ii) evidenced by bonds, debentures,
notes or similar instruments, or (iii) constituting purchase money
indebtedness, conditional sales contracts, title retention debt instruments or
other similar instruments, upon which interest charges are customarily paid or
that are issued or assumed as full or partial payment for property or services
rendered; (c) Capitalized Lease Obligations of


 


11

















 


such Person; (d) all
reimbursement obligations of such Person under any letters of credit or
acceptances (whether or not the same have been presented for payment);
(e) all Off-Balance Sheet Obligations of such Person; (f) all
obligations of such Person in respect of any purchase obligation, repurchase
obligation, takeout commitment or forward equity commitment, in each case
evidenced by a binding agreement (excluding any such obligation to the extent
the obligation can be satisfied by the issuance of Equity Interests);
(g) net obligations under any Derivatives Contract not entered into as a
hedge against existing Indebtedness, in an amount equal to the Derivatives
Termination Value thereof; (h) all Indebtedness of other Persons which
such Person has Guaranteed or is otherwise recourse to such Person (except for
guaranties of customary exceptions for fraud, misapplication of funds,
environmental indemnities, voluntary bankruptcy, involuntary bankruptcy and
other similar exceptions to recourse liability); (i) all Indebtedness of
another Person secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property
or assets owned by such Person, even though such Person has not assumed or
become liable for the payment of such Indebtedness or other payment obligation;
and (j) such Person’s pro rata share of the Indebtedness of any Unconsolidated
Affiliate of such Person.  Indebtedness
of any Person shall include Indebtedness of any partnership or joint venture in
which such Person is a general partner or joint venturer to the extent of such
Person’s pro rata share of the ownership of such partnership or joint venture
(except if such Indebtedness, or portion thereof, is recourse to such Person,
in which case the greater of such Person’s pro rata portion of such
Indebtedness or the amount of the recourse portion of the Indebtedness, shall be
included as Indebtedness of such Person). 
All Loans and Letter of Credit Liabilities shall constitute Indebtedness
of the Borrower.


 


“Intangible Assets” of any Person means at
any date the amount of (i) all write-ups (other than write-ups resulting from
write-ups of assets of a going concern business made within twelve months after
the acquisition of such business) in the book value of any asset owned by such
Person and (ii) all unamortized debt discount and expense, unamortized deferred
charges, capitalized start-up costs, goodwill, patents, licenses, trademarks,
trade names, copyrights, organization or developmental expenses, covenants not
to compete and other intangible items.


 


“Intellectual
Property” has the meaning given that term in Section 6.1.(t).


 


“Interest
Expense” means, for any period of determination, the Parent’s total
interest expense for such period determined in accordance with GAAP on a
consolidated basis plus the Parent’s pro rata share of Interest Expense
from Unconsolidated Affiliates of the Parent, without duplication for the most
recent period.  Interest Expense shall
exclude capitalized interest related to Indebtedness incurred to finance
Development Properties.


 


“Interest
Period” means with respect to any LIBOR Loan, each period commencing
on the date such LIBOR Loan is made or the last day of the next preceding
Interest Period for such Loan and ending 7 days, or 1, 2, 3 or 6 months
thereafter, as the Borrower may select in a Notice of Borrowing, Notice of
Continuation or Notice of Conversion, as the case may be, except that each
Interest Period (other than an Interest Period of 7-days’ duration) that
commences on the last Business Day of a calendar month shall end on the last
Business Day of the appropriate subsequent calendar month.  Notwithstanding the foregoing:  (i) if any Interest Period would
otherwise end after the Termination Date, such Interest Period shall end on the
Termination


 


12

















 


Date; and (ii) each
Interest Period that would otherwise end on a day which is not a Business Day
shall end on the immediately following Business Day (or, if such immediately
following Business Day falls in the next calendar month, on the immediately
preceding Business Day).


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended.


 


“Investment”
means, (x) with respect to any Person, any acquisition or investment
(whether or not of a controlling interest) by such Person, by means of any of
the following:  (a) the purchase or
other acquisition of any Equity Interest in another Person, (b) a loan, advance
or extension of credit to, capital contribution to, Guaranty of Indebtedness
of, or purchase or other acquisition of any Indebtedness of, another Person,
including any partnership or joint venture interest in such other Person, or
(c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute the business or a
division or operating unit of another Person and (y) with respect to any
Property or other asset, the acquisition thereof.  Any binding commitment to make an Investment
in any other Person, as well as any option of another Person to require an
Investment in such Person, shall constitute an Investment.  Except as expressly provided otherwise, for
purposes of determining compliance with any covenant contained in a Loan
Document, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.


 


“Investment Grade Rating” means a Credit
Rating of BBB-/Baa3 (or equivalent) or higher from either Rating Agency.


 


“Investment
Grade Rating Date” means the date on which the Parent first obtains
an Investment Grade Rating.


 


“KeyBank”
means KeyBank National Association, together with its successors and assigns.


 


“L/C
Commitment Amount” equals $50,000,000.


 


“Lender”
means each financial institution from time to time party hereto as a “Lender”,
together with its respective successors and permitted assigns, and as the
context requires, includes the Swingline Lender.


 


“Lending
Office” means, for each Lender and for each Type of Loan, the office
of such Lender specified in such Lender’s Administrative Questionnaire, or such
other office of such Lender of which such Lender may notify the Agent in
writing from time to time.


 


“Letter of
Credit” has the meaning given that term in Section 2.3.(a).


 


“Letter of
Credit Documents” means, with respect to any Letter of Credit,
collectively, any application therefor, any certificate or other document
presented in connection with a drawing under such Letter of Credit and any
other agreement, instrument or other document


 


13

















 


governing or providing
for (a) the rights and obligations of the parties concerned or at risk
with respect to such Letter of Credit or (b) any collateral security for
any of such obligations.


 


“Letter of
Credit Liabilities” means, without duplication, at any time and in
respect of any Letter of Credit, the sum of (a) the Stated Amount of such
Letter of Credit plus (b) the aggregate unpaid principal amount of all
Reimbursement Obligations of the Borrower at such time due and payable in
respect of all drawings made under such Letter of Credit.  For purposes of this Agreement, a Lender
(other than the Lender acting as the Agent) shall be deemed to hold a Letter of
Credit Liability in an amount equal to its participation interest in the
related Letter of Credit under Section 2.3.(i), and the Lender acting as
the Agent shall be deemed to hold a Letter of Credit Liability in an amount
equal to its retained interest in the related Letter of Credit after giving
effect to the acquisition by the Lenders other than the Lender acting as the
Agent of their participation interests under such Section.


 


“Level” has the meaning given that term in
the definition of the term “Applicable Margin.”


 


“LIBOR”
means, for any LIBOR Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBOR01 Page (or any successor page) as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period.  If
for any reason such rate is not available, the term “LIBOR” shall mean, for any
LIBOR Loan for any Interest Period therefor, the applicable British Bankers’
Association LIBOR rate for deposits in Dollars as reported by any generally
recognized financial information service as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period. 
If for any reason none of the foregoing rates is available to the Agent,
LIBOR shall be, for any Interest Period, the rate determined by the Agent to be
the rate at which KeyBank or one of its affiliate banks offers to place
deposits in Dollars with first class banks in the London interbank market at
approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period, in the approximate amount of the relevant
LIBOR Loan and having a maturity equal to such Interest Period.


 


“LIBOR Loan”
means a Revolving Loan bearing interest at a rate based on LIBOR.


 


“Lien”
as applied to the property of any Person means: 
(a) any security interest, encumbrance, mortgage, deed to secure
debt, deed of trust, assignment of leases and rents, pledge, lien, charge or
lease constituting a Capitalized Lease Obligation, conditional sale or other
title retention agreement, or other security title or encumbrance of any kind
in respect of any property of such Person, or upon the income, rents or profits
therefrom; (b) any arrangement, express or implied, under which any
property of such Person is transferred, sequestered or otherwise identified for
the purpose of subjecting the same to the payment of Indebtedness or
performance of any other obligation in priority to the payment of the general,
unsecured creditors of such Person; (c) the filing of any financing
statement under the Uniform Commercial Code or its equivalent in any
jurisdiction, other than any precautionary filing not otherwise constituting or
giving rise to a Lien, including a financing statement filed (i) in
respect of a lease not


 


14

















 


constituting a
Capitalized Lease Obligation pursuant to Section 9-505 (or a successor
provision) of the Uniform Commercial Code or its equivalent as in effect in an
applicable jurisdiction or (ii) in connection with a sale or other
disposition of accounts or other assets not prohibited by this Agreement in a
transaction not otherwise constituting or giving rise to a Lien; and (d) any
agreement by such Person to grant, give or otherwise convey any of the
foregoing.


 


“Loan”
means a Revolving Loan or a Swingline Loan.


 


“Loan
Document” means this Agreement, each Note, each Letter of Credit
Document, the Guaranty and each other document or instrument now or hereafter
executed and delivered by a Loan Party in connection with, pursuant to or
relating to this Agreement.


 


“Loan Party”
means each of the Borrower and each other Person who guarantees all or a
portion of the Obligations and/or who pledges any collateral security to secure
all or a portion of the Obligations. 
Schedule 1.1.(A) sets forth the Loan Parties in addition to the
Borrower as of the Agreement Date.


 


“Material
Adverse Effect” means a materially adverse effect on (a) the
business, assets, liabilities, condition (financial or otherwise), results of
operations or business prospects of the Parent and its Subsidiaries taken as a
whole, (b) the ability of the Borrower or any other Loan Party to perform
its obligations under any Loan Document to which it is a party, (c) the
validity or enforceability of any of the Loan Documents, (d) the rights
and remedies of the Lenders and the Agent under any of the Loan Documents or
(e) the timely payment of the principal of or interest on the Loans or other
amounts payable in connection therewith or the timely payment of all
Reimbursement Obligations.


 


“Material
Contract” means any contract or other arrangement (other than Loan
Documents), whether written or oral, to which the Parent, the Borrower, any Subsidiary
or any other Loan Party is a party as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto could reasonably be
expected to have a Material Adverse Effect.


 


“Material Subsidiary”
means any Subsidiary owning or leasing
Properties which contribute more than $75,000,000 to Unencumbered Asset Value.


 


“Moody’s”
means Moody’s Investors Service, Inc., and its successors.


 


“Mortgage”
means a mortgage, deed of trust, deed to secure debt or similar security
instrument made by a Person owning an interest in real property granting a Lien
on such interest in real property as security for the payment of Indebtedness
of such Person or another Person.


 


“Mortgage
Receivable” means a promissory note secured by a Mortgage of which the
Borrower, a Guarantor or one of their respective Subsidiaries is the holder and
retains the rights of collection of all payments thereunder.


 


“Multiemployer
Plan” means at any time a multiemployer plan within the meaning of
Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then
making or


 


15
















 


accruing an obligation to
make contributions or has within the preceding five plan years made
contributions, including for these purposes any Person which ceased to be a
member of the ERISA Group during such five year period.


 


“Negative Pledge” means, with respect to a given asset, any
provision of a document, instrument or agreement (other than any Loan Document)
which prohibits or purports to prohibit the creation or assumption of any Lien
on such asset as security for Indebtedness of the Person owning such asset or
any other Person; provided, however, that an agreement that conditions a Person’s
ability to encumber its assets upon the maintenance of one or more specified
ratios that limit such Person’s ability to encumber its assets but that do not
generally prohibit the encumbrance of its assets, or the encumbrance of
specific assets, shall not constitute a Negative Pledge.


 


“Net Operating Income” means, with respect to any Property
for any period, the sum of the following (without duplication): (a) rents
and other revenues received in the ordinary course from such Property
(excluding pre-paid rents and revenues and security deposits except to the
extent applied in satisfaction of tenants’ obligations for rent) minus (b) all
expenses paid or accrued related to the ownership, operation or maintenance of
such Property, including but not limited to taxes, assessments and the like,
insurance, utilities, payroll costs, maintenance, repair and landscaping
expenses, marketing expenses, and general and administrative expenses
(including an appropriate allocation for legal, accounting, advertising,
marketing and other expenses incurred in connection with such Property, but
specifically excluding general overhead expenses of the Parent or any
Subsidiary and any property management fees) minus (c) the greater
of (i) the actual property management fee paid during such period and (ii) an
imputed management fee in the amount of 3.0% of the gross revenues for such
Property for such period. Net Operating Income of any Person shall include such
Person’s pro rata share of Net Operating Income of its Unconsolidated
Affiliates. Net Operating Income shall be adjusted to remove any impact from
straight line rent leveling adjustments required under GAAP and amortization of
deferred market rent into income pursuant to Statement of Financial Accounting
Standards number 141. For purposes of determining Unencumbered Asset Value and
Total Asset Value, as applicable, with respect to any Property, if the Borrower
enters into a definitive lease with a lessee with respect such Property for
which such lessee has not yet occupied such Property and has not yet made any
rent payments to the Borrower, for the period not to exceed six (6) months
from the date of entering into such lease, “Net Operating Income” shall be
deemed to include the stated base rent scheduled to be paid by such lessee
minus operating expenses projected to be incurred by the Borrower during such
period with respect to such Property (“Imputed Rent”), as reasonably determined
by the Borrower in good faith; provided, however, the Imputed Rent shall only
be calculated with respect to not more than four (4) Properties at any one
time.


 


“Net Proceeds” means, with respect to any Equity Issuance by
a Person, the aggregate amount of all cash and the Fair Market Value of all
other property received by such Person in respect of such Equity Issuance net
of investment banking fees, legal fees, accountants’ fees, underwriting
discounts and commissions and other customary fees and expenses actually
incurred by such Person in connection with such Equity Issuance.


 


16

















 


“Non-Controlled Property” means an Eligible
Unencumbered Property that is not a Wholly-Owned Property and where the Parent
or the Borrower directly or indirectly owns less that 80% of the Equity
Interests of the Subsidiary or Unconsolidated Affiliate that owns or leases
such Property.


 


“Nonrecourse Indebtedness” means, with respect to a Person,
Indebtedness for borrowed money (other than construction completion guarantees
with respect to Development Properties) in respect of which recourse for
payment is contractually limited to specific assets of such Person encumbered
by a Lien securing such Indebtedness; provided such contractual limitation to
specific assets may include customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary
bankruptcy, involuntary bankruptcy and other similar exceptions to recourse
liability.


 


“Note” means a Revolving Note or a Swingline Note.


 


“Notice of Borrowing” means a notice in the form of Exhibit B
to be delivered to the Agent pursuant to Section 2.1.(b) evidencing
the Borrower’s request for a borrowing of Revolving Loans.


 


“Notice of Continuation” means a notice in the form of Exhibit C
to be delivered to the Agent pursuant to Section 2.8. evidencing the
Borrower’s request for the Continuation of a LIBOR Loan.


 


“Notice of Conversion” means a notice in the form of Exhibit D
to be delivered to the Agent pursuant to Section 2.9. evidencing the
Borrower’s request for the Conversion of a Loan from one Type to another Type.


 


“Notice of Swingline Borrowing” means a notice in the form of
Exhibit E to be delivered to the Agent pursuant to Section 2.2.
evidencing the Borrower’s request for a Swingline Loan.


 


“Obligations” means, individually and collectively:  (a) the aggregate principal balance of,
and all accrued and unpaid interest on, all Loans; (b) all Reimbursement
Obligations and all other Letter of Credit Liabilities; and (c) all other
indebtedness, liabilities, obligations, covenants and duties of the Borrower
and the other Loan Parties owing to the Agent or any Lender of every kind,
nature and description, under or in respect of this Agreement or any of the
other Loan Documents, including, without limitation, the Fees and
indemnification obligations, whether direct or indirect, absolute or
contingent, due or not due, contractual or tortious, liquidated or
unliquidated, and whether or not evidenced by any promissory note.


 


“Occupancy Rate” means, with respect to a Property at any
time, the ratio, expressed as a percentage, of (a) the net rentable square
footage of such Property occupied by tenants that are not Affiliates paying
rent at market rates pursuant to binding leases as to which no monetary default
has occurred and is continuing to (b) the aggregate net rentable square
footage of such Property; provided, however, for purposes of the immediately
preceding clause (a): (i) if such tenant has executed a lease for space in
such Property and the Borrower or such tenant’s agents


 


17

















 


are in the process of
preparing such space for physical occupancy, then such space shall be
considered occupied and (ii) net rentable square footage occupied by the
Parent or any Affiliate paying rent at market rates pursuant to binding leases
as to which no monetary default has occurred and is continuing (“Affiliate
Rented Space”) may be included in such calculation; provided, no more than
30,000 square feet of Affiliate Rented Space shall be used in the calculation
of Occupancy Rates of the Properties; provided, further, to the extent
Affiliate Rented Space exceeds 30,000 square feet in the aggregate with respect
to all Properties, such excess shall be allocated pro rata among each Property
with respect to which Affiliate Rented Space was included in the calculation of
the Occupancy Rate for such Property to reduce the Affiliate Rented Space used
in such calculation.


 


“OFAC” means U.S. Department of the Treasury’s Office of
Foreign Assets Control and any successor Governmental Authority.


 


“OFAC Review Process” means that certain review process
established by Agent to determine if any potential transferee of any interests
in, or any assignee of any portion of, a Commitment or Loan assigned by a
Lender is a party with whom the Agent and any Lender are restricted from doing
business under (i) the regulations of OFAC, including any Sanctioned
Person, or (ii) any other statute, executive order or other governmental
action or list (including the September 24, 2001 Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism.


 


“Off-Balance Sheet Obligations” means liabilities and
obligations of the Parent, the Borrower, any Subsidiary or any other Person in
respect of “off-balance sheet arrangements” (as defined in the SEC Off-Balance
Sheet Rules) which the Parent would be required to disclose in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
section of the Parent’s report on Form 10-Q or Form 10-K (or their
equivalents) which the Parent is required to file with the Securities and
Exchange Commission (or any Governmental Authority substituted therefor). As
used in this definition, the term “SEC Off-Balance Sheet Rules” means the
Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet
Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5,
2003) (codified at 17 CFR pts. 228, 229 and 249).


 


“Parent” has the meaning set forth in the introductory
paragraph hereof and shall include the Parent’s successors and permitted
assigns.


 


“Participant” has the meaning given that term in Section 12.5.(i).


 


“Patriot Act Customer Identification Process” means that
certain customer identification and review process established by the Agent
pursuant to the requirements of 31 U.S.C. §5318(1) and 31 C.F.R. §103.121
to verify the identity of all permitted transferees of interests in the
Borrower and any assignees of a portion of a Commitment or Loan assigned by a
Lender.


 


“PBGC” means the Pension Benefit Guaranty Corporation and any
successor agency.


 


18

















 


“Permitted Liens” means, as to any Person:  (a) Liens securing taxes, assessments
and other charges or levies imposed by any Governmental Authority (excluding
any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any
Environmental Laws) or the claims of materialmen, mechanics, carriers,
warehousemen or landlords for labor, materials, supplies or rentals incurred in
the ordinary course of business, which are not at the time required to be paid
or discharged under Section 7.6.; (b) Liens consisting of deposits or
pledges made, in the ordinary course of business, in connection with, or to
secure payment of, obligations under workers’ compensation, unemployment
insurance or similar Applicable Laws; (c) Liens consisting of encumbrances
in the nature of zoning restrictions, easements, and rights or restrictions of
record on the use of real property, which do not materially detract from the
value of such property or impair the use thereof in the business of such
Person; (d) the rights of tenants under leases or subleases not interfering
with the ordinary conduct of business of such Person; (e) Liens in favor
of the Agent for the benefit of the Lenders; (f) Liens in favor of the
Borrower or a Guarantor securing obligations owing by a Subsidiary to the
Borrower or a Guarantor, which obligations have been subordinated to the
obligations owing by the Borrower and the Guarantors under the Loan Documents
on terms satisfactory to the Agent; and (g) Liens in existence as of the
Agreement Date and set forth in Part II of Schedule 6.1.(f).


 


“Person” means an individual, corporation, partnership,
limited liability company, association, trust or unincorporated organization,
or a government or any agency or political subdivision thereof.


 


“Plan” means at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (a) is maintained, or contributed to, by any
member of the ERISA Group for employees of any member of the ERISA Group or (b) has
at any time within the preceding five years been maintained, or contributed to,
by any Person which was at such time a member of the ERISA Group for employees
of any Person which was at such time a member of the ERISA Group.


 


“Post-Default Rate” means, in respect of any principal of any
Loan or any other Obligation that is not paid when due (whether at stated
maturity, by acceleration, by optional or mandatory prepayment or otherwise), a
rate per annum equal to the Base Rate as in effect from time to time plus
the Applicable Margin for Base Rate Loans plus two percent (2%).


 


“Preferred Dividends” means, for any period and without
duplication, all Restricted Payments paid during such period on Preferred
Securities issued by the Parent or a Subsidiary. Preferred Dividends shall not
include dividends or distributions paid or payable (a) solely in Equity
Interests payable to holders of such class of Equity Interests; (b) to the
Parent or a Subsidiary; or (c) constituting or resulting in the redemption
of Preferred Securities, other than scheduled redemptions not constituting
balloon, bullet or similar redemptions in full.


 


“Preferred Securities” means, with respect to any Person,
Equity Interests in such Person which are entitled to preference or priority
over any other Equity Interest in such Person in respect of the payment of
dividends or distribution of assets upon liquidation or both.


 


19

















 


“Prime Rate” means the rate of interest per annum announced
publicly by the Lender then acting as the Agent as its prime rate from time to
time. The Prime Rate is not necessarily the best or the lowest rate of interest
offered by the Lender acting as the Agent or any other Lender.


 


“Principal Office” means the office of the Agent located at
127 Public Square, Cleveland, Ohio 44114, or such other office of the Agent as
the Agent may designate from time to time.


 


“Property” means any parcel of real property owned or leased
(in whole or in part) or operated by the Parent, the Borrower, any Subsidiary
or any Unconsolidated Affiliate of the Parent.


 


“Rating Agency” means S&P or Moody’s.


 


“Regulatory Change” means, with respect to any Lender, any
change effective after the Agreement Date in Applicable Law (including without
limitation, Regulation D of the Board of Governors of the Federal Reserve
System) or the adoption or making after such date of any interpretation,
directive or request applying to a class of banks, including such Lender, of or
under any Applicable Law (whether or not having the force of law and whether or
not failure to comply therewith would be unlawful) by any Governmental
Authority or monetary authority charged with the interpretation or
administration thereof or compliance by any Lender with any request or
directive regarding capital adequacy.


 


“Reimbursement Obligation” means the absolute, unconditional
and irrevocable obligation of the Borrower to reimburse the Agent for any
drawing honored by the Agent under a Letter of Credit.


 


“REIT” means a Person qualifying for treatment as a “real
estate investment trust” under the Internal Revenue Code.


 


“Requisite Lenders” means, as of any date, Lenders having at
least 66-2/3% of the aggregate amount of the Commitments (not held by
Defaulting Lenders who are not entitled to vote), or, if the Commitments have
been terminated or reduced to zero, Lenders holding at least 66-2/3% of the
principal amount of the aggregate outstanding Loans and Letter of Credit
Liabilities (not held by Defaulting Lenders who are not entitled to vote). Commitments,
Revolving Loans and Letter of Credit Liabilities held by Defaulting Lenders
shall be disregarded when determining the Requisite Lenders.


 


“Responsible Officer” means with respect to the Parent or any
Subsidiary, the chief executive officer, the chief operating officer, the chief
financial officer, or president of the Parent or such Subsidiary.


 


“Restricted Payment” means: 
(a) any dividend or other distribution, direct or indirect, on
account of any Equity Interest of the Parent or any Subsidiary now or hereafter
outstanding, except a dividend payable solely in Equity Interests of identical
class to the holders of that class;


 


20

















 


(b) any redemption,
conversion, exchange, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any Equity Interest of the
Parent or any Subsidiary now or hereafter outstanding; and (c) any payment
made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire any Equity Interests of the Parent or any
Subsidiary now or hereafter outstanding.


 


“Revolving Loan” means a loan made by a Lender to the
Borrower pursuant to Section 2.1.(a).


 


“Revolving Note” has the meaning given that term in Section 2.10.(a).


 


“Sanctioned Entity” means (a) an agency of the
government of, (b) an organization directly or indirectly controlled by,
or (c) a Person resident in, in each case, a country that is subject to a
sanctions program identified on the list maintained by the OFAC and published
from time to time, as such program may be applicable to such agency,
organization or Person.


 


“Sanctioned Person” means a Person named on the list of
Specially Designated Nationals or Blocked Persons maintained by the OFAC as
published from time to time.


 


“Secured Indebtedness” means, with respect to a Person as of
any given date, the aggregate principal amount of all Indebtedness of such
Person outstanding at such date and that is secured in any manner by any Lien,
and in the case of the Parent or the Borrower, shall include (without
duplication) the Parent’s or the Borrower’s, respectively, pro rata share of
the Secured Indebtedness of its Unconsolidated Affiliates.


 


“Securities Act” means the Securities Act of 1933, as amended
from time to time, together with all rules and regulations issued
thereunder.


 


“Solvent” means, when used with respect to any Person, that (a) the
fair value and the fair salable value of its assets (excluding any Indebtedness
due from any affiliate of such Person) are each in excess of the fair valuation
of its total liabilities (including all contingent liabilities computed at the
amount which, in light of all the facts and circumstances existing at such
time, represents the amount that could reasonably be expected to become an
actual and matured liability); (b) such Person is able to pay its debts or
other obligations in the ordinary course as they mature; and (c) such
Person has capital not unreasonably small to carry on its business and all
business in which it proposes to be engaged.


 


“S&P” means Standard & Poor’s Rating Services, a
division of The McGraw-Hill Companies, Inc., and its successors.


 


“Stabilized
Property” means, any Property that is not a Development
Property.


 


“Stated Amount” means the amount available to be drawn by a
beneficiary under a Letter of Credit from time to time, as such amount may be
increased or reduced from time to time in accordance with the terms of such Letter
of Credit.


 


21

















 


“Subsidiary” means, for any Person, any corporation,
partnership or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such corporation, partnership or other entity (without regard to
the occurrence of any contingency) is at the time directly or indirectly owned
or controlled by such Person or one or more Subsidiaries of such Person or by
such Person and one or more Subsidiaries of such Person, and shall include all
Persons the accounts of which are consolidated with those of such Person
pursuant to GAAP.


 


“Swingline Commitment” means the Swingline Lender’s
obligation to make Swingline Loans pursuant to Section 2.2. in an amount
up to, but not exceeding, $50,000,000, as such amount may be reduced from time
to time in accordance with the terms hereof.


 


“Swingline Lender” means KeyBank.


 


“Swingline Loan” means a loan made by the Swingline Lender to
the Borrower pursuant to Section 2.2.(a).


 


“Swingline Note” means the promissory note of the Borrower
payable to the order of the Swingline Lender in a principal amount equal to the
amount of the Swingline Commitment as originally in effect and otherwise duly
completed, substantially in the form of Exhibit F.


 


“Tangible Net Worth” means, as of any date of determination,
the stockholders’ equity of the Parent and its Subsidiaries determined on a
consolidated basis plus (a) accumulated depreciation and
amortization minus the following (to the extent reflected in determining
stockholders’ equity of the Parent and its Subsidiaries); (b) the amount
of any write-up in the book value of any assets contained in any balance sheet
resulting from revaluation thereof or any write-up in excess of the cost of
such assets acquired; and (c) all amounts appearing on the assets side of
any such balance sheet for assets which would be classified as intangible
assets under GAAP excluding such intangibles booked in connection with real
estate acquisitions with above or below market rents, all determined on a
consolidated basis.


 


“Taxes” has the meaning given that term in Section 3.12.


 


“Termination Date” means September 30, 2011, or such
later date to which the Termination Date may be extended pursuant to Section 2.12.


 


“Titled Agents” means each of the Co-Lead Arrangers, each of
the Documentation Agents, the Syndication Agent and their respective successors
and permitted assigns.


 


“Total Asset Value” means the sum of all of
the following of the Parent and its Subsidiaries on a consolidated basis,
without duplication, determined in accordance with GAAP applied on a consistent
basis: (a) cash and cash equivalents, plus (b) with respect to each
Stabilized Property owned by the Parent, the Borrower or any Subsidiary of the
Borrower or the Parent, (i)(A) Net Operating Income attributable to such
Stabilized Property for the fiscal quarter most recently ended multiplied by 4,
divided by (ii) the Capitalization Rate, plus (c) the GAAP


 


22

















 


book value of all
Properties owned or leased entirely by the Parent, the Borrower or a Wholly
Owned Subsidiary and the pro-rata share of the Parent or the Borrower, as
applicable, of the GAAP book value of all other Properties owned or leased by
any Subsidiary that is not a Wholly Owned Subsidiary, in each case, acquired
during the two consecutive fiscal quarters most recently ended, plus (d) the
GAAP book value of all Development Properties (including Construction-in-Process),
plus (e) the GAAP book value of Unimproved Land, Mortgage Receivables and
other promissory notes. The Parent’s pro rata share of assets held by Unconsolidated
Affiliates will be included in Total Asset Value calculations consistent with
the above described treatment for wholly owned assets. For purposes of
determining Total Asset Value, Net Operating Income from (A) Properties
acquired during the two consecutive fiscal quarters most recently ended, (B) Properties
disposed of by the Parent, its Subsidiaries and Unconsolidated Affiliates
during the immediately preceding fiscal quarter and (C) Properties with
negative Net Operating Incomes shall be excluded from clause (b) above.


 


“Total Indebtedness” means all Indebtedness of the Parent
and its Subsidiaries determined on a consolidated basis.


 


“Type” with respect to any Revolving Loan, refers to whether
such Loan is a LIBOR Loan or Base Rate Loan.


 


“Unconsolidated Affiliate” means, with respect to any Person,
any other Person in whom such Person holds an Investment, which Investment is
accounted for in the financial statements of such Person on an equity basis of
accounting and whose financial results would not be consolidated under GAAP
with the financial results of such Person on the consolidated financial
statements of such Person.


 


“Unencumbered Adjusted NOI”  means,
for any period of determination, Adjusted Net Operating Income from Wholly
Owned Properties and the pro-rata share of Adjusted Net Operating Income from
Controlled Properties and Non-Controlled Properties as adjusted for any
non-recurring items during the reporting period; provided, however, “Unencumbered
Adjusted NOI” shall not be less than zero.


 


“Unencumbered Asset Value” means, without duplication, (a) (i) the
Unencumbered NOI (excluding Net Operating Income attributable to Development
Properties, Properties with negative Net Operating Incomes, Properties acquired
during the two consecutive fiscal quarters most recently ending and Properties
disposed of during the fiscal quarter most recently ending) for the fiscal
quarter most recently ending times four divided by (ii) the Capitalization
Rate, plus (b) the GAAP book value of all Wholly Owned Properties and the
pro-rata share of the Parent or the Borrower, as applicable, of the GAAP book
value of Controlled Properties and Non-Controlled Properties, in each case,
acquired during the two consecutive fiscal quarters most recently ended, plus (c) the
GAAP book value of all Development Properties (including the
Construction-in-Process) and Unimproved Land, in each case that constitute
Eligible Unencumbered Properties. For purposes of this definition, (x) to
the extent the Unencumbered Asset Value
attributable to Development Properties and Unimproved Land would exceed 35% of
the Unencumbered Asset Value,
such excess shall be excluded, (y) to the extent the Unencumbered Asset Value attributable
to Unimproved Land would exceed 15% of the


 


23

















 


Unencumbered
Asset Value, such excess shall be excluded and (z) to the extent
the Unencumbered Asset Value
attributable to Non-Controlled Properties would exceed 15% of the Unencumbered Asset Value, such excess
shall be excluded.


 


“Unencumbered NOI” means, for any period of determination,
Net Operating Income from Wholly Owned Properties and the pro-rata share of Net
Operating Income from Controlled Properties and Non-Controlled Properties which
have been owned for the entire previous fiscal quarter as adjusted for any
non-recurring items during the reporting period; provided, however, “Unencumbered
NOI” shall not be less than zero.


 


“Unfunded Liabilities” means, with respect to any Plan at any
time, the amount (if any) by which (a) the value of all benefit
liabilities under such Plan, determined on a plan termination basis using the
assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA,
exceeds (b) the fair market value of all Plan assets allocable to such
liabilities under Title IV of ERISA (excluding any accrued but unpaid
contributions), all determined as of the then most recent valuation date for
such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person under
Title IV of ERISA.


 


“Unimproved Land” means land with respect to which no
development (other than improvements that are not material and are temporary in
nature) has occurred and for which no development is planned in the 12 months
following the date of determination.


 


“Unsecured Indebtedness” means Indebtedness which is not
Secured Indebtedness.


 


“Unsecured Interest Expense” means, for any period of
determination, Interest Expense for such period attributable to Unsecured
Indebtedness of the Parent and its Subsidiaries.


 


“Wholly Owned Property” means an Eligible Unencumbered
Property which is owned or leased by the Parent, the Borrower or a Wholly Owned
Subsidiary.


 


“Wholly Owned Subsidiary” means any Subsidiary of a Person in
respect of which all of the equity securities or other ownership interests
(other than, in the case of a corporation, directors’ qualifying shares) are at
the time directly or indirectly owned or controlled by such Person or one or
more other Subsidiaries of such Person or by such Person and one or more other
Subsidiaries of such Person.


 


Section 1.2.   General; References to Times.


 


Unless
otherwise indicated, all accounting terms, ratios and measurements shall be
interpreted or determined in accordance with GAAP; provided that, if at any
time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Borrower or the
Requisite Lenders shall so request, the Agent, the Lenders and the Borrower
shall negotiate in good faith to amend such ratio or requirement to preserve
the original intent thereof in light of such change in GAAP (subject to the
approval of the Requisite Lenders); provided further that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP
prior to such change therein and (ii) the


 


24

















 


Parent shall provide to
the Agent and the Lenders financial statements and other documents required
under this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. References in this Agreement to
“Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles,
exhibits and schedules herein and hereto unless otherwise indicated. References
in this Agreement to any document, instrument or agreement (a) shall
include all exhibits, schedules and other attachments thereto, (b) shall
include all documents, instruments or agreements issued or executed in
replacement thereof, to the extent permitted hereby and (c) shall mean
such document, instrument or agreement, or replacement or predecessor thereto,
as amended, supplemented, restated or otherwise modified as of the date of this
Agreement and from time to time thereafter to the extent not prohibited hereby
and in effect at any given time. Wherever from the context it appears
appropriate, each term stated in either the singular or plural shall include
the singular and plural, and pronouns stated in the masculine, feminine or
neuter gender shall include the masculine, the feminine and the neuter. Unless
explicitly set forth to the contrary, a reference to “Subsidiary” means a
Subsidiary of the Parent or a Subsidiary of such Subsidiary, a reference to an “Affiliate”
means a reference to an Affiliate of the Parent and a reference to an “Unconsolidated
Affiliate” means a reference to an Unconsolidated Affiliate of the Parent. Titles
and captions of Articles, Sections, subsections and clauses in this Agreement
are for convenience only, and neither limit nor amplify the provisions of this
Agreement. Unless otherwise indicated, all references to time are references to
Cleveland, Ohio time.


 


Section 1.3.   Financial Attributes of Non-Wholly Owned
Subsidiaries.


 


When
determining the Parent’s or the Borrower’s compliance with any financial
covenant contained in any of the Loan Documents, only the Parent’s or the
Borrower’s, respectively, pro rata share of the financial attributes of a
Subsidiary that is not a Wholly Owned Subsidiary (other than the Borrower)
shall be included.


 


ARTICLE II. CREDIT FACILITY


 


Section 2.1.   Revolving Loans.


 


(a)           Generally. Subject to the
terms and conditions hereof, during the period from the Effective Date to but
excluding the Termination Date, each Lender severally and not jointly agrees to
make Revolving Loans to the Borrower in an aggregate principal amount at any
one time outstanding up to, but not exceeding, the amount of such Lender’s
Commitment. Subject to the terms and conditions of this Agreement, during the
period from the Effective Date to but excluding the Termination Date, the
Borrower may borrow, repay and reborrow Revolving Loans hereunder.


 


(b)           Requesting Revolving Loans. The
Borrower shall give the Agent notice pursuant to a Notice of Borrowing or
telephonic notice of each borrowing of Revolving Loans. Each Notice of
Borrowing shall be delivered to the Agent before 11:00 a.m. (i) in
the case of LIBOR Loans, on the date three Business Days prior to the proposed
date of such borrowing and (ii) in the case of Base Rate Loans, on the
date one Business Day prior to the proposed date of such borrowing. Any such
telephonic notice shall include all information to be specified in a written


 


25

















 


Notice of Borrowing and
shall be promptly confirmed in writing by the Borrower pursuant to a Notice of
Borrowing sent to the Agent by telecopy on the same day of the giving of such
telephonic notice. The Agent will transmit by telecopy the information
contained in such Notice of Borrowing to each Lender promptly upon receipt by
the Agent. Each Notice of Borrowing or telephonic notice of each borrowing
shall be irrevocable once given and binding on the Borrower.


 


(c)           Disbursements of Revolving Loan
Proceeds. No later than 1:00 p.m. on the date specified in the Notice
of Borrowing, each Lender will make available for the account of its applicable
Lending Office to the Agent at the Principal Office, in immediately available
funds, the proceeds of the Revolving Loan to be made by such Lender. With
respect to Revolving Loans to be made after the Effective Date, unless the
Agent shall have been notified by any Lender prior to the specified date of
borrowing that such Lender does not intend to make available to the Agent the
Revolving Loan to be made by such Lender on such date, the Agent may assume
that such Lender will make the proceeds of such Revolving Loan available to the
Agent on the date of the requested borrowing as set forth in the Notice of
Borrowing and the Agent may (but shall not be obligated to), in reliance upon
such assumption, make available to the Borrower the amount of such Revolving Loan
to be provided by such Lender. Subject to satisfaction of the applicable
conditions set forth in Article V. for such borrowing, the Agent will make
the proceeds of such borrowing available to the Borrower no later than 2:00 p.m.
on the date and at the account specified by the Borrower in such Notice of
Borrowing.


 


(d)           Repayment of Loans Outstanding
under Existing Credit Agreement. The Borrower and the Lenders agree that on
the Effective Date all Loans (as defined in the Existing Credit Agreement)
outstanding under the Existing Credit Agreement shall be repaid with the
proceeds of the initial Loans to be made by the Lenders hereunder.


 


Section 2.2.   Swingline Loans.


 


(a)           Swingline Loans. Subject to
the terms and conditions hereof, during the period from the Effective Date to
but excluding the Termination Date, the Swingline Lender agrees to make
Swingline Loans to the Borrower in an aggregate principal amount at any one
time outstanding up to, but not exceeding, the amount of the Swingline
Commitment. If at any time the aggregate principal amount of the Swingline
Loans outstanding at such time exceeds the Swingline Commitment in effect at
such time, the Borrower shall immediately pay the Agent for the account of the
Swingline Lender the amount of such excess. Subject to the terms and conditions
of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans
hereunder.


 


(b)           Procedure for Borrowing Swingline
Loans. The Borrower shall give the Agent and the Swingline Lender notice
pursuant to a Notice of Swingline Borrowing or telephonic notice of each
borrowing of a Swingline Loan. Each Notice of Swingline Borrowing shall be
delivered to the Swingline Lender no later than 3:00 p.m. on the proposed
date of such borrowing. Any such notice given telephonically shall include all
information to be specified in a written Notice of Swingline Borrowing and
shall be promptly confirmed in writing by the Borrower pursuant to a Notice of
Swingline Borrowing sent to the Swingline Lender by telecopy on the same day of
the giving of such telephonic notice. On the date of the requested Swingline


 


26

















 


Loan and subject to
satisfaction of the applicable conditions set forth in Article V. for such
borrowing, the Swingline Lender will make the proceeds of such Swingline Loan
available to the Borrower in Dollars, in immediately available funds, at the
account specified by the Borrower in the Notice of Swingline Borrowing not
later than 4:00 p.m. on such date.


 


(c)           Interest. Swingline Loans
shall bear interest at a per annum rate equal to the Base Rate plus the
Applicable Margin for Base Rate Loans. Interest payable on Swingline Loans is
solely for the account of the Swingline Lender. All accrued and unpaid interest
on Swingline Loans shall be payable on the dates and in the manner provided in Section 2.4.
with respect to interest on Base Rate Loans (except as the Swingline Lender and
the Borrower may otherwise agree in writing in connection with any particular
Swingline Loan).


 


(d)           Swingline Loan Amounts, Etc. Each
Swingline Loan shall be in the minimum amount of $1,000,000 and integral
multiples of $500,000 or such other minimum amounts agreed to by the Swingline
Lender and the Borrower. Any voluntary prepayment of a Swingline Loan must be
in integral multiples of $100,000 or the aggregate principal amount of all
outstanding Swingline Loans (or such other minimum amounts upon which the
Swingline Lender and the Borrower may agree) and in connection with any such
prepayment, the Borrower must give the Swingline Lender prior written notice
thereof no later than 10:00 a.m. on the date of such prepayment. The
Swingline Loans shall, in addition to this Agreement, be evidenced by the
Swingline Note.


 


(e)           Repayment and Participations of
Swingline Loans. The Borrower agrees to repay each Swingline Loan within
one Business Day of demand therefor by the Swingline Lender and in any event,
within 5 Business Days after the date such Swingline Loan was made. Notwithstanding
the foregoing, the Borrower shall repay the entire outstanding principal amount
of, and all accrued but unpaid interest on, the Swingline Loans on the
Termination Date (or such earlier date as the Swingline Lender and the Borrower
may agree in writing). In lieu of demanding repayment of any outstanding
Swingline Loan from the Borrower and if the Borrower has not already submitted
a timely Notice of Borrowing for the purpose of repaying such Swingline Loan,
the Swingline Lender may, on behalf of the Borrower (which hereby irrevocably
directs the Swingline Lender to act on its behalf for such purpose), request a
borrowing of Base Rate Loans from the Lenders in an amount equal to the
principal balance of such Swingline Loan. The amount limitations of Section 3.5.(a) shall
not apply to any borrowing of Base Rate Loans made pursuant to this subsection.
The Swingline Lender shall give notice to the Agent of any such borrowing of
Base Rate Loans not later than 12:00 noon on the proposed date of such
borrowing and the Agent shall give prompt notice of such borrowing to the
Lenders. No later than 2:00 p.m. on such date, each Lender will make
available to the Agent at the Principal Office for the account of Swingline
Lender in immediately available funds, the proceeds of the Base Rate Loan to be
made by such Lender and, to the extent of such Base Rate Loan, such Lender’s
participation in the Swingline Loan so repaid shall be deemed to be funded by
the Base Rate Loan. The Agent shall pay the proceeds of such Base Rate Loans to
the Swingline Lender, which shall apply such proceeds to repay such Swingline
Loan. At the time each Swingline Loan is made, each Lender shall automatically
(and without any further notice or action) be deemed to have purchased from the
Swingline Lender, without recourse or warranty, an undivided interest and
participation to the extent of such Lender’s Commitment Percentage in


 


27

















 


such Swingline Loan. If
the Lenders are prohibited from making Loans required to be made under this
subsection for any reason, including without limitation, the occurrence of any
Default or Event of Default described in Section 10.1.(f) or
10.1.(g), upon notice from the Agent or the Swingline Lender, each Lender
severally agrees to pay to the Agent for the account of the Swingline Lender in
respect of such participation the amount of such Lender’s Commitment Percentage
of each outstanding Swingline Loan. If such amount is not in fact made
available to the Agent by any Lender, the Swingline Lender shall be entitled to
recover such amount on demand from such Lender, together with accrued interest
thereon for each day from the date of demand thereof, at the Federal Funds Rate.
If such Lender does not pay such amount forthwith upon demand therefor by the
Agent or the Swingline Lender, and until such time as such Lender makes the
required payment, the Swingline Lender shall be deemed to continue to have
outstanding Swingline Loans in the amount of such unpaid participation
obligation for all purposes of the Loan Documents (other than those provisions
requiring the other Lenders to purchase a participation therein). Further, such
Lender shall be deemed to have assigned any and all payments made of principal
and interest on its Loans, and any other amounts due to it hereunder, to the
Swingline Lender to fund Swingline Loans in the amount of the participation in
Swingline Loans that such Lender failed to purchase pursuant to this Section until
such amount has been purchased (as a result of such assignment or otherwise). A
Lender’s obligation to make payments in respect of a participation in a
Swingline Loan shall be absolute and unconditional and shall not be affected by
any circumstance whatsoever, including, without limitation, (i) any claim
of setoff, counterclaim, recoupment, defense or other right which such Lender
or any other Person may have or claim against the Agent, the Swingline Lender
or any other Person whatsoever, (ii) the occurrence or continuation of a
Default or Event of Default (including, without limitation, any of the Defaults
or Events of Default described in Sections 10.1.(f) or 10.1.(g)) or
the termination of any Lender’s Revolving Commitment, (iii) the existence
(or alleged existence) of an event or condition which has had or could have a
Material Adverse Effect, (iv) any breach of any Loan Document by the
Agent, any Lender or the Borrower or (v) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing.


 


Section 2.3.   Letters of Credit.


 


(a)           Letters of Credit. Subject to
the terms and conditions of this Agreement, the Agent, on behalf of the
Lenders, agrees to issue for the account of the Borrower during the period from
and including the Effective Date to, but excluding, the date 30 days prior to the
Termination Date one or more letters of credit (each a “Letter of Credit”) up
to a maximum aggregate Stated Amount at any one time outstanding not to exceed
the L/C Commitment Amount.


 


(b)           Terms of Letters of Credit. At
the time of issuance, the amount, form, terms and conditions of each Letter of
Credit, and of any drafts or acceptances thereunder, shall be subject to
approval by the Agent and the Borrower. Notwithstanding the foregoing, in no
event may the expiration date of any Letter of Credit extend beyond the earlier
of (i) the date one year from its date of issuance or (ii) the
Termination Date; provided, however, a Letter of Credit may contain a provision
providing for the automatic extension of the expiration date in the absence of
a notice of non-renewal from the Agent but in no event shall any such provision
permit the extension of the expiration date of such Letter of Credit beyond the
Termination Date.


 


28

















 


(c)           Requests for Issuance of Letters of
Credit. The Borrower shall give the Agent written notice (or telephonic
notice promptly confirmed in writing) at least 5 Business Days prior to the
requested date of issuance of a Letter of Credit, such notice to describe in
reasonable detail the proposed terms of such Letter of Credit and the nature of
the transactions or obligations proposed to be supported by such Letter of
Credit, and in any event shall set forth with respect to such Letter of Credit
the proposed (i) Stated Amount, (ii) the beneficiary, and (iii) the
expiration date. The Borrower shall also execute and deliver such customary
letter of credit application forms as requested from time to time by the Agent.
Provided the Borrower has given the notice prescribed by the first sentence of
this subsection and subject to the other terms and conditions of this
Agreement, including the satisfaction of any applicable conditions precedent
set forth in Article V., the Agent shall issue the requested Letter of
Credit on the requested date of issuance for the benefit of the stipulated
beneficiary. Upon the written request of the Borrower, the Agent shall deliver
to the Borrower a copy of each issued Letter of Credit within a reasonable time
after the date of issuance thereof. To the extent any term of a Letter of
Credit Document is inconsistent with a term of any Loan Document, the term of
such Loan Document shall control.


 


(d)           Reimbursement Obligations. Upon
receipt by the Agent from the beneficiary of a Letter of Credit of any demand
for payment under such Letter of Credit, the Agent shall promptly notify the
Borrower of the amount to be paid by the Agent as a result of such demand and
the date on which payment is to be made by the Agent to such beneficiary in
respect of such demand; provided, however, the Agent’s failure to give, or
delay in giving, such notice shall not discharge the Borrower in any respect
from the applicable Reimbursement Obligation. The Borrower hereby
unconditionally and irrevocably agrees to pay and reimburse the Agent for the
amount of each demand for payment under such Letter of Credit on or prior to
the date on which payment is to be made by the Agent to the beneficiary
thereunder, without presentment, demand, protest or other formalities of any
kind (other than notice as provided in this subsection). Upon receipt by the
Agent of any payment in respect of any Reimbursement Obligation, the Agent
shall promptly pay to each Lender that has acquired a participation therein
under the second sentence of Section 2.3.(i) such Lender’s Commitment
Percentage of such payment.


 


(e)           Manner of Reimbursement. Upon
its receipt of a notice referred to in the immediately preceding
subsection (d), the Borrower shall advise the Agent whether or not the
Borrower intends to borrow hereunder to finance its obligation to reimburse the
Agent for the amount of the related demand for payment and, if it does, the
Borrower shall submit a timely request for such borrowing as provided in the
applicable provisions of this Agreement. If the Borrower fails to so advise the
Agent, or if the Borrower fails to reimburse the Agent for a demand for payment
under a Letter of Credit by the date of such payment, then (i) if the
applicable conditions contained in Article V. would permit the making of
Revolving Loans, the Borrower shall be deemed to have requested a borrowing of
Revolving Loans (which shall be Base Rate Loans) in an amount equal to the
unpaid Reimbursement Obligation and the Agent shall give each Lender prompt
notice of the amount of the Revolving Loan to be made available to the Agent
not later than 1:00 p.m. and (ii) if such conditions would not permit
the making of Revolving Loans, the provisions of subsection (j) of
this Section shall apply. The limitations of Section 3.5.(a) shall
not apply to any borrowing of Base Rate Loans under this subsection.


 


29

















 


(f)            Effect of Letters of Credit on
Commitments. Upon the issuance by the Agent of any Letter of Credit and
until such Letter of Credit shall have expired or been terminated, the
Commitment of each Lender shall be deemed to be utilized for all purposes of
this Agreement in an amount equal to the product of (i) such Lender’s
Commitment Percentage and (ii) the sum of (A) the Stated Amount of
such Letter of Credit plus (B) any related Reimbursement Obligations then
outstanding.


 


(g)           Agent’s Duties Regarding Letters
of Credit; Unconditional Nature of Reimbursement Obligations. In examining
documents presented in connection with drawings under Letters of Credit and
making payments under such Letters of Credit against such documents, the Agent
shall only be required to use the same standard of care as it uses in
connection with examining documents presented in connection with drawings under
letters of credit in which it has not sold participations and making payments
under such letters of credit. The Borrower assumes all risks of the acts and
omissions of, or misuse of the Letters of Credit by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation
of the foregoing, neither the Agent nor any of the Lenders shall be responsible
for (i) the form, validity, sufficiency, accuracy, genuineness or legal
effects of any document submitted by any party in connection with the
application for and issuance of or any drawing honored under any Letter of
Credit even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any Letter of Credit, or the rights or benefits thereunder
or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; (iii) failure of the beneficiary of any Letter
of Credit to comply fully with conditions required in order to draw upon such
Letter of Credit; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telex, telecopy or
otherwise, whether or not they be in cipher; (v) errors in interpretation
of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any Letter
of Credit, or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any Letter of Credit, or the proceeds of any drawing under any
Letter of Credit; or (viii) any consequences arising from causes beyond
the control of the Agent or the Lenders. None of the above shall affect, impair
or prevent the vesting of any of the Agent’s or any Lender’s rights or powers
hereunder. Any action taken or omitted to be taken by the Agent under or in
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final, non-appealable judgment), shall not create against the
Agent or any Lender any liability to the Borrower or any Lender. In this
regard, the obligation of the Borrower to reimburse the Agent for any drawing
made under any Letter of Credit shall be absolute, unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement and any other applicable Letter of Credit Document under all
circumstances whatsoever, including without limitation, the following
circumstances: (A) any lack of validity or enforceability of any Letter of
Credit Document or any term or provisions therein; (B) any amendment or
waiver of or any consent to departure from all or any of the Letter of Credit
Documents; (C) the existence of any claim, setoff, defense or other right
which the Borrower may have at any time against the Agent, any Lender, any
beneficiary of a Letter of Credit or any other Person, whether in connection
with this Agreement, the transactions contemplated hereby or in the Letter of
Credit Documents or any unrelated transaction; (D) any breach of contract
or dispute between the Borrower, the


 


30

















 


Agent, any Lender or any
other Person; (E) any demand, statement or any other document presented
under a Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein or made in connection
therewith being untrue or inaccurate in any respect whatsoever; (F) any
non-application or misapplication by the beneficiary of a Letter of Credit of
the proceeds of any drawing under such Letter of Credit; (G) payment by
the Agent under any Letter of Credit against presentation of a draft or
certificate which does not strictly comply with the terms of such Letter of
Credit; and (H) any other act, omission to act, delay or circumstance
whatsoever that might, but for the provisions of this Section, constitute a
legal or equitable defense to or discharge of the Borrower’s Reimbursement
Obligations. Notwithstanding anything to the contrary contained in this Section or
Section 12.9., but not in limitation of the Borrower’s unconditional
obligation to reimburse the Agent for any drawing made under a Letter of Credit
as provided in this Section, the Borrower shall have no obligation to indemnify
the Agent or any Lender in respect of any liability incurred by the Agent or a
Lender arising solely out of the gross negligence or willful misconduct of the
Agent or a Lender in respect of a Letter of Credit as determined by a court of
competent jurisdiction in a final, non-appealable judgment. Except as otherwise
provided in this Section, nothing in this Section shall affect any rights
the Borrower may have with respect to the gross negligence or willful
misconduct of the Agent or any Lender with respect to any Letter of Credit.


 


(h)           Amendments, Etc. The issuance
by the Agent of any amendment, supplement or other modification to any Letter
of Credit shall be subject to the same conditions applicable under this
Agreement to the issuance of new Letters of Credit (including, without
limitation, that the request therefor be made through the Agent), and no such
amendment, supplement or other modification shall be issued unless either (i) the
respective Letter of Credit affected thereby would have complied with such
conditions had it originally been issued hereunder in such amended,
supplemented or modified form or (ii) the Requisite Lenders (or all of the
Lenders if required by Section 13.6.) shall have consented thereto. In
connection with any such amendment, supplement or other modification, the
Borrower shall pay the Fees, if any, payable under the last sentence of Section 3.6.(b).


 


(i)            Lenders’ Participation in Letters
of Credit. Immediately upon the issuance by the Agent of any Letter of
Credit each Lender shall be deemed to have irrevocably and unconditionally
purchased and received from the Agent, without recourse or warranty, an
undivided interest and participation to the extent of such Lender’s Commitment
Percentage of the liability of the Agent with respect to such Letter of Credit,
and each Lender thereby shall absolutely, unconditionally and irrevocably
assume, as primary obligor and not as surety, and shall be unconditionally
obligated to the Agent to pay and discharge when due, such Lender’s Commitment
Percentage of the Agent’s liability under such Letter of Credit. In addition,
upon the making of each payment by a Lender to the Agent in respect of any
Letter of Credit pursuant to the immediately following subsection (j),
such Lender shall, automatically and without any further action on the part of
the Agent or such Lender, acquire (i) a participation in an amount equal
to such payment in the Reimbursement Obligation owing to the Agent by the
Borrower in respect of such Letter of Credit and (ii) a participation in a
percentage equal to such Lender’s Commitment Percentage in any interest or
other amounts payable by the Borrower in respect of such Reimbursement
Obligation (other than the Fees payable to the Agent pursuant to the third and
last sentences of Section 3.6.(b)).


 


31
















 


(j)            Payment
Obligation of Lenders. Each Lender severally agrees to pay to the Agent on
demand in immediately available funds in Dollars the amount of such Lender’s
Commitment Percentage of each drawing paid by the Agent under each Letter of
Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.3.(d);
provided, however, that in respect of any drawing under any Letter of Credit,
the maximum amount that any Lender shall be required to fund, whether as a
Revolving Loan or as a participation, shall not exceed such Lender’s Commitment
Percentage of such drawing. If the notice referenced in the second sentence of Section 2.3.(e) is
received by a Lender not later than 11:00 a.m., then such Lender shall
make such payment available to the Agent not later than 2:00 p.m. on the
date of demand therefor; otherwise, such payment shall be made available to the
Agent not later than 1:00 p.m. on the next succeeding Business Day. Each
such Lender’s obligation to make such payments to the Agent under this
subsection, and the Agent’s right to receive the same, shall be absolute,
irrevocable and unconditional and shall not be affected in any way by any
circumstance whatsoever, including without limitation, (i) the failure of
any other Lender to make its payment under this subsection, (ii) the
financial condition of the Borrower or any other Loan Party, (iii) the
existence of any Default or Event of Default, including any Event of Default
described in Section 10.1.(f) or 10.1.(g) or (iv) the
termination of the Commitments. Each such payment to the Agent shall be made
without any offset, abatement, withholding or deduction whatsoever.


 


(k)           Information
to Lenders. Upon the request of any Lender from time to time, the Agent
shall deliver to such Lender information reasonably requested by such Lender
with respect to each Letter of Credit then outstanding. Other than as set forth
in this subsection, the Agent shall have no duty to notify the Lenders
regarding the issuance or other matters regarding Letters of Credit issued
hereunder. The failure of the Agent to perform its requirements under this
subsection shall not relieve any Lender from its obligations under Section 2.3.(j).


 


(l)            Letter of Credit
Outstanding under Existing Credit Agreement.


 


(i)            The
Borrower, the Parent, the Agent and the Lenders agree that letter of credit
no. SM216034 (the “Existing Letter of Credit”) dated October 5, 2005
for the benefit of Citigroup Global Markets Realty having a current Stated
Amount of $599,998 and issued by Wachovia Bank, National Association (“Wachovia”)
under the Existing Credit Agreement, shall be deemed to be a “Letter of Credit”
issued and outstanding under this Agreement subject to the terms of this Section 2.3.(l).
Accordingly, (x) except as provided otherwise in this Section 2.3.(l) or
as the context requires otherwise, references to the “Agent” relating to the
Existing Letter of Credit shall be deemed to be references to Wachovia, (y) each
Lender confirms its purchase of a participation in the Existing Letter of
Credit as provided in Section 2.3.(i) and (z) each Lender
confirms its obligation to indemnify Wachovia for Indemnifiable Amounts
relating to the Existing Letter of Credit pursuant and subject to the terms of Section 11.7.


 


(ii)           Notwithstanding
Section 2.3.(d), upon receipt by Wachovia from the beneficiary of the
Existing Letter of Credit of any demand for payment under such Letter of
Credit, Wachovia shall promptly notify the Agent (who shall in turn promptly
notify the Borrower) of the amount to be paid by Wachovia as a result of such
demand and the


 


32

















 


date
on which payment is to be made by Wachovia to such beneficiary in respect of
such demand; provided, however, the failure of Wachovia or the Agent to give,
or delay in giving, such notice shall not discharge the Borrower in any respect
from the applicable Reimbursement Obligation.


 


(iii)          Notwithstanding Section 2.3.(e), upon
the Borrower’s receipt of a notice referred to in the immediately preceding
clause (ii), the Borrower shall advise the Agent and Wachovia whether or
not the Borrower intends to borrow hereunder to finance its obligation to
reimburse Wachovia for the amount of the related demand for payment and, if it
does, the Borrower shall submit a timely request for such borrowing as provided
in the applicable provisions of this Agreement. If the Borrower fails to so
advise the Agent and Wachovia, or if the Borrower fails to reimburse Wachovia
for a demand for payment under the Existing Letter of Credit by the date of
such payment (in which case, Wachovia shall give prompt notice of such failure
to the Agent), then (x) if the applicable conditions contained in Article V. would permit the making of
Revolving Loans, the Borrower shall be deemed to have requested a borrowing of
Revolving Loans (which shall be Base Rate Loans) in an amount equal to the
unpaid Reimbursement Obligation, and the Agent shall give each Lender prompt
notice of the amount of the Revolving Loan to be made available to the Agent
for the account of Wachovia not later than 1:00 p.m. (which the Agent
shall pay to Wachovia not later than 2:00 p.m.) and (y) if such
conditions would not permit the making of Revolving Loans, the provisions of Section 2.3.(j) shall
apply. The limitations of Section 3.5.(a) shall
not apply to any borrowing of Base Rate Loans under this clause.


 


(iv)          Notwithstanding
Section 2.3.(j), each Lender severally agrees to pay to the Agent for the
account of Wachovia on demand by the Agent at Wachovia’s direction in
immediately available funds in Dollars the amount of such Lender’s Commitment
Percentage of each drawing paid by Wachovia under the Existing Letter of Credit
to the extent such amount is not reimbursed by the Borrower pursuant to the
immediately preceding clause (iii); provided, however, that in respect of
any drawing under the Existing Letter of Credit, the maximum amount that any
Lender shall be required to fund, whether as a Revolving Loan or as a
participation, shall not exceed such Lender’s Commitment Percentage of such
drawing. If the notice referenced in the second sentence of the immediately
preceding clause (iii) is received by a Lender not later than 11:00 a.m.,
then such Lender shall make such payment available to the Agent for the account
of Wachovia not later than 2:00 p.m. on the date of demand therefor;
otherwise, such payment shall be made available to the Agent for the Account of
Wachovia not later than 1:00 p.m. on the next succeeding Business Day. Each
such Lender’s obligation to make such payments to the Agent under this clause,
and Wachovia’s right to receive the same, shall be absolute, irrevocable and
unconditional and shall not be affected in any way by any circumstance
whatsoever, including without limitation, (A) the failure of any other
Lender to make its payment under this clause, (B) the financial condition
of the Borrower or any other Loan Party, (C) the existence of any Default
or Event of Default, including any Event of Default described in Section 10.1.(f) or 10.1.(g) or (D) the
termination of the Commitments. Each such payment to the Agent shall be made
without any offset, abatement, withholding or deduction whatsoever.


 


33

















 


(v)           Without
the prior written consent of the Requisite Lenders, the Borrower and Wachovia
agree not to amend the terms of the Existing Letter of Credit if such amendment
would (x) increase the Stated Amount or (y) extend the expiration
date of the Existing Letter of Credit to a date beyond the Termination Date
(including any amendment to the expiry date resulting from the operation of an
automatic extension provision of the Existing Letter of Credit) unless Wachovia
shall agree at such time that the Existing Letter of Credit shall no longer be
deemed to be a “Letter of Credit” issued and outstanding under this Agreement.


 


(vi)          Any
fees payable under the third and last sentences of Section 3.6.(c) in
respect of the Existing Letter of Credit shall be for the account of Wachovia.


 


(vii)         Any payments to be made by the Borrower under Section 2.13.
in respect of the Existing Letter of Credit shall be made to the Agent, and not
Wachovia, for deposit into the Collateral Account. Notwithstanding Section 10.5.(c),
if a drawing pursuant to the Existing Letter of Credit occurs on or prior to
the expiration date of the Existing Letter of Credit, the Borrower and the
Lenders authorize the Agent to use the monies deposited in the Collateral
Account to make payment to Wachovia with respect to such drawing.


 


Section 2.4. Rates and Payment of
Interest on Loans.


 


(a)           Rates. The
Borrower promises to pay to the Agent for the account of each Lender interest
on the unpaid principal amount of each Loan made by such Lender for the period
from and including the date of the making of such Loan to but excluding the
date such Loan shall be paid in full, at the following per annum rates:


 


(i)            during
such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect
from time to time) plus the Applicable Margin for Base Rate Loans; and


 


(ii)           during
such periods as such Loan is a LIBOR Loan, at Adjusted LIBOR for such Loan for
the Interest Period therefor plus the Applicable Margin for LIBOR Loans.


 


Notwithstanding
the foregoing, during the continuance of an Event of Default, the Borrower
shall pay to the Agent for the account of each Lender interest at the
Post-Default Rate on the outstanding principal amount of any Loan made by such
Lender, on all Reimbursement Obligations and on any other amount payable by the
Borrower hereunder or under the Notes held by such Lender to or for the account
of such Lender (including without limitation, accrued but unpaid interest to
the extent permitted under Applicable Law).


 


(b)           Payment of Interest.
Accrued and unpaid interest on each Loan shall be payable (i) in the case
of a Base Rate Loan, monthly in arrears on the first day of each calendar
month, (ii) in the case of a LIBOR Loan, in arrears on the last day of
each Interest Period therefor, and, if such Interest Period is longer than
three months, at three-month intervals following the first day of such Interest
Period, and (iii) in the case of any Loan, in arrears upon the payment,


 


34

















 


prepayment or
Continuation thereof or the Conversion of such Loan to a Loan of another Type
(but only on the principal amount so paid, prepaid, Continued or Converted). Interest
payable at the Post-Default Rate shall be payable from time to time on demand. Promptly
after the determination of any interest rate provided for herein or any change
therein, the Agent shall give notice thereof to the Lenders to which such
interest is payable and to the Borrower. All determinations by the Agent of an
interest rate hereunder shall be conclusive and binding on the Lenders and the
Borrower for all purposes, absent manifest error.


 


(c)           Inaccurate Financial
Statements or Compliance Certificates. If any financial statement or
Compliance Certificate delivered pursuant to Section 8.3. is shown to be
inaccurate as a result of any fraudulent act or omission of a Loan Party or its
agents or representatives acting on behalf of such Loan Party (regardless of
whether this Agreement is in effect when such inaccuracy is discovered), and
such inaccuracy, if corrected, would have led to the application of a higher
Applicable Margin for any period prior to the Investment Grade Rating Date (an “Applicable
Period”) than the Applicable Margin applied for such Applicable Period, then (i)
the Borrower shall immediately deliver to the Agent a correct Compliance
Certificate for such Applicable Period and (ii) the Borrower shall
immediately pay to the Agent for the account of the Lenders the additional
accrued additional interest owing calculated based on such higher Applicable
Margin for such Applicable Period, which payment shall be promptly applied by
the Agent in accordance with Section 3.2. This subsection shall not in any
way limit the rights of the Agent and Lenders (x) with respect to the last
sentence of the immediately preceding subsection (a) or (y) under
Article X.


 


Section 2.5. Number of Interest Periods.


 


There
may be no more than 8 different Interest Periods for LIBOR Loans outstanding at
the same time (for which purpose Interest Periods described in the definition
of the term “Interest Period” shall be deemed to be different Interest Periods
even if they are coterminous).


 


Section 2.6. Repayment of Loans.


 


The
Borrower shall repay the entire outstanding principal amount of, and all
accrued but unpaid interest on, the Revolving Loans on the Termination Date.


 


Section 2.7. Prepayments.


 


(a)           Optional. Subject
to Section 4.4., the Borrower may prepay any Loan at any time without
premium or penalty. The Borrower shall give the Agent at least one Business Day’s
prior written notice of the prepayment of any Revolving Loan.


 


(b)           Mandatory. If at
any time the aggregate principal amount of all outstanding Revolving Loans,
together with the aggregate amount of all Letter of Credit Liabilities and the
aggregate principal amount of all outstanding Swingline Loans, exceeds the
aggregate amount of the Commitments in effect at such time, the Borrower shall
immediately pay to the Agent for the accounts of the Lenders the amount of such
excess.


 


35

















 


All
payments under this subsection (b) shall be applied to pay all amounts of
principal outstanding on the Loans and any Reimbursement Obligations pro rata
in accordance with Section 3.2. and if any Letters of Credit are
outstanding at such time the remainder, if any, shall be deposited into the
Collateral Account for application to any Reimbursement Obligations. If the
Borrower is required to pay any outstanding LIBOR Loans by reason of this Section prior
to the end of the applicable Interest Period therefor, the Borrower shall pay
all amounts due under Section 4.4.


 


Section 2.8. Continuation.


 


So
long as no Event of Default shall exist, the Borrower may on any Business Day,
with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any
portion thereof as a LIBOR Loan by selecting a new Interest Period for such
LIBOR Loan. Each new Interest Period selected under this Section shall
commence on the last day of the immediately preceding Interest Period. Each
selection of a new Interest Period shall be made by the Borrower giving to the
Agent a Notice of Continuation not later than 11:00 a.m. on the third
Business Day prior to the date of any such Continuation. Such notice by the
Borrower of a Continuation shall be by telephone or telecopy, confirmed
immediately in writing if by telephone, in the form of a Notice of
Continuation, specifying (a) the proposed date of such Continuation, (b) the
LIBOR Loans and portions thereof subject to such Continuation and (c) the
duration of the selected Interest Period, all of which shall be specified in
such manner as is necessary to comply with all limitations on Loans outstanding
hereunder. Each Notice of Continuation shall be irrevocable by and binding on
the Borrower once given. Promptly after receipt of a Notice of Continuation, the
Agent shall notify each Lender by telecopy, or other similar form of
transmission, of the proposed Continuation. If the Borrower shall fail to
select in a timely manner a new Interest Period for any LIBOR Loan in
accordance with this Section, or if an Event of Default shall exist, such Loan
will automatically, on the last day of the current Interest Period therefor,
Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.9.
or the Borrower’s failure to comply with any of the terms of such Section.


 


Section 2.9. Conversion.


 


The Borrower may
on any Business Day, upon the Borrower’s giving of a Notice of Conversion to
the Agent, Convert all or a portion of a Loan of one Type into a Loan of
another Type; provided, however, a Base Rate Loan may not be Converted to a
LIBOR Loan if an Event of Default shall exist. Any Conversion of a LIBOR Loan
into a Base Rate Loan shall be made on, and only on, the last day of an
Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan
into a LIBOR Loan, the Borrower shall pay accrued interest to the date of
Conversion on the principal amount so Converted. Each such Notice of Conversion
shall be given not later than 11:00 a.m. on the Business Day prior to the
date of any proposed Conversion into Base Rate Loans and on the third Business
Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly
after receipt of a Notice of Conversion, the Agent shall notify each Lender by
telecopy, or other similar form of transmission, of the proposed Conversion. Subject
to the restrictions specified above, each Notice of Conversion shall be by
telephone (confirmed immediately in writing) or telecopy in the form of a
Notice of Conversion specifying (a) the requested date of such Conversion,
(b) the Type of Loan to be Converted, (c) the portion of such Type of
Loan to be Converted, (d) the Type of Loan such Loan is to be Converted
into and (e) if


 


36

















 


such Conversion is into a
LIBOR Loan, the requested duration of the Interest Period of such Loan. Each
Notice of Conversion shall be irrevocable by and binding on the Borrower once
given.


 


Section 2.10. Notes.


 


(a)           Revolving Note. The
Revolving Loans made by each Lender shall, in addition to this Agreement, also
be evidenced by a promissory note of the Borrower substantially in the form of Exhibit G
(each a “Revolving Note”), payable to the order of such Lender in a principal
amount equal to the amount of its Commitment as originally in effect and
otherwise duly completed.


 


(b)           Records. The
date, amount, interest rate, Type and duration of Interest Periods (if
applicable) of each Loan made by each Lender to the Borrower, and each payment
made on account of the principal thereof, shall be recorded by such Lender on
its books and such entries shall be binding on the Borrower, absent manifest
error; provided, however, that the failure of a Lender to make any such record
shall not affect the obligations of the Borrower under any of the Loan
Documents.


 


(c)           Lost, Stolen,
Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i) written
notice from a Lender that a Note of such Lender has been lost, stolen,
destroyed or mutilated, and (ii) (A) in the case of loss, theft or
destruction, an unsecured agreement of indemnity from such Lender in form
reasonably satisfactory to the Borrower, or (B) in the case of mutilation,
upon surrender and cancellation of such Note, the Borrower shall at its own
expense execute and deliver to such Lender a new Note dated the date of such
lost, stolen, destroyed or mutilated Note.


 


Section 2.11. Voluntary Reductions of
the Commitment.


 


The
Borrower shall have the right to terminate or reduce the aggregate unused
amount of the Commitments (for which purpose use of the Commitments shall be
deemed to include the aggregate amount of Letter of Credit Liabilities and the
aggregate principal amount of all outstanding Swingline Loans) at any time and
from time to time without penalty or premium upon not less than 5 Business Days
prior written notice to the Agent of each such termination or reduction, which
notice shall specify the effective date thereof and the amount of any such
reduction and shall be irrevocable once given and effective only upon receipt
by the Agent; provided, however, if the Borrower seeks to reduce the aggregate
amount of the Commitments below $250,000,000, then the Commitments shall all
automatically and permanently be reduced to zero. The Agent will promptly
transmit such notice to each Lender. The Commitments, once terminated or
reduced may not be increased or reinstated.


 


Section 2.12. Extension of Termination
Date.


 


The
Borrower shall have the right, exercisable one time, to extend the Termination
Date by one year. The Borrower may exercise such right only by executing and
delivering to the Agent at least 90 days but not more than 180 days prior to
the current Termination Date, a written request for such extension (an “Extension
Request”). The Agent shall forward to each


 


37

















 


Lender a copy of the
Extension Request delivered to the Agent promptly upon receipt thereof. Subject
to satisfaction of the following conditions, the Termination Date shall be
extended for one year: (a) immediately prior to such extension and
immediately after giving effect thereto, (i) no Default or Event of
Default shall exist and (ii) the representations and warranties made or
deemed made by the Borrower and each other Loan Party in the Loan Documents to
which any of them is a party, shall be true and correct on and as of the date
of such extension with the same force and effect as if made on and as of such
date except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties shall have been true and accurate on and as of such earlier date)
and (b) the Borrower shall have paid the Fees payable under Section 3.6.(d).


 


Section 2.13. Expiration or Maturity
Date of Letters of Credit Past Termination Date.


 


If on
the date the Commitments are terminated or reduced to zero (whether
voluntarily, by reason of the occurrence of an Event of Default or otherwise),
there are any Letters of Credit outstanding hereunder, the Borrower shall, on
such date, pay to the Agent an amount of money equal to the Stated Amount of
such Letter(s) of Credit for deposit into the Collateral Account.


 


Section 2.14. Amount Limitations.


 


Notwithstanding
any other term of this Agreement or any other Loan Document, no Lender shall be
required to make a Loan, the Agent shall not be required to issue a Letter of
Credit and no reduction of the Commitments pursuant to Section 2.11. shall
take effect, if immediately after the making of such Loan, the issuance of such
Letter of Credit or such reduction in the Commitments, the aggregate principal
amount of all outstanding Revolving Loans, together with the aggregate
principal amount of all outstanding Swingline Loans and the aggregate amount of
all Letter of Credit Liabilities, would exceed the aggregate amount of the
Commitments at such time.


 


Section 2.15. Increase of Commitments.


 


With
the prior consent of the Agent, such consent not to be unreasonably withheld,
conditioned or delayed, the Borrower shall have the right at any time and from
time to time to request increases in the aggregate amount of the Commitments
(provided that after giving effect to any increases in the Commitments pursuant
to this Section, the aggregate amount of the Commitments may not exceed
$800,000,000) by providing written notice to the Agent, which notice shall be
irrevocable once given and shall be forwarded by the Agent to each Lender;
provided, however, the Borrower shall not have the right to make more than 4
requests for increases in the aggregate amount of the Commitments during the
term of this Agreement. Each such increase in the Commitments must be in an
aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in
excess thereof. No Lender shall be required to increase its Commitment and any new
Lender becoming a party to this Agreement in connection with any such requested
increase must be an Eligible Assignee. If a new Lender becomes a party to this
Agreement, or if any existing Lender agrees to increase its Commitment, such
Lender shall on the date it becomes a Lender hereunder (or increases its
Commitment, in the case of an existing Lender) (and as a condition thereto)
purchase from the other Lenders its Commitment Percentage (or in the case of an
existing Lender, increase the amount of its Commitment Percentage), in


 


38

















 


each case, as determined
after giving effect to the increase of Commitments, of any outstanding
Revolving Loans, by making available to the Agent for the account of such other
Lenders at the Principal Office, in same day funds, an amount equal to the sum
of (A) the portion of the outstanding principal amount of such Revolving
Loans to be purchased by such Lender plus (B) the aggregate amount of
payments previously made by the other Lenders under Section 2.3.(j) which
have not been repaid plus (C) interest accrued and unpaid to and as of
such date on such portion of the outstanding principal amount of such Revolving
Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such
Lenders under Section 4.4. as a result of the prepayment of any such
Revolving Loans. No increase of the Commitments may be effected under this Section if
(x) a Default or Event of Default shall be in existence on the effective
date of such increase or (y) any representation or warranty made or deemed
made by the Borrower or any other Loan Party in any Loan Document to which any
such Loan Party is a party is not (or would not be) true or correct on the
effective date of such increase and after giving effect thereto (except for
representations or warranties which expressly relate solely to an earlier date).
In connection with any increase in the aggregate amount of the Commitments
pursuant to this subsection, (a) any Lender becoming a party hereto shall
execute such documents and agreements as the Agent may reasonably request and (b) the
Borrower shall make appropriate arrangements so that each new Lender, and any
existing Lender increasing its Commitment, receives a new or replacement Note,
as appropriate, in the amount of such Lender’s Commitment within 5 Business
Days of the effectiveness of the applicable increase in the aggregate amount of
Commitments.


 


ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL
PROVISIONS


 


Section 3.1. Payments.


 


Except
to the extent otherwise provided herein, all payments of principal, interest
and other amounts to be made by the Borrower under this Agreement or any other
Loan Document shall be made in Dollars, in immediately available funds, without
deduction, set-off or counterclaim, to the Agent at its Principal Office, not
later than 2:00 p.m. on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed to have
been made on the next succeeding Business Day). Subject to Section 10.4.,
the Borrower may, at the time of making each payment under this Agreement or
any Note, specify to the Agent the amounts payable by the Borrower hereunder to
which such payment is to be applied. Each payment received by the Agent for the
account of a Lender under this Agreement or any Note shall be paid to such
Lender at the applicable Lending Office of such Lender no later than 4:00 p.m.
on the date of receipt. If the Agent fails to pay such amount to a Lender as
provided in the previous sentence, the Agent shall pay interest on such amount
until paid at a rate per annum equal to the Federal Funds Rate from time to
time in effect. If the due date of any payment under this Agreement or any
other Loan Document would otherwise fall on a day which is not a Business Day
such date shall be extended to the next succeeding Business Day and interest
shall be payable for the period of such extension.


 


Section 3.2. Pro Rata Treatment.


 


Except
to the extent otherwise provided herein: 
(a) each borrowing from the Lenders under Section 2.1.(a),
2.2.(e) and 2.3.(e) shall be made from the Lenders, each payment of
the


 


39

















 


Fees under Section 3.6.(a),
Section 3.6.(b), the first sentence of Section 3.6.(c), and Section 3.6.(d) shall
be made for the account of the Lenders, and each termination or reduction of
the amount of the Commitments under Section 2.11. shall be applied to the
respective Commitments of the Lenders, pro rata according to the amounts of their
respective Commitments; (b) each payment or prepayment of principal of
Revolving Loans by the Borrower shall be made for the account of the Lenders
pro rata in accordance with the respective unpaid principal amounts of the
Revolving Loans held by them, provided that if immediately prior to giving
effect to any such payment in respect of any Revolving Loans the outstanding
principal amount of the Revolving Loans shall not be held by the Lenders pro
rata in accordance with their respective Commitments in effect at the time such
Loans were made, then such payment shall be applied to the Revolving Loans in
such manner as shall result, as nearly as is practicable, in the outstanding
principal amount of the Revolving Loans being held by the Lenders pro rata in
accordance with their respective Commitments; (c) each payment of interest
on Revolving Loans by the Borrower shall be made for the account of the Lenders
pro rata in accordance with the amounts of interest on such Loans then due and
payable to the respective Lenders; (d) the making, Conversion and
Continuation of Revolving Loans of a particular Type (other than Conversions
provided for by Section 4.5.) shall be made pro rata among the Lenders
according to the amounts of their respective Commitments (in the case of making
of Loans) or their respective Loans (in the case of Conversions and
Continuations of Loans) and the then current Interest Period for each Lender’s
portion of each Loan of such Type shall be coterminous; (e) the Lenders’
participation in, and payment obligations in respect of, Letters of Credit
under Section 2.3., shall be pro rata in accordance with their respective
Commitments; and (f) the Lenders’ participation in, and payment
obligations in respect of, Swingline Loans under Section 2.2., shall be
pro rata in accordance with their respective Commitments. All payments of
principal, interest, fees and other amounts in respect of the Swingline Loans
shall be for the account of the Swingline Lender only (except to the extent any
Lender shall have acquired and funded a participating interest in any such
Swingline Loan pursuant to Section 2.2.(e), in which case such payments
shall be pro rata in accordance with such participating interests).


 


Section 3.3. Sharing of Payments, Etc.


 


If a
Lender shall obtain payment of any principal of, or interest on, any Loan made
by it to the Borrower under this Agreement, or shall obtain payment on any
other Obligation owing by the Borrower or a Loan Party through the exercise of
any right of set-off, banker’s lien or counterclaim or similar right or
otherwise or through voluntary prepayments directly to a Lender or other
payments made by the Borrower to a Lender not in accordance with the terms of
this Agreement and such payment should be distributed to the Lenders pro rata
in accordance with Section 3.2. or Section 10.4., as applicable, such
Lender shall promptly purchase from the other Lenders participations in (or, if
and to the extent specified by such Lender, direct interests in) the Loans made
by the other Lenders or other Obligations owed to such other Lenders in such
amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
payment (net of any reasonable expenses which may be incurred by such Lender in
obtaining or preserving such benefit) pro rata in accordance with Section 3.2.
or Section 10.4., as applicable. To such end, all the Lenders shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored. The
Borrower agrees that any Lender


 


40

















 


so purchasing a
participation (or direct interest) in the Loans or other Obligations owed to
such other Lenders may exercise all rights of set-off, banker’s lien,
counterclaim or similar rights with respect to such participation as fully as
if such Lender were a direct holder of Loans in the amount of such
participation. Nothing contained herein shall require any Lender to exercise
any such right or shall affect the right of any Lender to exercise, and retain
the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Borrower.


 


Section 3.4. Several Obligations.


 


No
Lender shall be responsible for the failure of any other Lender to make a Loan
or to perform any other obligation to be made or performed by such other Lender
hereunder, and the failure of any Lender to make a Loan or to perform any other
obligation to be made or performed by it hereunder shall not relieve the
obligation of any other Lender to make any Loan or to perform any other
obligation to be made or performed by such other Lender.


 


Section 3.5. Minimum Amounts.


 


(a)           Borrowings and Conversions.
Except as otherwise provided in Sections 2.2.(e) and 2.3.(e), each
borrowing of Base Rate Loans shall be in an aggregate minimum amount of
$1,000,000 and integral multiples of $100,000 in excess thereof. Each borrowing
and each Conversion of LIBOR Loans shall be in an aggregate minimum amount of
$1,000,000 and integral multiples of $1,000,000 in excess of that amount.


 


(b)           Prepayments. Each
voluntary prepayment of Revolving Loans shall be in an aggregate minimum amount
of $1,000,000 and integral multiples of $500,000 in excess thereof (or, if
less, the aggregate principal amount of Revolving Loans then outstanding).


 


(c)           Reductions of
Commitments. Each reduction of the Commitments under Section 2.11.
shall be in an aggregate minimum amount of $10,000,000 and integral multiples
of $5,000,000 in excess thereof.


 


(d)           Letters of Credit.
The initial Stated Amount of each Letter of Credit shall be at least $100,000.


 


Section 3.6. Fees.


 


(a)           Unused Fee.
During the period from the Effective Date to but excluding the earlier to occur
of (i) the Investment Grade Rating Date and (ii) the Termination
Date, the Borrower agrees to pay to the Agent for the account of the Lenders an
unused facility fee with respect to the average daily difference between the (i) aggregate
amount of the Commitments and (ii) the aggregate principal amount of all
outstanding Revolving Loans plus the aggregate amount of all Letter of Credit
Liabilities (the “Unused Amount”). Such fee shall be computed by multiplying
the Unused Amount with respect to such quarter by the corresponding per annum
rate set forth below:


 


41

















 


	
  Unused Amount

  	
   

  	
  Unused Fee

  	
   

  
	
  Greater than or equal
  to 50% of the aggregate amount of Commitments

  	
   

  	
  0.20

  	
  %

  
	
  Less than 50% of the
  aggregate amount of Commitments

  	
   

  	
  0.125

  	
  %

  



 


Such fee shall be payable
in arrears on the last day of each March, June, September or December of
each calendar year. Any such accrued and unpaid fee shall also be payable on
the earlier of (x) the Investment Grade Rating Date and (y) the
Termination Date or any earlier date of termination of the Commitments or
reduction of the Commitments to zero.


 


(b)           Facility Fees. The
Borrower agrees to pay to the Agent for the account of each Lender a facility
fee equal to the average daily amount of the Commitment of such Lender (whether
or not utilized) times the Facility Fee for the period from and including the
Investment Grade Rating Date to but excluding the date such Commitment is
terminated or reduced to zero or the Termination Date, such fee to be paid in
arrears on (i) the last day of March, June, September and December in
each year, (ii) the date of each reduction in the Commitments (but only on
the amount of the reduction) and (iii) on the Termination Date.


 


(c)           Letter of Credit
Fees. The Borrower agrees to pay to the Agent for the account of each
Lender a letter of credit fee at a rate per annum equal to the Applicable
Margin for LIBOR Loans times the daily average Stated Amount of each Letter of
Credit for the period from and including the date of issuance of such Letter of
Credit (x) through and including the date such Letter of Credit expires or
is terminated or (y) to but excluding the date such Letter of Credit is
drawn in full. The fees provided for in the immediately preceding sentence
shall be nonrefundable and payable in arrears on (i) the last day of
March, June, September and December in each year, (ii) the
Termination Date, (iii) the date the Commitments are terminated or reduced
to zero and (iv) thereafter from time to time on demand of the Agent. In
addition, the Borrower shall pay to the Agent for its own account and not the
account of any Lender, an issuance fee in respect of each Letter of Credit
equal to one-eighth of one percent (0.125%) per annum on the initial Stated
Amount of such Letter of Credit for the period from and including the date of
issuance of such Letter of Credit through and including the date such Letter of
Credit is to terminate. The fees provided for in the immediately preceding
sentence shall be nonrefundable and payable upon issuance. The Borrower shall
pay directly to the Agent from time to time on demand all commissions, charges,
costs and expenses in the amounts customarily charged by the Agent from time to
time in like circumstances with respect to the issuance of each Letter of
Credit, drawings, amendments and other transactions relating thereto.


 


(d)           Extension Fee. If
the Borrower exercises its right to extend the Termination Date pursuant to Section 2.12.,
the Borrower agrees to pay to the Agent for the account of each Lender a fee
equal to one-eighth of one percent (0.125%) of the amount of such Lender’s
Commitment (whether or not utilized) at the time of such extension. Such fee
shall be due and payable in full on the date the Agent receives the Extension
Request pursuant to such Section.


 


(e)           Administrative and
Other Fees. The Borrower agrees to pay the administrative and other fees of
the Agent as may be agreed to in writing by the Borrower and the Agent from
time to time.


 


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Section 3.7. Computations.


 


Unless
otherwise expressly set forth herein, any accrued interest on any Loan, any
Fees or any other Obligations due hereunder shall be computed on the basis of a
year of 360 days and the actual number of days elapsed; provided, however, any accrued interest on any Base Rate Loan
shall be computed on the basis of a year of 365 or 366 days, as applicable, and
the actual number of days elapsed.


 


Section 3.8. Usury.


 


In no
event shall the amount of interest due or payable on the Loans or other
Obligations exceed the maximum rate of interest allowed by Applicable Law and,
if any such payment is paid by the Borrower or any other Loan Party or received
by any Lender, then such excess sum shall be credited as a payment of
principal, unless the Borrower shall notify the respective Lender in writing
that the Borrower elects to have such excess sum returned to it forthwith. It
is the express intent of the parties hereto that the Borrower not pay and the
Lenders not receive, directly or indirectly, in any manner whatsoever, interest
in excess of that which may be lawfully paid by the Borrower under Applicable
Law.


 


Section 3.9. Agreement Regarding
Interest and Charges.


 


The
parties hereto hereby agree and stipulate that the only charge imposed upon the
Borrower for the use of money in connection with this Agreement is and shall be
the interest specifically described in Section 2.4.(a)(i) and (ii) and
in Section 2.2.(c). Notwithstanding the foregoing, the parties hereto
further agree and stipulate that all agency fees, syndication fees, facility
fees, closing fees, letter of credit fees, underwriting fees, default charges,
late charges, funding or “breakage” charges, increased cost charges, attorneys’
fees and reimbursement for costs and expenses paid by the Agent or any Lender
to third parties or for damages incurred by the Agent or any Lender, in each
case in connection with the transactions contemplated by this Agreement and the
other Loan Documents, are charges made to compensate the Agent or any such
Lender for underwriting or administrative services and costs or losses
performed or incurred, and to be performed or incurred, by the Agent and the
Lenders in connection with this Agreement and shall under no circumstances be
deemed to be charges for the use of money. All charges other than charges for
the use of money shall be fully earned and nonrefundable when due.


 


Section 3.10. Statements of Account.


 


The
Agent will account to the Borrower monthly with a statement of Loans, Letters
of Credit, accrued interest and Fees, charges and payments made pursuant to
this Agreement and the other Loan Documents, and such account rendered by the
Agent shall be deemed conclusive upon Borrower to the extent the Borrower shall
fail to object to such account in writing within 5 Business Days of the receipt
thereof. The failure of the Agent to deliver such a statement of accounts shall
not relieve or discharge the Borrower from any of its obligations hereunder.


 


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Section 3.11. Defaulting Lenders.


 


(a)           Generally. If
for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to
perform any of its obligations under this Agreement or any other Loan Document
to which it is a party within the time period specified for performance of such
obligation or, if no time period is specified, if such failure or refusal
continues for a period of two Business Days after notice from the Agent, then,
in addition to the rights and remedies that may be available to the Agent or
the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s
right to participate in the administration of the Loans, this Agreement and the
other Loan Documents, including without limitation, any right to vote in
respect of, to consent to or to direct any action or inaction of the Agent or
to be taken into account in the calculation of the Requisite Lenders, shall be
suspended during the pendency of such failure or refusal. If a Lender is a
Defaulting Lender because it has failed to make timely payment to the Agent of
any amount required to be paid to the Agent hereunder (without giving effect to
any notice or cure periods), in addition to other rights and remedies which the
Agent or the Borrower may have under this Agreement or otherwise, the Agent
shall be entitled (i) to collect interest from such Defaulting Lender on
such delinquent payment for the period from the date on which the payment was
due until the date on which the payment is made at the Federal Funds Rate, (ii) to
withhold or setoff and to apply in satisfaction of the defaulted payment and
any related interest, any amounts otherwise payable to such Defaulting Lender
under this Agreement or any other Loan Document and (iii) to bring an
action or suit against such Defaulting Lender in a court of competent
jurisdiction to recover the defaulted amount and any related interest. Any
amounts received by the Agent in respect of a Defaulting Lender’s Loans shall
not be paid to such Defaulting Lender and shall be held uninvested by the Agent
and either applied against the purchase price of such Loans under the following
subsection (b) or paid to such Defaulting Lender upon the Defaulting
Lender’s curing of its default.


 


(b)           Purchase or
Cancellation of Defaulting Lender’s Commitment. The Borrower may request
the Agent to notify the Lenders that a Lender has become a Defaulting Lender. Any
Lender who is not a Defaulting Lender shall have the right, but not the
obligation, in its sole discretion, to acquire all of a Defaulting Lender’s
Commitment. Any Lender desiring to exercise such right shall give written
notice thereof to the Agent and the Borrower no sooner than 2 Business Days and
not later than 5 Business Days after such Defaulting Lender became a Defaulting
Lender. If more than one Lender exercises such right, each such Lender shall
have the right to acquire an amount of such Defaulting Lender’s Commitment in
proportion to its Commitments to the aggregate Commitments of all Lenders
exercising such right. If after such 5th Business Day, the Lenders have not
elected to purchase all of the Commitment of such Defaulting Lender, then the
Borrower may, by giving written notice thereof to the Agent, such Defaulting
Lender and the other Lenders, either (i) demand that such Defaulting
Lender assign its Commitment to an Eligible Assignee subject to and in
accordance with the provisions of Section 12.5. for the purchase price
provided for below or (ii) terminate the Commitment of such Defaulting
Lender, whereupon such Defaulting Lender shall no longer be a party hereto or
have any rights or obligations hereunder or under any of the other Loan
Documents. No party hereto shall have any obligation whatsoever to initiate any
such replacement or to assist in finding an Eligible Assignee. Upon any such
purchase or assignment, the Defaulting Lender’s interest in the Loans and its
rights hereunder (but not its liability in respect thereof or under the Loan
Documents or this Agreement to the extent the same relate to the period prior
to the effective


 


44

















 


date of the purchase)
shall terminate on the date of purchase, and the Defaulting Lender shall
promptly execute all documents reasonably requested to surrender and transfer
such interest to the purchaser or assignee thereof, including an appropriate
Assignment and Acceptance Agreement and, notwithstanding Section 12.5.,
shall pay to the Agent an assignment fee in the amount of $3,500. The purchase
price for the Commitment of a Defaulting Lender shall be equal to the amount of
the principal balance of the Loans outstanding and owed by the Borrower to the
Defaulting Lender. Prior to payment of such purchase price to a Defaulting
Lender, the Agent shall apply against such purchase price any amounts retained
by the Agent pursuant to the last sentence of the immediately preceding
subsection (a). The Defaulting Lender shall be entitled to receive amounts
owed to it by the Borrower under the Loan Documents which accrued prior to the
date of the default by the Defaulting Lender, to the extent the same are
received by the Agent from or on behalf of the Borrower. There shall be no
recourse against any Lender or the Agent for the payment of such sums except to
the extent of the receipt of payments from any other party or in respect of the
Loans.


 


Section 3.12. Taxes.


 


(a)           Taxes Generally.
All payments by the Borrower of principal of, and interest on, the Loans and
all other Obligations shall be made free and clear of and without deduction for
any present or future excise, stamp or other taxes, fees, duties, levies,
imposts, charges, deductions, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding (i) franchise
taxes, (ii) any taxes imposed on or measured by any Lender’s assets, net
income, receipts or branch profits, (iii) any taxes (other than
withholding taxes) with respect to the Agent or a Lender that would not be
imposed but for a connection between the Agent or such Lender and the
jurisdiction imposing such taxes (other than a connection arising solely by
virtue of the activities of the Agent or such Lender pursuant to or in respect
of this Agreement or any other Loan Document), and (iv) any taxes, fees,
duties, levies, imposts, charges, deductions, withholdings or other charges to
the extent imposed as a result of the failure of the Agent or a Lender, as
applicable, to provide and keep current (to the extent legally able) any
certificates, documents or other evidence required to qualify for an exemption
from, or reduced rate of, any such taxes fees, duties, levies, imposts,
charges, deductions, withholdings or other charges or required by the
immediately following subsection (c) to be furnished by the Agent or
such Lender, as applicable (such non-excluded items being collectively called “Taxes”).
If any withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any Applicable Law,
then the Borrower will:


 


(i)            pay
directly to the relevant Governmental Authority the full amount required to be
so withheld or deducted;


 


(ii)           promptly
forward to the Agent an official receipt or other documentation satisfactory to
the Agent evidencing such payment to such Governmental Authority; and


 


(iii)          pay to the Agent for its account or the
account of the applicable Lender, as the case may be, such additional amount or
amounts as is necessary to ensure that the net amount actually received by the
Agent or such Lender will equal the full amount that the Agent or such Lender
would have received had no such withholding or deduction been required.


 


45

















 


(b)           Tax Indemnification.
If the Borrower fails to pay any Taxes when due to the appropriate Governmental
Authority or fails to remit to the Agent, for its account or the account of the
respective Lender, as the case may be, the required receipts or other required
documentary evidence, the Borrower shall indemnify the Agent and the Lenders
for any incremental Taxes, interest or penalties that may become payable by the
Agent or any Lender as a result of any such failure. For purposes of this
Section, a distribution hereunder by the Agent or any Lender to or for the
account of any Lender shall be deemed a payment by the Borrower.


 


(c)           Tax Forms. Prior
to the date that any Lender or Participant organized under the laws of a
jurisdiction outside the United States of America becomes a party hereto, such
Person shall deliver to the Borrower and the Agent such certificates, documents
or other evidence, as required by the Internal Revenue Code or Treasury
Regulations issued pursuant thereto (including Internal Revenue Service
Forms W-8ECI and W-8BEN, as
applicable, or appropriate successor forms), properly completed, currently
effective and duly executed by such Lender or Participant establishing that
payments to it hereunder and under the Notes are (i) not subject to United
States Federal backup withholding tax and (ii) not subject to United States
Federal withholding tax imposed under the Internal Revenue Code. Each such
Lender or Participant shall, to the extent it may lawfully do so, (x) deliver
further copies of such forms or other appropriate certifications on or before
the date that any such forms expire or become obsolete and after the occurrence
of any event requiring a change in the most recent form delivered to the
Borrower or the Agent and (y) obtain such extensions of the time for
filing, and renew such forms and certifications thereof, as may be reasonably
requested by the Borrower or the Agent. The Borrower shall not be required to
pay any amount pursuant to the last sentence of subsection (a) above to
any Lender or Participant that is organized under the laws of a jurisdiction
outside of the United States of America or the Agent, if it is organized under
the laws of a jurisdiction outside of the United States of America, if such
Lender, Participant or the Agent, as applicable, fails to comply with the
requirements of this subsection. If any such Lender or Participant, to the
extent it may lawfully do so, fails to deliver the above forms or other
documentation, then the Agent may withhold from any payments to be made to such
Lender under any of the Loan Documents such amounts as are required by the
Internal Revenue Code. If any Governmental Authority asserts that the Agent did
not properly withhold or backup withhold, as the case may be, any tax or other
amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Agent therefor, including all penalties and interest, any
taxes imposed by any jurisdiction on the amounts payable to the Agent under
this Section, and costs and expenses (including all reasonable fees and
disbursements of any law firm or other external counsel and the allocated cost
of internal legal services and all disbursements of internal counsel) of the
Agent. The obligation of the Lenders under this Section shall survive the
termination of the Commitments, repayment of all Obligations and the
resignation or replacement of the Agent.


 


ARTICLE IV. YIELD PROTECTION, ETC.


 


Section 4.1. Additional Costs; Capital
Adequacy.


 


(a)           Additional Costs.
The Borrower shall promptly pay to the Agent for the account of a Lender from
time to time such amounts as such Lender may determine to be necessary to
compensate such Lender for any costs incurred by such Lender that it determines
are attributable


 


46

















 


to its making or
maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans
hereunder, any reduction in any amount receivable by such Lender under this
Agreement or any of the other Loan Documents in respect of any of such Loans or
such obligation or the maintenance by such Lender of capital in respect of its
Loans or its Commitment (such increases in costs and reductions in amounts
receivable being herein called “Additional Costs”), to the extent any such
Additional Costs result from any Regulatory Change that:  (i) changes the basis of taxation of any
amounts payable to such Lender under this Agreement or any of the other Loan
Documents in respect of any of such Loans or its Commitment (other than taxes,
fees, duties, levies, imposts, charges, deductions, withholdings or other
charges which are excluded from the definition of Taxes pursuant to the first
sentence of Section 3.12.(a)); or (ii) imposes or modifies any
reserve, special deposit or similar requirements (other than Regulation D of
the Board of Governors of the Federal Reserve System or other reserve
requirement to the extent utilized in the determination of Adjusted LIBOR for
such Loan) relating to any extensions of credit or other assets of, or any
deposits with or other liabilities of, such Lender, or any commitment of such
Lender (including, without limitation, the Commitment of such Lender
hereunder); or (iii) has or would have the effect of reducing the rate of
return on capital of such Lender to a level below that which such Lender could
have achieved but for such Regulatory Change (taking into consideration such
Lender’s policies with respect to capital adequacy).


 


(b)           Lender’s Suspension
of LIBOR Loans. Without limiting the effect of the provisions of the
immediately preceding subsection (a), if, by reason of any Regulatory
Change, any Lender either (i) incurs or would incur Additional Costs based
on or measured by the excess above a specified level of the amount of a
category of deposits or other liabilities of such Lender that includes deposits
by reference to which the interest rate on LIBOR Loans is determined as
provided in this Agreement or a category of extensions of credit or other
assets of such Lender that includes LIBOR Loans or (ii) becomes subject to
restrictions on the amount of such a category of liabilities or assets that it
may hold, then, if such Lender so elects by notice to the Borrower (with a copy
to the Agent), the obligation of such Lender to make or Continue, or to Convert
any other Type of Loans into, LIBOR Loans hereunder shall be suspended until
such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.5.
shall apply).


 


(c)           Additional Costs in
Respect of Letters of Credit. Without limiting the obligations of the
Borrower under the preceding subsections of this Section (but without
duplication), if as a result of any Regulatory Change or any risk-based capital
guideline or other requirement heretofore or hereafter issued by any
Governmental Authority there shall be imposed, modified or deemed applicable
any tax, reserve, special deposit, capital adequacy or similar requirement
against or with respect to or measured by reference to Letters of Credit and
the result shall be to increase the cost to the Agent of issuing (or any Lender
of purchasing participations in) or maintaining its obligation hereunder to
issue (or purchase participations in) any Letter of Credit or reduce any amount
receivable by the Agent or any Lender hereunder in respect of any Letter of
Credit, then, upon demand by the Agent or such Lender, the Borrower shall pay
promptly, and in any event within 3 Business Days of demand, to the Agent for
its account or the account of such Lender, as applicable, from time to time as
specified by the Agent or a Lender, such additional amounts as shall be
sufficient to compensate the Agent or such Lender for such increased costs or
reductions in amount.


 


47
















 


(d)           Notification and Determination of
Additional Costs.
Each of the Agent and each Lender agrees to notify the Borrower of any event
occurring after the Agreement Date entitling the Agent or such Lender to
compensation under any of the preceding subsections of this Section as
promptly as practicable; provided, however, the failure of the Agent or any
Lender to give such notice shall not release the Borrower from any of its
obligations hereunder (and in the case of a Lender, to the Agent). The Agent or
such Lender agrees to furnish to the Borrower (and in the case of a Lender, to
the Agent) a certificate setting forth the basis and amount of each request by
the Agent or such Lender for compensation under this Section. Absent manifest
error, determinations by the Agent or any Lender of the effect of any
Regulatory Change shall be conclusive, provided that such determinations are
made on a reasonable basis and in good faith.


 


Section 4.2. Suspension of LIBOR Loans.


 


Anything herein to
the contrary notwithstanding, if, on or prior to the determination of any LIBOR
Rate for any Interest Period:


 


(a)           the Agent reasonably determines (which
determination shall be conclusive) that by reason of circumstances affecting
the relevant market, adequate and reasonable means do not exist for
ascertaining Adjusted LIBOR for such Interest Period, or


 


(b)           the Agent reasonably determines (which
determination shall be conclusive) that Adjusted LIBOR will not adequately and
fairly reflect the cost to the Lenders of making or maintaining LIBOR Loans for
such Interest Period;


 


then the Agent shall give
the Borrower and each Lender prompt notice thereof and, so long as such
condition remains in effect, the Lenders shall be under no obligation to, and
shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans
into LIBOR Loans and the Borrower shall, on the last day of each current
Interest Period for each outstanding LIBOR Loan, either repay such Loan or
Convert such Loan into a Base Rate Loan.


 


Section 4.3. Illegality.


 


Notwithstanding
any other provision of this Agreement, if any Lender shall reasonably determine
(which determination shall be conclusive and binding) that it has become
unlawful for such Lender to honor its obligation to make or maintain LIBOR
Loans hereunder, then such Lender shall promptly notify the Borrower thereof
(with a copy to the Agent) and such Lender’s obligation to make or Continue, or
to Convert Loans of any other Type into, LIBOR Loans shall be suspended until
such time as such Lender may again make and maintain LIBOR Loans (in which case
the provisions of Section 4.5. shall be applicable).


 


Section 4.4. Compensation.


 


The
Borrower shall pay to the Agent for the account of each Lender, upon the
request of such Lender through the Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Lender) to compensate it for any
loss, cost or expense that such Lender reasonably determines is attributable
to:


 


48

















 


(a)           any payment or prepayment (whether
mandatory or optional) of a LIBOR Loan, or Conversion of a LIBOR Loan, made by
such Lender for any reason (including, without limitation, acceleration) on a
date other than the last day of the Interest Period for such Loan; or


 


(b)           any failure by the Borrower for any
reason (including, without limitation, the failure of any of the applicable
conditions precedent specified in Article V. to be satisfied) to borrow a
LIBOR Loan from such Lender on the requested date for such borrowing, or to
Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the
requested date of such Conversion or Continuation.


 


Upon the Borrower’s
request, any Lender requesting compensation under this Section shall
provide the Borrower with a statement setting forth the basis for requesting
such compensation and the method for determining the amount thereof. Absent
manifest error, determinations by any Lender in any such statement shall be
conclusive, provided that such determinations are made on a reasonable basis
and in good faith.


 


Section 4.5. Treatment of Affected Loans.


 


If the
obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base
Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b),
4.2. or 4.3., then such Lender’s LIBOR Loans shall be automatically Converted
into Base Rate Loans on the last day(s) of the then current Interest
Period(s) for LIBOR Loans (or, in the case of a Conversion required by Section 4.1.(b) or
4.3., on such earlier date as such Lender may specify to the Borrower with a
copy to the Agent) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 4.1. or 4.3. that gave
rise to such Conversion no longer exist:


 


(a)           to the extent that such Lender’s LIBOR
Loans have been so Converted, all payments and prepayments of principal that
would otherwise be applied to such Lender’s LIBOR Loans shall be applied
instead to its Base Rate Loans; and


 


(b)           all Loans that would otherwise be made or
Continued by such Lender as LIBOR Loans shall be made or Continued instead as
Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be
Converted into LIBOR Loans shall remain as Base Rate Loans.


 


If such Lender gives
notice to the Borrower (with a copy to the Agent) that the circumstances
specified in Section 4.1. or 4.3. that gave rise to the Conversion of such
Lender’s LIBOR Loans pursuant to this Section no longer exist (which such
Lender agrees to do promptly upon such circumstances ceasing to exist) at a
time when LIBOR Loans made by other Lenders are outstanding, then such Lender’s
Base Rate Loans shall be automatically Converted, on the first day(s) of
the next succeeding Interest Period(s) for such outstanding LIBOR Loans,
to the extent necessary so that, after giving effect thereto, all Loans held by
the Lenders holding LIBOR Loans and by such Lender are held pro rata (as to
principal amounts, Types and Interest Periods) in accordance with their
respective Commitments.


 


49

















 


Section 4.6. Change of Lending Office.


 


Each
Lender agrees that it will use reasonable efforts to designate an alternate
Lending Office with respect to any of its Loans affected by the matters or
circumstances described in Sections 3.12., 4.1. or 4.3. to reduce the
liability of the Borrower or avoid the results provided thereunder, so long as
such designation is not disadvantageous to such Lender as determined by such
Lender in its sole discretion, except that such Lender shall have no obligation
to designate a Lending Office located in the United States of America.


 


Section 4.7. Assumptions Concerning Funding of
LIBOR Loans.


 


Calculation
of all amounts payable to a Lender under this Article IV. shall be made as
though such Lender had actually funded 
LIBOR Loans through the purchase of deposits in the relevant market
bearing interest at the rate applicable to such LIBOR Loans in an amount equal
to the amount of the LIBOR Loans and having a maturity comparable to the
relevant Interest Period; provided, however, that each Lender may fund each of
its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be
used only for calculation of amounts payable under this Article IV.


 


ARTICLE V. CONDITIONS PRECEDENT


 


Section 5.1. Initial Conditions Precedent.


 


The
obligation of the Lenders to effect or permit the occurrence of the first
Credit Event hereunder, whether as the making of a Loan or the issuance of a
Letter of Credit, is subject to the following conditions precedent:


 


(a)           The Agent shall have received each of the following,
in form and substance satisfactory to the Agent:


 


(i)            Counterparts of this Agreement executed
by each of the parties hereto;


 


(ii)           Revolving Notes executed by the Borrower,
payable to each Lender and complying with the applicable provisions of Section 2.10.
and the Swingline Note executed by the Borrower;


 


(iii)          The Guaranty executed by the Parent and
any Material Subsidiary existing as of the Effective Date;


 


(iv)          An opinion of the general counsel of the
Parent and the other Loan Parties, addressed to the Agent, the Lenders and the
Swingline Lender, addressing the matters set forth in Exhibit H;


 


(v)           An opinion of Alston & Bird,
LLP, counsel to the Agent, addressed to the Agent, the Lenders and the
Swingline Lender, addressing the enforceability of the Loan Documents and such
matters as the Agent shall reasonably request;


 


50

















 


(vi)          a certificate of incumbency signed by the
Secretary or Assistant Secretary of the Parent with respect to each of the
officers of the Parent authorized to execute and deliver on behalf of the
Parent and the Borrower the Loan Documents to which the Parent or the Borrower
is a party and to execute and deliver (or make by telephone in the case of
Notices of Conversion or Continuation) on behalf of the Borrower Notices of
Borrowing, Notices of Conversion, Notices of Continuation, Notices of Swingline
Borrowing and requests for Letters of Credit;


 


(vii)         a
certified copy (certified by the Secretary or Assistant Secretary of the
Parent) of all necessary action taken by the Parent to authorize the execution,
delivery and performance of the Loan Documents to which either the Parent or
the Borrower is a party;


 


(viii)        the certificate or articles of
incorporation, articles of organization, certificate of limited partnership,
declaration of trust or other comparable organizational instrument (if any) of
the Parent, the Borrower and each Guarantor, certified as of a recent date by
the Secretary of State of the State of formation of such Person;


 


(ix)           a Certificate of Good Standing or certificate of
similar meaning with respect to the Parent, the Borrower and each Guarantor
(and in the case of a limited partnership, the general partner of such
Guarantor) issued as of a recent date by the Secretary of State of the State of
formation of each such Person and certificates of qualification to transact
business or other comparable certificates issued by each Secretary of State (and
any state department of taxation, as applicable) of each state in which such
Person is required to be so qualified;


 


(x)            a certificate of incumbency signed by the
Secretary or Assistant Secretary (or other individual performing similar
functions) of each Guarantor with respect to each of the officers of such
Person authorized to execute and deliver the Loan Documents to which such
Person is a party;


 


(xi)           copies certified by the Secretary or
Assistant Secretary (or other individual performing similar functions) of the
Parent, the Borrower and each Guarantor of the by-laws of such Person, if a
corporation, the operating agreement, if a limited liability company, the
partnership agreement, if a limited or general partnership, or other comparable
document in the case of any other form of legal entity;


 


(xii)          copies
certified by the Secretary or Assistant Secretary (or other individual
performing similar functions) of each Guarantor of all corporate, partnership,
member or other necessary action taken by each Guarantor to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party;


 


(xiii)         the
Fees then due and payable under Section 3.6., and any other Fees payable
to the Agent, the Titled Agents and the Lenders on or prior to the Effective
Date;


 


51

















 


(xiv)        a
Compliance Certificate calculated as of June 30, 2007 giving pro forma
effect to the financing contemplated by this Agreement and the use of the
proceeds of the Loans to be funded on the Effective Date; and


 


(xv)         a statement from the administrative agent
under the Existing Credit Agreement providing information regarding the payment
of all amounts outstanding under the Existing Credit Agreement as of the
Effective Date; and


 


(xvi)        such
other documents, agreements and instruments as the Agent on behalf of the
Lenders may reasonably request; and


 


(b)           In the good faith judgment of the Agent  and the Lenders:


 


(i)            There shall not have occurred or become
known to the Agent  or any of the
Lenders any event, condition, situation or status since the date of the
information contained in the financial and business projections, budgets, pro
forma data and forecasts concerning the Borrower and its Subsidiaries delivered
to the Agent and the Lenders prior to the Agreement Date that has had or could
reasonably be expected to result in a Material Adverse Effect;


 


(ii)           No litigation, action, suit,
investigation or other arbitral, administrative or judicial proceeding shall be
pending or threatened which could reasonably be expected to (1) result in
a Material Adverse Effect or (2) restrain or enjoin, impose materially
burdensome conditions on, or otherwise materially and adversely affect the
ability of the Borrower or any other Loan Party to fulfill its obligations
under the Loan Documents to which it is a party;


 


(iii)          The
Borrower and its Subsidiaries shall have received all approvals, consents and
waivers, and shall have made or given all necessary filings and notices as
shall be required to consummate the transactions contemplated hereby without
the occurrence of any default under, conflict with or violation of (1) any
Applicable Law or (2) any agreement, document or instrument to which the
Borrower or any other Loan Party is a party or by which any of them or their
respective properties is bound, except for such approvals, consents, waivers,
filings and notices the receipt, making or giving of which would not reasonably
be likely to (A) have a Material Adverse Effect, or (B) restrain or
enjoin, impose materially burdensome conditions on, or otherwise materially and
adversely affect the ability of the Borrower or any other Loan Party to fulfill
its obligations under the Loan Documents to which it is a party; and


 


(iv)          There shall not have occurred or exist
any other material disruption of financial or capital markets that could
reasonably be expected to materially and adversely affect the transactions
contemplated by the Loan Documents.


 


Section 5.2. Conditions Precedent to All Loans
and Letters of Credit.


 


The
obligations of the Lenders to make any Loans, of the Agent to issue Letters of
Credit, and of the Swingline Lender to make any Swingline Loan are all subject
to the further condition


 


52

















 


precedent that: (a) no
Default or Event of Default shall exist as of the date of the making of such
Loan or date of issuance of such Letter of Credit or would exist immediately
after giving effect thereto; and (b) the representations and warranties
made or deemed made by the Borrower and each other Loan Party in the Loan
Documents to which any of them is a party, shall be true and correct on and as
of the date of the making of such Loan or date of issuance of such Letter of
Credit with the same force and effect as if made on and as of such date except
to the extent that such representations and warranties expressly relate solely
to an earlier date (in which case such representations and warranties shall
have been true and accurate on and as of such earlier date) and except for
changes in factual circumstances specifically and expressly permitted hereunder.
Each Credit Event shall constitute a certification by the Borrower to the
effect set forth in the preceding sentence (both as of the date of the giving
of notice relating to such Credit Event and, unless the Borrower otherwise
notifies the Agent prior to the date of such Credit Event, as of the date of
the occurrence of such Credit Event). In addition, if such Credit Event is the
making of a Loan or the issuance of a Letter of Credit, the Borrower shall be
deemed to have represented to the Agent and the Lenders at the time such Loan
is made or Letter of Credit issued that all conditions to the occurrence of
such Credit Event contained in Article V. have been satisfied.


 


Section 5.3. Conditions as Covenants.


 


If the
Lenders make any Loans, or the Agent issues a Letter of Credit, prior to the
satisfaction of all conditions precedent set forth in Sections 5.1. and
5.2., the Borrower shall nevertheless cause such condition or conditions to be
satisfied within 5 Business Days after the date of the making of such Loans or
the issuance of such Letter of Credit. Unless set forth in writing to the
contrary, the making of its initial Loan by a Lender shall constitute a certification
by such Lender to the Agent and the other Lenders that the Borrower has
satisfied the conditions precedent for initial Loans set forth in
Sections 5.1. and 5.2.


 


ARTICLE VI. REPRESENTATIONS AND WARRANTIES


 


Section 6.1. Representations and Warranties.


 


In
order to induce the Agent and each Lender to enter into this Agreement and to
make Loans and issue Letters of Credit, the Parent and the Borrower represent
and warrant to the Agent and each Lender as follows:


 


(a)           Organization; Power; Qualification. Each of the Parent, its Subsidiaries,
the Borrower and the other Loan Parties is a corporation, partnership or other
legal entity, duly organized or formed, validly existing and in good standing
under the jurisdiction of its incorporation or formation, has the power and
authority to own or lease its respective properties and to carry on its
respective business as now being and hereafter proposed to be conducted and is
duly qualified and is in good standing as a foreign corporation, partnership or
other legal entity, and authorized to do business, in each jurisdiction in
which the character of its properties or the nature of its business requires
such qualification or authorization and where the failure to be so qualified or
authorized could reasonably be expected to have, in each instance, a Material
Adverse Effect.


 


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(b)           Ownership Structure. As of the Agreement Date, Part I of
Schedule 6.1.(b) is a complete and correct list of all Subsidiaries
of the Parent setting forth for each such Subsidiary, (i) the jurisdiction
of organization of such Subsidiary, (ii) each Person holding any Equity
Interests in such Subsidiary, (iii) the nature of the Equity Interests
held by each such Person, (iv) the percentage of ownership of such
Subsidiary represented by such Equity Interests and (v) whether such
Subsidiary is a Material Subsidiary. Except as disclosed in such Schedule, as
of the Agreement Date (i) each of the Parent and its Subsidiaries owns,
free and clear of all Liens (other than Permitted Liens), and has the
unencumbered right to vote, all outstanding Equity Interests in each Person
shown to be held by it on such Schedule, (ii) all of the issued and
outstanding capital stock of each such Person organized as a corporation is
validly issued, fully paid and nonassessable and (iii) there are no
outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including, without limitation, any stockholders’ or
voting trust agreements) for the issuance, sale, registration or voting of, or
outstanding securities convertible into, any additional shares of capital stock
of any class, or partnership or other ownership interests of any type in, any
such Person. As of the Agreement Date Part II of Schedule 6.1.(b) correctly
sets forth all Unconsolidated Affiliates of the Parent, including the correct
legal name of such Person, the type of legal entity which each such Person is,
and all Equity Interests in such Person held directly or indirectly by the
Parent.


 


(c)           Authorization of Agreement, Etc. The Borrower has the right and power,
and has taken all necessary action to authorize it, to borrow and obtain other
extensions of credit hereunder. The Parent, the Borrower and each other Loan Party
has the right and power, and has taken all necessary action to authorize it, to
execute, deliver and perform each of the Loan Documents to which it is a party
in accordance with their respective terms and to consummate the transactions
contemplated hereby and thereby. The Loan Documents to which the Borrower or
any other Loan Party is a party have been duly executed and delivered by the
duly authorized officers of such Person and each is a legal, valid and binding
obligation of such Person enforceable against such Person in accordance with
its respective terms except as the same may be limited by bankruptcy,
insolvency, and other similar laws affecting the rights of creditors generally
and the availability of equitable remedies for the enforcement of certain
obligations (other than the payment of principal) contained herein or therein
and as may be limited by equitable principles generally.


 


(d)           Compliance of Loan Documents with Laws, Etc. The execution, delivery and performance
of this Agreement, the Notes and the other Loan Documents to which the Borrower
or any other Loan Party is a party in accordance with their respective terms
and the borrowings and other extensions of credit hereunder do not and will
not, by the passage of time, the giving of notice, or both:  (i) require any Governmental Approval or
violate any Applicable Law (including all Environmental Laws) relating to the
Borrower or any other Loan Party; (ii) conflict with, result in a breach
of or constitute a default under the organizational documents of the Borrower
or any other Loan Party, or any indenture, agreement or other instrument to
which the Borrower or any other Loan Party is a party or by which it or any of
its respective properties may be bound; or (iii) result in or require the
creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by the Borrower or any other Loan Party.


 


54

















 


(e)           Compliance with Law; Governmental Approvals. The Parent, the Borrower, each
Subsidiary and each other Loan Party is in compliance with each Governmental
Approval applicable to it and in compliance with all other Applicable Laws
(including without limitation, Environmental Laws) relating to the Parent, the
Borrower, a Subsidiary or such other Loan Party except for noncompliances
which, and Governmental Approvals the failure to possess which, could not,
individually or in the aggregate, reasonably be expected to cause a Default or
Event of Default or have a Material Adverse Effect.


 


(f)            Title to Properties; Liens. As of the Agreement Date, Part I
of Schedule 6.1.(f) sets forth all of the real property owned or
leased by the Parent, the Borrower, each other Loan Party and each other
Subsidiary. Each such Person has good, marketable and legal title to, or a
valid leasehold interest in, its respective assets. As of the Agreement Date,
there are no Liens against any assets of the Parent, the Borrower, any
Subsidiary or any other Loan Party except for Permitted Liens, including,
without limitation, those Liens in existence as of the Agreement Date and set
forth in Part II of Schedule 6.1.(f).


 


(g)           Existing Indebtedness. Schedule 6.1.(g) is, as of August 30,
2007, a complete and correct listing of all Indebtedness of the Parent and its
Subsidiaries, including without limitation, Guarantees of the Parent and its
Subsidiaries, and indicating whether such Indebtedness is Secured Indebtedness
or Unsecured Indebtedness. During the period from such date to the Agreement
Date, neither the Parent nor any Subsidiary has incurred any Indebtedness in
excess of $25,000,000 in aggregate principal amount. The Parent and its
Subsidiaries have performed and are in compliance with all of the terms of such
Indebtedness and all instruments and agreements relating thereto, and no
default or event of default, or event or condition which with the giving of
notice, the lapse of time, or both, would constitute such a default or event of
default, exists with respect to any such Indebtedness.


 


(h)           Material Contracts. Schedule 6.1.(h) is, as of the Agreement
Date, a true, correct and complete listing of all Material Contracts. Each of
the Parent, its Subsidiaries and the other Loan Parties that is a party to any
Material Contract has performed and is in compliance with all of the terms of
such Material Contract, and no default or event of default, or event or
condition which with the giving of notice, the lapse of time, or both, would
constitute such a default or event of default, exists with respect to any such
Material Contract.


 


(i)            Litigation. Except as set forth on Schedule 6.1.(i), there
are no actions, suits, investigations or proceedings pending (nor, to the
knowledge of the Parent or the Borrower, are there any actions, suits or
proceedings threatened, nor to the knowledge of the Parent or the Borrower is
there any basis therefor) against or in any other way relating adversely to or
affecting the Parent, the Borrower, any Subsidiary or any other Loan Party or
any of its respective property in any court or before any arbitrator of any
kind or before or by any other Governmental Authority which could reasonably be
expected to have a Material Adverse Effect. There are no strikes, slow downs,
work stoppages or walkouts or other labor disputes in progress or
threatened relating to the Parent, the Borrower, any Subsidiary or any other
Loan Party which could reasonably be expected to have a Material Adverse
Effect.


 


55

















 


(j)            Taxes. All federal, state and other tax returns of the
Parent, the Borrower, any Subsidiary or any other Loan Party required by
Applicable Law to be filed have been duly filed, and all federal, state and
other taxes, assessments and other governmental charges or levies upon the
Parent, the Borrower, any Subsidiary and each other Loan Party and its
respective properties, income, profits and assets which are due and payable
have been paid, except any such nonpayment which is at the time permitted under
Section 7.6. As of the Agreement Date, none of the United States income
tax returns of the Parent, the Borrower, its Subsidiaries or any other Loan
Party is under audit. All charges, accruals and reserves on the books of the
Parent, the Borrower and each of its Subsidiaries and each other Loan Party in
respect of any taxes or other governmental charges are in accordance with GAAP.


 


(k)           Financial Statements. The Parent and the Borrower have furnished to each
Lender copies of (i) the audited consolidated balance sheet of the Parent
and its consolidated Subsidiaries for the fiscal year ending December 31,
2006, and the related audited consolidated statements of operations, cash flows
and shareholders’ equity for the fiscal year ending on such dates, with the
opinion thereon of PricewaterhouseCoopers LLP, and (ii) the unaudited
consolidated balance sheet of the Parent and its consolidated Subsidiaries for
the fiscal quarter ending June 30, 2007, and the related unaudited
consolidated statements of operations, cash flows and shareholders’ equity of
the Parent and its consolidated Subsidiaries for the fiscal quarter ending on
such date. Such financial statements (including in each case related schedules
and notes) are complete and correct and present fairly, in accordance with GAAP
consistently applied throughout the periods involved, the consolidated
financial position of the Parent and its consolidated Subsidiaries as at their
respective dates and the results of operations and the cash flow for such
periods (subject, as to interim statements, to changes resulting from normal
year-end audit adjustments). Neither the Parent nor any of its Subsidiaries has
on the Agreement Date any material contingent liabilities, liabilities,
liabilities for taxes, unusual or long-term commitments or unrealized or
forward anticipated losses from any unfavorable commitments, except as referred
to or reflected or provided for in said financial statements.


 


(l)            No Material Adverse Change. Since December 31, 2006, there has
been no material adverse change in the business, assets, liabilities, financial
condition, results of operations, business or prospects of the Parent and its
Subsidiaries taken as a whole. Each of the Parent, its Subsidiaries and the
other Loan Parties is Solvent.


 


(m)          ERISA. Each member of the ERISA Group is in compliance with
its obligations under the minimum funding standards of ERISA and the Internal
Revenue Code with respect to each Plan and is in compliance with the presently
applicable provisions of ERISA and the Internal Revenue Code with respect to each
Plan, except in each case for noncompliances which could not reasonably be
expected to have a Material Adverse Effect. As of the Agreement Date, no member
of the ERISA Group has (i) sought a waiver of the minimum funding standard
under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed
to make any contribution or payment to any Plan or Multiemployer Plan or in
respect of any Benefit Arrangement, or made any amendment to any Plan or
Benefit Arrangement, which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA or the Internal
Revenue Code or (iii) incurred any liability under Title IV of ERISA other
than a liability to the PBGC for premiums under Section 4007 of ERISA.


 


56

















 


(n)           Not Plan Assets; No Prohibited Transaction. None of the assets of the Parent, the
Borrower, any Subsidiary or any other Loan Party constitute “plan assets”
within the meaning of ERISA, the Internal Revenue Code and the respective
regulations promulgated thereunder. The execution, delivery and performance of
this Agreement and the other Loan Documents, and the borrowing and repayment of
amounts hereunder, do not and will not constitute “prohibited transactions”
under ERISA or the Internal Revenue Code.


 


(o)           Absence of Defaults. Neither the Parent, the Borrower, any Subsidiary nor
any other Loan Party is in default under its articles of incorporation, bylaws,
partnership agreement or other similar organizational documents, and no event
has occurred, which has not been remedied, cured or waived, which, in any such
case:  (i) constitutes a Default or
an Event of Default; or (ii) constitutes, or which with the passage of
time, the giving of notice, a determination of materiality, the satisfaction of
any condition, or any combination of the foregoing, would constitute, a default
or event of default by the Parent, the Borrower, any Subsidiary or any other
Loan Party under any agreement (other than this Agreement) or judgment, decree
or order to which the Parent, the Borrower or any Subsidiary or other Loan
Party is a party or by which the Parent, the Borrower or any Subsidiary or
other Loan Party or any of their respective properties may be bound where such
default or event of default could, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(p)           Environmental Laws. Each of the Parent, the Borrower, the Subsidiaries
and the other Loan Parties has obtained all Governmental Approvals which are
required under Environmental Laws and is in compliance with all terms and
conditions of such Governmental Approvals which the failure to obtain or to
comply with could reasonably be expected to have a Material Adverse Effect. Except
for any of the following matters that could not be reasonably expected to have
a Material Adverse Effect, (i) neither the Parent nor the Borrower is
aware of, and has not received notice of, any past, present, or future events,
conditions, circumstances, activities, practices, incidents, actions, or plans
which, with respect to the Parent or the Borrower, the Subsidiaries and each
other Loan Party, may interfere with or prevent compliance or continued
compliance with Environmental Laws, or may give rise to any common-law or legal
liability, or otherwise form the basis of any claim, action, demand, suit,
proceeding, hearing, study, or investigation, based on or related to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling or the emission, discharge, release or threatened
release into the environment, of any pollutant, contaminant, chemical, or
industrial, toxic, or other Hazardous Material; and (ii) there is no
civil, criminal, or administrative action, suit, demand, claim, hearing,
notice, or demand letter, notice of violation, investigation, or proceeding
pending or, to the Parent’s and the Borrower’s knowledge after due inquiry,
threatened, against the Parent, the Borrower, the Subsidiaries and each other
Loan Party relating in any way to Environmental Laws.


 


(q)           Investment Company; Etc. Neither the Parent nor the Borrower nor any
Subsidiary nor any other Loan Party is (i) an “investment company” or a
company “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended or (ii) subject to any other
Applicable Law which purports to regulate or restrict its


 


57

















 


ability to borrow money
or to consummate the transactions contemplated by this Agreement or to perform
its obligations under any Loan Document to which it is a party.


 


(r)            Margin Stock. Neither the Parent nor the Borrower nor any
Subsidiary nor any other Loan Party is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose,
whether immediate, incidental or ultimate, of buying or carrying “margin stock”
within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System.


 


(s)           Affiliate Transactions. Except as permitted by Section 9.9., neither
the Parent nor the Borrower nor any Subsidiary nor any other Loan Party is a
party to or bound by any agreement or arrangement (whether oral or written) to
which any Affiliate of the Parent, the Borrower, any Subsidiary or any other
Loan Party is a party.


 


(t)            Intellectual Property. Each of the Parent, the Borrower, each other Loan
Party and each other Subsidiary owns or has the right to use, under valid
license agreements or otherwise, all material patents, licenses, franchises,
trademarks, trademark rights, trade names, trade name rights, trade secrets and
copyrights (collectively, “Intellectual Property”) necessary to the conduct of
its businesses as now conducted and as contemplated by the Loan Documents,
without known conflict with any patent, license, franchise, trademark, trade
secret, trade name, copyright, or other proprietary right of any other Person. The
Parent, the Borrower, each other Loan Party and each other Subsidiary have
taken all such steps as they deem reasonably necessary to protect their
respective rights under and with respect to such Intellectual Property. No
material claim has been asserted by any Person with respect to the use of any
Intellectual Property by the Parent, the Borrower, any other Loan Party or any
other Subsidiary, or challenging or questioning the validity or effectiveness
of any Intellectual Property. The use of such Intellectual Property by the
Parent, the Borrower, the Subsidiaries and the other Loan Parties, does not
infringe on the rights of any Person, subject to such claims and infringements
as do not, in the aggregate, give rise to any liabilities on the part of the
Parent, the Borrower, any other Loan Party or any other Subsidiary that could
reasonably be expected to have a Material Adverse Effect.


 


(u)           Business. As of the Agreement Date, the Parent and its
Subsidiaries are engaged in the business of owning, managing, leasing,
acquiring and developing real properties located in the United States of
America, together with other business activities incidental thereto.


 


(v)           Broker’s Fees. No broker’s or finder’s fee, commission or similar
compensation will be payable with respect to the transactions contemplated
hereby. No other similar fees or commissions will be payable by any Loan Party
for any other services rendered to the Parent or any of its Subsidiaries
ancillary to the transactions contemplated hereby.


 


(w)          Accuracy and Completeness of Information. No written information, report or other
papers or data (excluding financial projections and other forward looking
statements) furnished to the Agent or any Lender by, on behalf of, or at the
direction of, the Parent, the Borrower, any Subsidiary or any other Loan Party
in connection with or relating in any way to this Agreement, contained any
untrue statement of a fact material to the creditworthiness of the


 


58

















 


Parent, the Borrower, any
Subsidiary or any other Loan Party or omitted to state a material fact
necessary in order to make such statements contained therein, in light of the
circumstances under which they were made, not misleading. All financial
statements furnished to the Agent or any Lender by, on behalf of, or at the
direction of, the Parent, the Borrower, any Subsidiary or any other Loan Party
in connection with or relating in any way to this Agreement, present fairly, in
accordance with GAAP consistently applied throughout the periods involved, the
financial position of the Persons involved as at the date thereof and the
results of operations for such periods. All financial projections and other
forward looking statements prepared by or on behalf of the Parent, the
Borrower, any Subsidiary or any other Loan Party that have been or may
hereafter be made available to the Agent or any Lender were or will be prepared
in good faith based on reasonable assumptions. As of the Effective Date, no
fact is known to the Parent or the Borrower which has had, or may in the future
have (so far as the Parent or the Borrower can reasonably foresee), a Material
Adverse Effect which has not been set forth in the financial statements
referred to in Section 6.1.(k) or in such information, reports or
other papers or data or otherwise disclosed in writing to the Agent and the
Lenders.


 


(x)            REIT Status. The Parent qualifies as a REIT and is in compliance
with all requirements and conditions imposed under the Internal Revenue Code to
allow the Parent to maintain its status as a REIT.


 


(y)           Properties. As of the Agreement Date, Schedule 6.1.(y) is
a correct and complete list of all Properties included in the calculation of
Unencumbered Asset Value. Each of the assets included by the Borrower in
calculations of Unencumbered Asset Value satisfies all of the requirements
contained in the definitions of “Wholly Owned Property”, “Controlled Property”
or “Non-Controlled Property”, as applicable, and “Eligible Unencumbered
Property”.


 


(z)            Foreign Assets Control. To the best of the Borrower’s knowledge after due
inquiry, the Borrower and each Guarantor are not Persons with whom the Agent
and the Lenders are restricted from doing business under the regulations of
OFAC (including, Sanctioned Persons) or under any statute, executive order
(including, the September 24, 2001 Executive Order Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action and is not engaged in any
dealings or transactions or otherwise be associated with such Persons.


 


Section 6.2. Survival of Representations and
Warranties, Etc.


 


All
statements contained in any certificate, financial statement or other
instrument delivered by or on behalf of the Parent, the Borrower, any
Subsidiary or any other Loan Party to the Agent or any Lender pursuant to or in
connection with this Agreement or any of the other Loan Documents (including,
but not limited to, any such statement made in or in connection with any
amendment thereto or any statement contained in any certificate, financial
statement or other instrument delivered by or on behalf of the Parent or the
Borrower prior to the Agreement Date and delivered to the Agent or any Lender
in connection with the underwriting or closing of the transactions contemplated
hereby) shall constitute representations and warranties made by the Borrower
and the Parent in favor of the Agent or any of the Lenders under this Agreement.
All representations and warranties made under this Agreement and the other Loan
Documents shall be deemed to be made at and as of the Agreement Date, the
Effective Date, the date on which


 


59

















 


any extension of the
Termination Date is effectuated pursuant to Section 2.12. and the date of
the occurrence of any Credit Event, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and
accurate on and as of such earlier date) and except for changes in factual
circumstances not prohibited hereunder. All such representations and warranties
shall survive the effectiveness of this Agreement, the execution and delivery
of the Loan Documents and the making of the Loans and the issuance of the
Letters of Credit.


 


ARTICLE VII. AFFIRMATIVE COVENANTS


 


For so
long as this Agreement is in effect, unless the Requisite Lenders (or, if
required pursuant to Section 12.6., all of the Lenders) shall otherwise
consent in the manner provided for in Section 12.6., the Parent and the
Borrower shall comply with the following covenants:


 


Section 7.1. Preservation of Existence and
Similar Matters.


 


Except
as otherwise permitted under Section 9.5., the Parent and the Borrower
shall, and shall cause each Subsidiary and each other Loan Party to, preserve
and maintain its respective existence, rights, franchises, licenses and
privileges in the jurisdiction of its incorporation or formation and qualify
and remain qualified and authorized to do business in each jurisdiction in
which the character of its properties or the nature of its business requires
such qualification and authorization and where the failure to be so authorized
and qualified could reasonably be expected to have a Material Adverse Effect.


 


Section 7.2. Compliance with Applicable Law and
Material Contracts.


 


The
Parent and the Borrower shall, and shall cause each Subsidiary and each other
Loan Party to, comply with (a) all Applicable Laws, including the
obtaining of all Governmental Approvals, the failure with which to comply could
reasonably be expected to have a Material Adverse Effect, and (b) all
terms and conditions of all Material Contracts to which it is a party.


 


Section 7.3. Maintenance of Property.


 


In
addition to the requirements of any of the other Loan Documents, the Parent and
the Borrower shall, and shall cause each Subsidiary and other Loan Party to, (a) protect
and preserve all of its material properties, including, but not limited to, all
Intellectual Property, and maintain in good repair, working order and condition
all tangible properties, ordinary wear and tear excepted, and (b)  make or
cause to be made all needed and appropriate repairs, renewals, replacements and
additions to such properties, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times.


 


Section 7.4. Conduct of Business.


 


The
Parent and the Borrower shall, and shall cause their Subsidiaries and the other
Loan Parties to carry on, their respective businesses as described in Section 6.1.(u).


 


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Section 7.5. Insurance.


 


In
addition to the requirements of any of the other Loan Documents, the Parent and
the Borrower shall, and shall cause each Subsidiary and other Loan Party to,
maintain insurance (on a replacement cost basis) with financially sound and
reputable insurance companies against such risks and in such amounts as is
customarily maintained by Persons engaged in similar businesses or as may be
required by Applicable Law, and from time to time deliver to the Agent upon its
request a detailed list, together with copies of all policies of the insurance
then in effect, stating the names of the insurance companies, the amounts and
rates of the insurance, the dates of the expiration thereof and the properties
and risks covered thereby.


 


Section 7.6. Payment of Taxes and Claims.


 


The
Parent and the Borrower shall, and shall cause each Subsidiary and other Loan
Party to, pay and discharge when due (a) all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or
upon any properties belonging to it, and (b) all lawful claims of
materialmen, mechanics, carriers, warehousemen and landlords for labor,
materials, supplies and rentals which, if unpaid, might become a Lien on any
properties of such Person; provided, however, that this Section shall not
require the payment or discharge of any such tax, assessment, charge, levy or
claim which is being contested in good faith by appropriate proceedings which
operate to suspend the collection thereof and for which adequate reserves have
been established on the books of the Parent, the Borrower, such Subsidiary or
such other Loan Party, as applicable, in accordance with GAAP.


 


Section 7.7. Visits and Inspections.


 


The
Parent and the Borrower shall, and shall cause each Subsidiary and other Loan
Party to, permit representatives or agents of any Lender or the Agent, from
time to time after reasonable prior notice if no Event of Default shall be in
existence, as often as may be reasonably requested, but only during normal
business hours and at the expense of such Lender or the Agent (unless a Default
or Event of Default shall exist, in which case the exercise by the Agent or
such Lender of its rights under this Section shall be at the expense of
the Borrower), as the case may be, to: (a) visit and inspect all
properties of the Parent, the Borrower or such Subsidiary or other Loan Party
to the extent any such right to visit or inspect is within the control of such
Person; (b) inspect and make extracts from their respective books and
records, including but not limited to management letters prepared by
independent accountants; and (c) discuss with its officers and employees,
and its independent accountants, its business, properties, condition (financial
or otherwise), results of operations and performance. If requested by the
Agent, the Parent shall execute an authorization letter addressed to its
accountants authorizing the Agent or any Lender to discuss the financial
affairs of the Parent and any Subsidiary or any other Loan Party with its
accountants.


 


Section 7.8. Use of Proceeds; Letters of Credit.


 


The
Borrower shall use the proceeds of the Loans and the Letters of Credit for
acquisitions, development and other general corporate purposes only. No part of
the proceeds of any Loan or Letter of Credit will be used (a) for the
purpose of buying or carrying “margin


 


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stock” within the meaning
of Regulation U of the Board of Governors of the Federal Reserve System or
to extend credit to others for the purpose of purchasing or carrying any such
margin stock or (b) to fund any operations in, finance any investments or
activities in, or make any payments to, a Sanctioned Person or Sanctioned
Entity.


 


Section 7.9. Environmental Matters.


 


The
Parent shall, and shall cause all of its Subsidiaries and the other Loan
Parties to, comply with all Environmental Laws the failure with which to comply
could reasonably be expected to have a Material Adverse Effect. If the Parent,
the Borrower, any Subsidiary or any other Loan Party shall (a) receive
notice that any violation of any Environmental Law may have been committed or
is about to be committed by such Person, (b) receive notice that any
administrative or judicial complaint or order has been filed or is about to be
filed against the Parent, the Borrower, any Subsidiary or any other Loan Party
alleging violations of any Environmental Law or requiring the Parent, the
Borrower, any Subsidiary or any other Loan Party to take any action in
connection with the release of Hazardous Materials or (c) receive any
notice from a Governmental Authority or private party alleging that the Parent,
the Borrower, any Subsidiary or any other Loan Party may be liable or
responsible for costs associated with a response to or cleanup of a release of
Hazardous Materials or any damages caused thereby, and such notices,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, the Borrower shall provide the Agent with a copy of
such notice promptly, and in any event within 10 Business Days, after the
receipt thereof by the Parent, the Borrower, any Subsidiary or any other Loan
Party. The Parent shall, and shall cause its Subsidiaries and the other Loan
Parties to, take promptly all actions necessary to prevent the imposition of
any Liens on any of their respective properties arising out of or related to
any Environmental Laws.


 


Section 7.10. Books and Records.


 


The
Parent shall, and shall cause each of its Subsidiaries and the other Loan
Parties to, maintain books and records pertaining to its respective business
operations in such detail, form and scope as is consistent with good business
practice and in accordance with GAAP.


 


Section 7.11. Further Assurances.


 


The
Parent and the Borrower shall, at the Borrower’s cost and expense and upon
request of the Agent, execute and deliver or cause to be executed and
delivered, to the Agent such further instruments, documents and certificates,
and do and cause to be done such further acts that may be reasonably necessary
or advisable in the reasonable opinion of the Agent to carry out more
effectively the provisions and purposes of this Agreement and the other Loan
Documents.


 


Section 7.12. Guarantors.


 


(a)           Inclusion of Eligible Unencumbered Properties Owned by
Material Subsidiaries. An Eligible Unencumbered Property owned or leased by any Subsidiary
that becomes a Material Subsidiary after the Effective Date shall be included
in determinations of Unencumbered Adjusted NOI and Unencumbered Asset Value
only if the Borrower delivers to the Agent an Accession Agreement executed by
such Material Subsidiary. In addition, within 30 days of the


 


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delivery of such
Accession Agreement, the Borrower shall deliver the items that would have been
delivered under Sections 5.1.(iv), (v), (ix) through (xii) and (xvi)
with respect to such Material Subsidiary if such Material Subsidiary had been a
Guarantor on the Effective Date, and if the Borrower fails to deliver such
items by the date required, then such Eligible Unencumbered Property shall be
excluded in determinations of Unencumbered Adjusted NOI and Unencumbered Asset
Value until such items have been delivered.


 


(b)           Release of a Guarantor. The Borrower may request in writing that the Agent
release, and upon receipt of such request the Agent shall release, a Guarantor
(other than the Parent) from the Guaranty so long as: (i) such Guarantor
has ceased to be, or simultaneously with its release from the Guaranty will
cease to be, a Material Subsidiary; (ii) no Default or Event of Default
shall then be in existence or would occur as a result of such release; and (iii) the
Agent shall have received such written request at least 10 Business Days (or
such shorter period as may be acceptable to the Agent) prior to the requested
date of release. Delivery by the Borrower to the Agent of any such request
shall constitute a representation by the Borrower that the matters set forth in
the preceding sentence (both as of the date of the giving of such request and
as of the date of the effectiveness of such request) are true and correct with
respect to such request.


 


Section 7.13. REIT Status.


 


The
Parent shall at all times maintain its status as a REIT.


 


Section 7.14. Exchange Listing.


 


The Parent shall
maintain at least one class of common shares of the Parent having trading
privileges on the New York Stock Exchange or the American Stock Exchange or
which is the subject of price quotations in the over-the-counter market as
reported by the National Association of Securities Dealers Automated Quotation
System.


 


ARTICLE VIII. INFORMATION


 


For so
long as this Agreement is in effect, unless the Requisite Lenders (or, if
required pursuant to Section 12.6., all of the Lenders) shall otherwise
consent in the manner set forth in Section 12.6., the Borrower and the
Parent shall furnish to each Lender (or to the Agent if so provided below) at
its Lending Office:


 


Section 8.1. Quarterly Financial Statements.


 


As soon as available
and in any event within 10 days after the same is required to be filed with the
Securities and Exchange Commission (but in no event later than 55 days after
the end of each of the first, second and third fiscal quarters of the Parent),
the unaudited consolidated balance sheet of the Parent and its Subsidiaries as
at the end of such period and the related unaudited consolidated statements of
income, shareholders’ equity and cash flows of the Parent and its Subsidiaries
for such period, setting forth in each case in comparative form the figures as
of the end of and for the corresponding periods of the previous fiscal year,
all of which shall be certified by the chief financial officer or controller of
the Parent, in his or her opinion, to present


 


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fairly, in accordance with GAAP and in all material respects, the
consolidated financial position of the Parent and its Subsidiaries as at the
date thereof and the results of operations for such period (subject to normal
year-end audit adjustments).


 


Section 8.2.        Year-End
Statements.


 


As soon as available and in any event within 10 days
after the same is required to be filed with the Securities and Exchange
Commission (but in no event later than 100 days after the end of each fiscal
year of the Parent), the audited consolidated balance sheet of the Parent and
its Subsidiaries as at the end of such fiscal year and the related audited
consolidated statements of income, shareholders’ equity and cash flows of the
Parent and its Subsidiaries for such fiscal year, setting forth in comparative
form the figures as at the end of and for the previous fiscal year, all of
which shall be certified by (a) the chief financial officer or controller
of the Parent, in his or her opinion, to present fairly, in accordance with GAAP,
the consolidated financial position of the Parent and its Subsidiaries as at
the date thereof and the results of operations for such period and (b) independent
certified public accountants of recognized national standing, whose certificate
shall be unqualified.


 


Section 8.3.        Compliance
Certificate.


 


At the time financial statements are furnished
pursuant to Sections 8.1. and 8.2., and within 5 Business Days of the
Agent’s request with respect to any other fiscal period, a certificate
substantially in the form of Exhibit I (a “Compliance Certificate”)
executed by the chief financial officer or treasurer of each of the Parent and
the Borrower: (a) setting forth in reasonable detail as at the end of such
quarterly accounting period, fiscal year, or other fiscal period, as the case
may be, the calculations required to establish whether or not the Parent and
the Borrower were in compliance with the covenants contained in
Sections 9.1. and (b) stating that, to the best of such Person’s
knowledge, information and belief after due inquiry, no Default or Event of
Default exists, or, if such is not the case, specifying such Default or Event
of Default and its nature, when it occurred, whether it is continuing and the
steps being taken by the Borrower with respect to such event, condition or
failure.  Together with each Compliance
Certificate delivered in connection with quarterly or annual financial
statements, the Borrower and the Parent shall deliver a report, in form and detail
reasonably satisfactory to the Agent, setting forth a Statement of Funds From
Operations for the fiscal period then ending.


 


Section 8.4.        Other
Information.


 


(a)                                  Management Reports. 
Promptly upon receipt thereof, copies of all management reports, if any,
submitted to the Parent or its respective Boards of Trustees by its independent
public accountants;


 


(b)                                 Securities Filings. 
Within 5 Business Days of the filing thereof, copies of all
registration statements (excluding the exhibits thereto (unless requested by
the Agent) and any registration statements on Form S-8 or its equivalent),
reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other
periodic or current reports which the Parent, the Borrower, any of their
respective Subsidiaries or any other Loan Party shall file with the Securities
and Exchange


 


64

















 


Commission (or any Governmental Authority substituted therefor) or any
national securities exchange;


 


(c)                                  Shareholder Information. 
Promptly upon the mailing thereof to the shareholders of the Parent
generally, copies of all financial statements, reports and proxy statements so
mailed and promptly upon the issuance thereof copies of all press releases
issued by the Parent, the Borrower, any Subsidiary or any other Loan Party;


 


(d)                                 ERISA.  If and when
any member of the ERISA Group (i) gives or is required to give notice to
the PBGC of any “reportable event” (as defined in Section 4043 of ERISA)
with respect to any Plan which might constitute grounds for a termination of
such Plan under Title IV of ERISA, or knows that the plan administrator of any
Plan has given or is required to give notice of any such reportable event, a
copy of the notice of such reportable event given or required to be given to
the PBGC; (ii) receives notice of complete or partial withdrawal liability
under Title IV of ERISA or notice that any Multiemployer Plan is in
reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives
notice from the PBGC under Title IV of ERISA of an intent to terminate, impose
liability (other than for premiums under Section 4007 of ERISA) in respect
of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies
for a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code, a copy of such application; (v) gives notice of
intent to terminate any Plan under Section 4041(c) of ERISA, a copy
of such notice and other information filed with the PBGC; (vi) gives
notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a
copy of such notice; or (vii) fails to make any payment or contribution to
any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or
makes any amendment to any Plan or Benefit Arrangement which has resulted or could
result in the imposition of a Lien or the posting of a bond or other security,
a certificate of the chief financial officer of the Borrower or the Parent, as
applicable, setting forth details as to such occurrence and the action, if any,
which the Parent, the Borrower or applicable member of the ERISA Group is
required or proposes to take;


 


(e)                                  Litigation.  To the extent
the Parent, the Borrower or any Subsidiary is aware of the same, prompt notice
of the commencement of any proceeding or investigation by or before any
Governmental Authority and any action or proceeding in any court or other
tribunal or before any arbitrator against or in any other way relating
adversely to, or adversely affecting, the Parent, the Borrower or any
Subsidiary or any of their respective properties, assets or businesses which
could reasonably be expected to have a Material Adverse Effect, and prompt
notice of the receipt of notice that any United States income tax returns of
the Parent, the Borrower or any Subsidiary are being audited;


 


(f)                                    Modification of Organizational Documents. 
A copy of all amendments to the articles of incorporation, bylaws,
partnership agreement, operating agreement or other similar organizational
documents of the Parent, the Borrower or any other Loan Party adopted during
any fiscal quarter within 30 Business Days after the end of such fiscal
quarter;


 


(g)                                 Change of Management or Financial
Condition.  Prompt notice of any change in the senior
management of the Parent, the Borrower, any Subsidiary or any other Loan Party
and any change in the business, assets, liabilities, financial condition,
results of operations or


 


65

















 


business prospects of the Parent, the Borrower, any Subsidiary or any
other Loan Party which has had or could reasonably be expected to have a
Material Adverse Effect;


 


(h)                                 Default. Notice of the occurrence of any of the following
promptly upon a Responsible Officer of the Parent or the Borrower obtaining
knowledge thereof: (i) any Default or Event of Default or (ii) any
event which constitutes or which with the passage of time, the giving of
notice, or otherwise, would constitute a default or event of default by the
Parent, the Borrower, any Subsidiary or any other Loan Party under any Material
Contract to which any such Person is a party or by which any such Person or any
of its respective properties may be bound;


 


(i)                                     Notice of Violations of Law. 
Prompt notice if the Parent, the Borrower, any Subsidiary or any other
Loan Party shall receive any notification from any Governmental Authority
alleging a violation of any Applicable Law or any inquiry which, in either
case, could reasonably be expected to have a Material Adverse Effect;


 


(j)                                     Material Subsidiary. 
Prompt notice of any Person becoming a Material Subsidiary;


 


(k)                                  Material Asset Sales. 
Prompt notice of the sale, transfer or other disposition of, in one or a
series of related transactions, assets constituting 10% or more of the Total
Asset Value to any Person other than the Parent, the Borrower, any Subsidiary
or any other Loan Party;


 


(l)                                     Material Contracts. 
Promptly upon entering into any Material Contract after the Agreement
Date, a copy to the Agent of such Material Contract;


 


(m)                               Patriot Act Information, Etc. 
From time to time and promptly upon each request, (i) information
identifying the Borrower as a Lender may request in order to comply with the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) and (ii) any information that the Agent reasonably deems necessary
from time to time in order to ensure compliance with all Applicable Laws
concerning money laundering and similar activities; and


 


(n)                                 Other Information. 
From time to time and promptly upon each request, such data,
certificates, reports, statements, opinions of counsel, documents or further
information regarding the business, assets, liabilities, financial condition,
results of operations or business prospects of the Parent, the Borrower or any
of their respective Subsidiaries as the Agent or any Lender may reasonably
request.


 


ARTICLE
IX. NEGATIVE COVENANTS


 


For so long as this Agreement is in effect, unless the
Requisite Lenders (or, if required pursuant to Section 12.6., all of the
Lenders) shall otherwise consent in the manner set forth in Section 12.6.,
the Borrower and the Parent shall comply with the following covenants:


 


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Section 9.1.        Financial
Covenants.


 


Neither the Parent nor the Borrower shall permit:


 


(a)                                  Maximum Leverage Ratio. 
The ratio of (i) Total Indebtedness to (ii) Total Asset Value,
to exceed 0.65 to 1.0 at any time.


 


(b)                                 Minimum Fixed Charge Coverage Ratio. 
The ratio of (i) Adjusted EBITDA of the Parent and its Subsidiaries
determined on a consolidated basis for the fiscal quarter of the Parent most
recently ending to (ii) Fixed Charges for such period, to be less than
1.40 to 1.00 at any time.


 


(c)                                  Maximum Secured Indebtedness Ratio. 
The ratio of (i) Secured Indebtedness of the Parent and its
Subsidiaries determined on a consolidated basis to (ii) Total Asset Value,
to be greater than 0.55 to 1.00 at any time.


 


(d)                                 Unencumbered Leverage Ratio. 
The ratio of (i) Unsecured Indebtedness of the Parent and its
Subsidiaries to (ii) Unencumbered Asset Value, to be greater than 0.65 to
1.00 at any time.


 


(e)                                  Minimum Unencumbered Interest Coverage
Ratio.  The ratio of (i) Unencumbered Adjusted
NOI for the fiscal quarter of the Parent most recently ending to (ii) Unsecured
Interest Expense for such period, to be less than 1.75 to 1.00 at any time.


 


(f)                                    Minimum Net Worth. 
Tangible Net Worth at any time to be less than (i) $820,000,000 plus
(ii) 75% of the Net Proceeds of all Equity Issuances effected by the
Parent or any Subsidiary after the Effective Date.


 


Section 9.2.        Restricted
Payments.


 


If a Default or Event of Default exists, the Parent
shall not, and shall not permit any of its Subsidiaries to, declare or make any
Restricted Payment except (a) to the Parent or any Subsidiary and (b) the
Borrower may pay cash dividends to the Parent and other holders of partnership
interests in the Borrower on a pro rata basis with respect to any fiscal year
ending during the term of this Agreement to the extent necessary for the Parent
to distribute, and the Parent may so distribute, cash dividends to its
shareholders in an aggregate amount not to exceed the minimum amount necessary
for the Parent to remain in compliance with Section 7.13. 
If a Default or Event of Default specified in Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a
result of the occurrence of any other Event of Default any of the Obligations
have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and shall not permit any
Subsidiary to, make any Restricted Payments to any Person other than to the
Parent or any Subsidiary.


 


Section 9.3.        Indebtedness.


 


The Parent and the Borrower shall not, and shall not
permit any Subsidiary or any other Loan Party to, incur, assume, or otherwise
become obligated in respect of any Indebtedness after the Agreement Date if
immediately prior to the assumption, incurring or becoming obligated in


 


67

















 


respect thereof, or immediately thereafter and after giving effect
thereto, a Default or Event of Default is or would be in existence, including
without limitation, a Default or Event of Default resulting from a violation of
any of the covenants contained in Section 9.1.


 


Section 9.4.        Liens;
Negative Pledges; Other Matters.


 


(a)                                  The Parent and the Borrower shall not,
and shall not permit any Subsidiary or other Loan Party to, create, assume, or
incur any Lien (other than Permitted Liens) upon any of its properties, assets,
income or profits of any character whether now owned or hereafter acquired if
immediately prior to the creation, assumption or incurring of such Lien, or
immediately thereafter, a Default or Event of Default is or would be in
existence, including without limitation, a Default or Event of Default
resulting from a violation of any of the covenants contained in Section 9.1.


 


(b)                                 The Parent and the Borrower shall not,
and shall not permit any Subsidiary or other Loan Party to, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any Subsidiary (other than an
Excluded Subsidiary) to: (i) pay dividends or make any other distribution
on any of such Subsidiary’s capital stock or other equity interests owned by
the Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent
or any Subsidiary; (iii) make loans or advances to the Parent or any
Subsidiary; or (iv) transfer any of its property or assets to the Parent
or any Subsidiary.


 


Section 9.5.        Merger,
Consolidation, Sales of Assets and Other Arrangements.


 


The Parent and the Borrower shall not, and shall not
permit any Subsidiary or other Loan Party to: (i) enter into any
transaction of merger or consolidation; (ii) liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution); or (iii) convey,
sell, lease, sublease, transfer or otherwise dispose of, in one transaction or
a series of transactions, all or any substantial part of its business or
assets, whether now owned or hereafter acquired; provided, however, that:


 


(a)                                  any of the actions described in the immediately
preceding clauses (i) through (iii) may be taken with respect to
any Subsidiary or any other Loan Party (other than the Parent or the Borrower)
so long as immediately prior to the taking of such action, and immediately
thereafter and after giving effect thereto, no Default or Event of Default is
or would be in existence; notwithstanding the foregoing, any such Loan Party
(other than the Borrower) may enter into a transaction of merger pursuant to
which such Loan Party is not the survivor of such merger only if (i) the
Borrower shall have given the Agent and the Lenders at least 30 Business Days’
prior written notice of such merger, such
notice to include a certification to the effect that immediately after
and after giving effect to such action, no Default or Event of Default is or
would be in existence; (ii) within 5 Business Days of consummation of such
merger, the survivor entity (if not already a Guarantor) shall have executed
and delivered an assumption agreement in form and substance satisfactory to the
Agent pursuant to which such survivor entity shall expressly assume all of the
such Loan Party’s Obligations under the Loan Documents to which it is a party; (iii) within
30 days of consummation of such merger, the survivor entity delivers to the
Agent the following: (A) items of the type referred to in
Sections 5.1.(a)(iv), (v), (ix) through (xii) and


 


68

















 


(xvi) with respect to the survivor entity as in effect after
consummation of such merger (if not previously delivered to the Agent and still
in effect), (B) copies of all documents entered into by such Loan Party or
the survivor entity to effectuate the consummation of such merger, including,
but not limited to, articles of merger and the plan of merger, (C) copies,
certified by the Secretary or Assistant Secretary (or other individual
performing similar functions) of such Loan Party or the survivor entity, of all
corporate and shareholder action authorizing such merger and (D) copies of
any filings with the Securities and Exchange Commission in connection with such
merger; and (iv) such Loan Party and the survivor entity each takes such
other action and delivers such other documents, instruments, opinions and
agreements as the Agent may reasonably request;


 


(b)                                 the Parent, the Borrower, the
Subsidiaries and the other Loan Parties may lease and sublease their respective
assets, as lessor or sublessor (as the case may be), in the ordinary course of
their business;


 


(c)                                  a Person may merge with and into the
Borrower or the Parent so long as (i) the Borrower or the Parent, as the
case may be, is the survivor of such merger, (ii) immediately prior to
such merger, and immediately thereafter and after giving effect thereto, no
Default or Event of Default is or would be in existence, (iii) the
Borrower shall have given the Agent and the Lenders at least 30 Business Days’
prior written notice of such merger, such
notice to include a certification as to the matters described in the
immediately preceding clause (ii) (except that in the case of
the merger of a Subsidiary with and into the Borrower or the Parent such notice
may be given no later 5 Business Days following the consummation of such
merger); and


 


(d)                                 subject to the limitations and
requirements of Section 7.12.,
the Parent, the Borrower and each Subsidiary may sell, transfer or dispose of
assets among themselves.


 


Section 9.6.        Fiscal
Year.


 


Neither the Parent nor the Borrower shall change its
fiscal year from that in effect as of the Agreement Date.


 


Section 9.7.        Modifications
to Material Contracts.


 


The Parent and the Borrower shall not, and shall not
permit any Subsidiary or other Loan Party to, enter into any amendment or
modification to any Material Contract which could reasonably be expected to
have a Material Adverse Effect.


 


Section 9.8.        Modifications
of Organizational Documents.


 


The Parent and the Borrower shall not, and shall not
permit any Loan Party or other Subsidiary to, amend, supplement, restate or
otherwise modify its articles or certificate of incorporation, by-laws,
operating agreement, declaration of trust, partnership agreement or other
applicable organizational document if such amendment, supplement, restatement
or other modification could reasonably be expected to have a Material Adverse
Effect.


 


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Section 9.9.        Transactions
with Affiliates.


 


The Parent and the Borrower shall not, and shall not
permit any Subsidiary or any other Loan Party to, permit to exist or enter
into, any transaction (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate, except
transactions in the ordinary course of and pursuant to the reasonable
requirements of the business of the Parent or any of its Subsidiaries and upon
fair and reasonable terms which are no less favorable to the Parent or such
Subsidiary than would be obtained in a comparable arm’s length transaction with
a Person that is not an Affiliate.


 


Section 9.10.
ERISA Exemptions.


 


The Parent and the Borrower shall not, and shall not
permit any Subsidiary to, permit any of its respective assets to become or be
deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue
Code and the respective regulations promulgated thereunder.


 


Section 9.11.
Foreign Assets Control.


 


The Borrower and each Guarantor shall not be at any
time a Person with whom the Agent and the Lenders are restricted from doing
business under the regulations of OFAC (including, Sanctioned Persons) or under
any statute, executive order (including, the September 24, 2001 Executive
Order Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action and
shall not engage in any dealings or transactions or otherwise be associated
with such Persons.


 


ARTICLE
X. DEFAULT


 


Section 10.1.
Events of Default.


 


Each of the following shall constitute an Event of
Default, whatever the reason for such event and whether it shall be voluntary
or involuntary or be effected by operation of Applicable Law or pursuant to any
judgment or order of any Governmental Authority:


 


(a)                                  Default in Payment of Principal. 
The Borrower shall fail to pay when due (whether upon demand, at
maturity, by reason of acceleration or otherwise) the principal of any of the
Loans, or any Reimbursement Obligation.


 


(b)                                 Default in Payment of Interest and Other
Obligations.  The Borrower shall fail to pay when due any
interest on any of the Loans or any of the other payment Obligations owing by
the Borrower under this Agreement or any other Loan Document, or any other Loan
Party shall fail to pay when due any payment Obligation owing by such other
Loan Party under any Loan Document to which it is a party, and such failure
shall continue for a period of 5 Business Days.


 


(c)                                  Default in Performance.  (i) The
Parent or the Borrower shall fail to perform or observe any term, covenant,
condition or agreement contained in Section 8.4.(h) or in Article IX.
or (ii) the Borrower or any other Loan Party shall fail to perform or
observe any term, covenant, condition or agreement contained in this Agreement
or any other Loan Document to which it is a


 


70

















 


party and not otherwise mentioned in this Section and in the case
of this clause (ii) only such failure shall continue for a period of
30 days after the earlier of (x) the date upon which a Responsible
Officer of the Borrower or such Loan Party obtains knowledge of such failure or
(y) the date upon which the Borrower has received written notice of such
failure from the Agent.


 


(d)                                 Misrepresentations. 
Any written statement, representation or warranty made or deemed made by
or on behalf of the Parent, the Borrower or any other Loan Party under this
Agreement or under any other Loan Document, or any amendment hereto or thereto,
or in any other writing or statement at any time furnished or made or deemed
made by or on behalf of the Borrower or any other Loan Party to the Agent or
any Lender, shall at any time prove to have been incorrect or misleading, in
light of the circumstances in which made or deemed made, in any material
respect when furnished or made or deemed made.


 


(e)                                  Indebtedness Cross-Default; Derivatives
Contracts.


 


(i)                                     The Parent, the Borrower or any
Subsidiary or any other Loan Party shall fail to pay when due and payable the
principal of, or interest on, any Indebtedness (other than the Loans) having an
aggregate outstanding principal amount of $50,000,000 or more (or $75,000,000
or more in the case of Nonrecourse Indebtedness) (“Material Indebtedness”) and
as a result, the holder or holders of such Material Indebtedness, any trustee
or agent acting on behalf of such holder or holders or any other Person, is
permitted to accelerate the maturity of any such Material Indebtedness or
require any such Material Indebtedness to be prepaid or repurchased prior to
its stated maturity; or


 


(ii)                                  (x) the maturity of any Material
Indebtedness shall have been accelerated in accordance with the provisions of
any indenture, contract or instrument evidencing, providing for the creation of
or otherwise concerning such Material Indebtedness or (y) any Material
Indebtedness shall have been required to be prepaid or repurchased prior to the
stated maturity thereof; or


 


(iii)                               any other event shall have occurred and
be continuing with respect to any Material Indebtedness and as a result, the
holder or holders of Material Indebtedness, any trustee or agent acting on
behalf of such holder or holders or any other Person, is permitted to
accelerate the maturity of any such Material Indebtedness or require any such
Material Indebtedness to be prepaid or repurchased prior to its stated
maturity; or


 


(iv)                              there occurs under any Derivatives
Contract an Early Termination Date (as defined in such Derivatives Contract)
resulting from (A) any event of default under such Derivatives Contract as
to which any Loan Party is the Defaulting Party (as defined in such Derivatives
Contract) or (B) any Termination Event (as so defined) under such
Derivatives Contract as to which any Loan Party is an Affected Party (as so
defined) and, in either event, the Derivatives Termination Value owed by any
Loan Party as a result thereof is $50,000,000 or more.


 


(f)                                    Voluntary Bankruptcy Proceeding. 
The Parent, the Borrower, any other Loan Party or any Material
Subsidiary shall:  (i) commence a
voluntary case under the Bankruptcy


 


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Code of 1978, as amended, or other federal bankruptcy laws (as now or
hereafter in effect); (ii) file a petition seeking to take advantage of
any other Applicable Laws, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent
to, or fail to contest in a timely and appropriate manner, any petition filed
against it in an involuntary case under such bankruptcy laws or other
Applicable Laws or consent to any proceeding or action described in the
immediately following subsection; (iv) apply for or consent to, or fail to
contest in a timely and appropriate manner, the appointment of, or the taking
of possession by, a receiver, custodian, trustee, or liquidator of itself or of
a substantial part of its property, domestic or foreign; (v) admit in
writing its inability to pay its debts as they become due; (vi) make a
general assignment for the benefit of creditors; (vii) make a conveyance
fraudulent as to creditors under any Applicable Law; or (viii) take any
corporate or partnership action for the purpose of effecting any of the
foregoing.


 


(g)                                 Involuntary Bankruptcy Proceeding. 
A case or other proceeding shall be commenced against the Parent, the
Borrower, any other Loan Party or any Material Subsidiary of the Parent or the
Borrower in any court of competent jurisdiction seeking:  (i) relief under the Bankruptcy Code of
1978, as amended, or other federal bankruptcy laws (as now or hereafter in
effect) or under any other Applicable Laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts; or (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of such Person, or of all or any substantial
part of the assets, domestic or foreign, of such Person, and such case or
proceeding shall continue undismissed or unstayed for a period of
60 consecutive calendar days, or an order granting the remedy or other
relief requested in such case or proceeding against the Parent, the Borrower,
such Subsidiary or such other Loan Party (including, but not limited to, an
order for relief under such Bankruptcy Code or such other federal bankruptcy
laws) shall be entered.


 


(h)                                 Litigation; Enforceability. 
The Parent, the Borrower, any Subsidiary or any other Loan Party shall
disavow, revoke or terminate (or attempt to terminate) any Loan Document to
which it is a party or shall otherwise challenge or contest in any action, suit
or proceeding in any court or before any Governmental Authority the validity or
enforceability of this Agreement, any Note or any other Loan Document or this
Agreement, any Note, the Guaranty or any other Loan Document shall cease to be
in full force and effect (except as a result of the express terms thereof).


 


(i)                                     Judgment.  A judgment or
order for the payment of money or for an injunction shall be entered against
the Parent, the Borrower, any Subsidiary or any other Loan Party, by any court
or other tribunal and (i) such judgment or order shall continue for a
period of 30 days without being paid, stayed or dismissed through appropriate
appellate proceedings and (ii) either (A) the amount of such judgment
or order for which insurance has not been acknowledged in writing by the
applicable insurance carrier (or the amount as to which the insurer has denied
liability) exceeds, individually or together with all other such outstanding
judgments or orders $50,000,000 or (y) (B) in the case of an
injunction or other non-monetary judgment, such judgment could reasonably be
expected to have a Material Adverse Effect.


 


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(j)                                     Attachment.  A warrant,
writ of attachment, execution or similar process shall be issued against any
property of the Parent, the Borrower, any Subsidiary of the Parent or the
Borrower or any other Loan Party which exceeds, individually or together with
all other such warrants, writs, executions and processes, $50,000,000 in amount
and such warrant, writ, execution or process shall not be discharged, vacated,
stayed or bonded for a period of 30 days; provided, however, that if a bond has
been issued in favor of the claimant or other Person obtaining such warrant,
writ, execution or process, the issuer of such bond shall execute a waiver or
subordination agreement in form and substance satisfactory to the Agent
pursuant to which the issuer of such bond subordinates its right of
reimbursement, contribution or subrogation to the Obligations and waives or
subordinates any Lien it may have on the assets of any Loan Party.


 


(k)                                  ERISA.  Any member of
the ERISA Group shall fail to pay when due an amount or amounts aggregating in
excess of $20,000,000 which it shall have become liable to pay under Title IV
of ERISA; or notice of intent to terminate a Plan or Plans having aggregate
Unfunded Liabilities in excess of $20,000,000 shall be filed under Title IV of
ERISA by any member of the ERISA Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate, to impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or to cause a trustee to be
appointed to administer, any Plan or Plans having aggregate Unfunded
Liabilities in excess of $20,000,000; or a condition shall exist by reason of
which the PBGC would be entitled to obtain a decree adjudicating that any such
Plan must be terminated; or there shall occur a complete or partial withdrawal
from, or a default, within the meaning of Section 4219(c)(5) of
ERISA, with respect to, one or more Multiemployer Plans which could cause one
or more members of the ERISA Group to incur a current payment obligation in
excess of $20,000,000.


 


(l)                                     Loan Documents. 
An Event of Default (as defined therein) shall occur under any of the
other Loan Documents.


 


(m)                               Change of Control/Change in Management.


 


(i)                                     Any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
Person will be deemed to have “beneficial ownership” of all securities that
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 25% of the total voting power of the then outstanding voting stock of the
Parent;


 


(ii)                                  During any period of 12 consecutive
months ending after the Agreement Date, individuals who at the beginning of any
such 12-month period constituted the Board of Trustees of the Parent (together
with any new trustees whose election by such Board or whose nomination for
election by the shareholders of the Parent was approved by a vote of a majority
of the trustees then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Trustees of the Parent then in office; or


 


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(iii)                               Parent, or any Wholly Owned Subsidiary of
the Parent, shall cease for any reason to be the general partner of the
Borrower.


 


Section 10.2.
Remedies Upon Event of Default.


 


Upon the occurrence of an Event of Default the
following provisions shall apply:


 


(a)                                  Acceleration; Termination of Facilities.


 


(i)                                     Automatic.  Upon the
occurrence of an Event of Default specified in Sections 10.1.(f) or
10.1.(g), (A)(i) the principal of, and all accrued interest on, the Loans
and the Notes at the time outstanding, (ii) an amount equal to the Stated
Amount of all Letters of Credit outstanding as of the date of the occurrence of
such Event of Default for deposit into the Collateral Account pursuant to Section 10.5.
and (iii) all of the other Obligations of the Borrower, including, but not
limited to, the other amounts owed to the Lenders, the Swingline Lender and the
Agent under this Agreement, the Notes or any of the other Loan Documents shall
become immediately and automatically due and payable by the Borrower without
presentment, demand, protest, or other notice of any kind, all of which are
expressly waived by the Borrower and (B) all of the Commitments, the
obligation of the Lenders to make Revolving Loans, the Swingline Commitment,
the obligation of the Swingline Lender to make Swingline Loans, and the
obligation of the Agent to issue Letters of Credit hereunder, shall all
immediately and automatically terminate.


 


(ii)                                  Optional.  If any other
Event of Default shall exist, the Agent shall, at the direction of the
Requisite Lenders:  (A) declare (1) the
principal of, and accrued interest on, the Loans and the Notes at the time
outstanding, (2) an amount equal to the Stated Amount of all Letters of
Credit outstanding as of the date of the occurrence of such other Event of
Default for deposit into the Collateral Account pursuant to Section 10.5.
and (3) all of the other Obligations, including, but not limited to, the
other amounts owed to the Lenders and the Agent under this Agreement, the Notes
or any of the other Loan Documents to be forthwith due and payable, whereupon
the same shall immediately become due and payable without presentment, demand,
protest or other notice of any kind, all of which are expressly waived by the
Borrower and (B) terminate the Commitments, the Swingline Commitment and
the obligation of the Lenders to make Loans hereunder and the obligation of the
Agent to issue Letters of Credit hereunder.


 


(b)                                 Loan Documents. 
The Requisite Lenders may direct the Agent to, and the Agent if so
directed shall, exercise any and all of its rights under any and all of the
other Loan Documents.


 


(c)                                  Applicable Law. 
The Requisite Lenders may direct the Agent to, and the Agent if so
directed shall, exercise all other rights and remedies it may have under any
Applicable Law.


 


(d)                                 Appointment of Receiver. 
To the extent permitted by Applicable Law, the Agent and the Lenders
shall be entitled to the appointment of a receiver for the assets and
properties of


 


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the Parent, the Borrower and their respective Subsidiaries, without
notice of any kind whatsoever and without regard to the adequacy of any
security for the Obligations or the solvency of any party bound for its
payment, to take possession of all or any portion of the business operations of
the Parent, the Borrower and their respective Subsidiaries and to exercise such
power as the court shall confer upon such receiver.


 


Section 10.3.
Remedies Upon Default.


 


Upon the occurrence of a Default specified in
Sections 10.1.(f) or 10.1.(g), the Commitments shall immediately and
automatically terminate.


 


Section 10.4.
Allocation of Proceeds.


 


If an Event of Default shall exist and maturity of any
of the Obligations has been accelerated, all payments received by the Agent
under any of the Loan Documents, in respect of any principal of or interest on
the Obligations or any other amounts payable by the Borrower hereunder or
thereunder, shall be applied in the following order and priority:


 


(a)                                  amounts due to the Agent in respect of
fees and expenses due under Section 12.2.;


 


(b)                                 amounts due to the Lenders in respect of
fees and expenses due under Section 12.2., pro rata in the amount then due
each Lender;


 


(c)                                  payments of interest on Swingline Loans;


 


(d)                                 payments of interest on all other Loans
and Reimbursement Obligations, to be applied for the ratable benefit of the
Lenders;


 


(e)                                  payments of principal of Swingline Loans;


 


(f)                                    payments of principal of all other Loans,
Reimbursement Obligations and other Letter of Credit Liabilities, to be applied
for the ratable benefit of the Lenders; provided, however, to the extent that
any amounts available for distribution pursuant to this subsection are
attributable to the issued but undrawn amount of an outstanding Letters of
Credit, such amounts shall be paid to the Agent for deposit into the Collateral
Account;


 


(g)                                 amounts due the Agent and the Lenders
pursuant to Sections 11.7. and 12.9.;


 


(h)                                 payments of all other Obligations and
other amounts due and owing by the Borrower and the other Loan Parties under
any of the Loan Documents, if any, to be applied for the ratable benefit of the
Lenders; and


 


(i)                                     any amount remaining after application as
provided above, shall be paid to the Borrower or whomever else may be legally
entitled thereto.


 


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Section 10.5.
Collateral Account.


 


(a)                                  As collateral security for the prompt
payment in full when due of all Letter of Credit Liabilities and the other
Obligations, the Borrower hereby pledges and grants to the Agent, for the
ratable benefit of the Agent and the Lenders as provided herein, a security
interest in all of its right, title and interest in and to the Collateral
Account and the balances from time to time in the Collateral Account (including
the investments and reinvestments therein provided for below).  The balances from time to time in the
Collateral Account shall not constitute payment of any Letter of Credit
Liabilities until applied by the Agent as provided herein.  Anything in this Agreement to the contrary
notwithstanding, funds held in the Collateral Account shall be subject to
withdrawal only as provided in this Section.


 


(b)                                 Amounts on deposit in the Collateral
Account shall be invested and reinvested by the Agent in such Cash Equivalents
as the Agent shall determine in its sole discretion.  All such investments and reinvestments shall
be held in the name of and be under the sole dominion and control of the Agent
for the ratable benefit of the Lenders. 
The Agent shall exercise reasonable care in the custody and preservation
of any funds held in the Collateral Account and shall be deemed to have
exercised such care if such funds are accorded treatment substantially
equivalent to that which the Agent accords other funds deposited with the
Agent, it being understood that the Agent shall not have any responsibility for
taking any necessary steps to preserve rights against any parties with respect
to any funds held in the Collateral Account.


 


(c)                                  If a drawing pursuant to any Letter of
Credit occurs on or prior to the expiration date of such Letter of Credit, the
Borrower and the Lenders authorize the Agent to use the monies deposited in the
Collateral Account to make payment to the beneficiary with respect to such
drawing or the payee with respect to such presentment.


 


(d)                                 If an Event of Default exists, the
Requisite Lenders may, in their discretion, at any time and from time to time,
instruct the Agent to liquidate any such investments and reinvestments and
apply proceeds thereof to the Obligations in accordance with Section 10.4.


 


(e)                                  So long as no Default or Event of Default
exists, and to the extent amounts on deposit in the Collateral Account exceed
the aggregate amount of the Letter of Credit Liabilities, the Agent shall, from
time to time, at the request of the Borrower, deliver to the Borrower within
10 Business Days after the Agent’s receipt of such request from the
Borrower, against receipt but without any recourse, warranty or representation
whatsoever, such of the balances in the Collateral Account as exceed the
aggregate amount of Letter of Credit Liabilities at such time.


 


(f)                                    The Borrower shall pay to the Agent from
time to time such fees as the Agent normally charges for similar services in
connection with the Agent’s administration of the Collateral Account and
investments and reinvestments of funds therein.


 


Section 10.6.
Performance by Agent.


 


If the Parent or the Borrower shall fail to perform
any covenant, duty or agreement contained in any of the Loan Documents, and
such failure has continued after the expiration of


 


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any cure or grace period set forth herein, the Agent may, after notice
to the Parent or the Borrower, perform or attempt to perform such covenant,
duty or agreement on behalf of the Parent or the Borrower.  In such event, the Borrower shall, at the
request of the Agent, promptly pay any amount reasonably expended by the Agent
in such performance or attempted performance to the Agent, together with
interest thereon at the applicable Post-Default Rate from the date of such
expenditure until paid.  Notwithstanding
the foregoing, neither the Agent nor any Lender shall have any liability or
responsibility whatsoever for the performance of any obligation of the Borrower
under this Agreement or any other Loan Document.


 


Section 10.7.
Rights Cumulative.


 


The rights and remedies of the Agent and the Lenders
under this Agreement and each of the other Loan Documents shall be cumulative
and not exclusive of any rights or remedies which any of them may otherwise
have under Applicable Law.  In exercising
their respective rights and remedies the Agent and the Lenders may be selective
and no failure or delay by the Agent or any of the Lenders in exercising any
right shall operate as a waiver of it, nor shall any single or partial exercise
of any power or right preclude its other or further exercise or the exercise of
any other power or right.


 


ARTICLE
XI. THE AGENT


 


Section 11.1.
Authorization and Action.


 


Each
Lender hereby appoints and authorizes the Agent to take such action as
contractual representative on such Lender’s behalf and to exercise such powers
under this Agreement and the other Loan Documents as are specifically delegated
to the Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto.  Not in
limitation of the foregoing, each Lender authorizes and directs the Agent to
enter into the Loan Documents for the benefit of the Lenders.  Each Lender hereby agrees that, except as
otherwise set forth herein, any action taken by the Requisite Lenders in
accordance with the provisions of this Agreement or the Loan Documents, and the
exercise by the Requisite Lenders of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders. 
Nothing herein shall be construed to deem the Agent a trustee or
fiduciary for any Lender nor to impose on the Agent duties or obligations other
than those expressly provided for herein. 
At the request of a Lender, the Agent will forward to such Lender copies
or, where appropriate, originals of the documents delivered to the Agent
pursuant to this Agreement or the other Loan Documents.  The Agent will also furnish to any Lender,
upon the request of such Lender, a copy of any certificate or notice furnished
to the Agent by the Borrower, any Loan Party or any other Affiliate of the
Borrower, pursuant to this Agreement or any other Loan Document not already
delivered to such Lender pursuant to the terms of this Agreement or any such
other Loan Document.  As to any matters
not expressly provided for by the Loan Documents (including, without
limitation, enforcement or collection of any of the Obligations), the Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the instructions of the Requisite
Lenders (or all of the Lenders if explicitly required under any other provision
of this Agreement), and such instructions shall be binding upon all Lenders and
all holders of any of the Obligations; provided, however, that,


 


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notwithstanding anything in this
Agreement to the contrary, the Agent shall not be required to take any action
which exposes the Agent to personal liability or which is contrary to this
Agreement or any other Loan Document or Applicable Law.  Not in limitation of the foregoing, the Agent
shall not exercise any right or remedy it or the Lenders may have under any
Loan Document upon the occurrence of a Default or an Event of Default unless
the Requisite Lenders have so directed the Agent to exercise such right or
remedy.


 


Section 11.2.
Agent’s Reliance, Etc.


 


Notwithstanding any other provisions of this Agreement
or any other Loan Documents, neither the Agent nor any of its directors,
officers, agents, employees or counsel shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement or
any other Loan Document, except for its or their own gross negligence or
willful misconduct as determined by a court of competent jurisdiction in a
final, non-appealable judgment.  Without
limiting the generality of the foregoing, the Agent: (a) may treat the
payee of any Note as the holder thereof until the Agent receives written notice
of the assignment or transfer thereof signed by such payee and in form
satisfactory to the Agent; (b) may consult with legal counsel (including
its own counsel or counsel for the Borrower or any other Loan Party),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (c) makes
no warranty or representation to any Lender or any other Person and shall not
be responsible to any Lender or any other Person for any statements, warranties
or representations made by any Person in or in connection with this Agreement
or any other Loan Document; (d) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of any of this Agreement or any other Loan Document or the
satisfaction of any conditions precedent under this Agreement or any Loan
Document on the part of the Borrower or other Persons or inspect the property,
books or records of the Borrower or any other Person; (e) shall not be responsible
to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Loan Document,
any other instrument or document furnished pursuant thereto or any collateral
covered thereby or the perfection or priority of any Lien in favor of the Agent
on behalf of the Lenders in any such collateral; and (f) shall incur no
liability under or in respect of this Agreement or any other Loan Document by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by telephone or telecopy) believed by it to be genuine and
signed, sent or given by the proper party or parties.


 


Section 11.3.
Notice of Defaults.


 


The Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless the Agent has
received notice from a Lender, the Parent or the Borrower referring to this
Agreement, describing with reasonable specificity such Default or Event of
Default and stating that such notice is a “notice of default.”  If any Lender (excluding the Lender which is
also serving as the Agent) becomes aware of any Default or Event of Default, it
shall promptly send to the Agent such a “notice of default.”  Further, if the Agent receives such a “notice
of default”, the Agent shall give prompt notice thereof to the Lenders.


 


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Section 11.4.
KeyBank as Lender.


 


KeyBank, as a Lender, shall have the same rights and
powers under this Agreement and any other Loan Document as any other Lender and
may exercise the same as though it were not the Agent; and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, include KeyBank in each
case in its individual capacity.  KeyBank
and its affiliates may each accept deposits from, maintain deposits or credit
balances for, invest in, lend money to, act as trustee under indentures of,
serve as financial advisor to, and generally engage in any kind of business
with, the Parent, the Borrower, any other Loan Party or any other affiliate
thereof as if it were any other bank and without any duty to account therefor
to the other Lenders.  Further, the Agent
and any affiliate may accept fees and other consideration from the Parent or
the Borrower for services in connection with this Agreement and otherwise
without having to account for the same to the other Lenders.  The Lenders acknowledge that, pursuant to
such activities, KeyBank or its affiliates may receive information regarding
the Parent, the Borrower, other Loan Parties, other Subsidiaries and other
Affiliates (including information that may be subject to confidentiality
obligations in favor of such Person) and acknowledge that the Agent shall be
under no obligation to provide such information to them.


 


Section 11.5.
Approvals of Lenders.


 


All communications from the Agent to any Lender
requesting such Lender’s determination, consent, approval or disapproval (a) shall
be given in the form of a written notice to such Lender, (b) shall be
accompanied by a description of the matter or issue as to which such
determination, approval, consent or disapproval is requested, or shall advise
such Lender where information, if any, regarding such matter or issue may be
inspected, or shall otherwise describe the matter or issue to be resolved, (c) shall
include, if reasonably requested by such Lender and to the extent not
previously provided to such Lender, written materials and a summary of all oral
information provided to the Agent by the Parent and the Borrower in respect of
the matter or issue to be resolved, and (d) shall include the Agent’s
recommended course of action or determination in respect thereof.  Each Lender shall reply promptly, but in any
event within 10 Business Days (or such lesser or greater period as may be
specifically required under the Loan Documents) of receipt of such
communication.  Except as otherwise
provided in this Agreement, unless a Lender shall give written notice to the
Agent that it specifically objects to the recommendation or determination of
the Agent (together with a written explanation of the reasons behind such
objection) within the applicable time period for reply (which shall be no less
than 10 Business Days), such Lender shall be deemed to have conclusively
approved of or consented to such recommendation or determination.


 


Section 11.6.
Lender Credit Decision, Etc.


 


Each Lender expressly acknowledges and agrees that
neither the Agent nor any of its officers, directors, employees, agents,
counsel, attorneys-in-fact or other affiliates has made any representations or
warranties as to the financial condition, operations, creditworthiness,
solvency or other information concerning the business or affairs of the
Borrower, any other Loan Party, any Subsidiary or any other Person to such
Lender and that no act by the Agent hereafter taken, including any review of
the affairs of the Parent, the Borrower, any other Loan Party or any other
Subsidiary of the Parent or the Borrower, shall be deemed to constitute any
such representation


 


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or warranty by the Agent
to any Lender. Each Lender acknowledges that it has made its own credit and
legal analysis and decision to enter into this Agreement and the transactions
contemplated hereby, independently and without reliance upon the Agent, any other
Lender or counsel to the Agent, or any of their respective officers, directors,
employees and agents, and based on the financial statements of the Parent, the
Borrower, the Subsidiaries or any other Affiliate thereof, and inquiries of
such Persons, its independent due diligence of the business and affairs of the
Borrower, the Loan Parties, the Subsidiaries of the Parent and the Borrower and
other Persons, its review of the Loan Documents, the legal opinions required to
be delivered to it hereunder, the advice of its own counsel and such other
documents and information as it has deemed appropriate. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent,
any other Lender or counsel to the Agent or any of their respective officers,
directors, employees and agents, and based on such review, advice, documents
and information as it shall deem appropriate at the time, continue to make its
own decisions in taking or not taking action under the Loan Documents. Except
for notices, reports and other documents and information expressly required to
be furnished to the Lenders by the Agent under this Agreement or any of the
other Loan Documents, the Agent shall have no duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, property, financial and other condition or creditworthiness of the
Borrower, any other Loan Party or any other Affiliate thereof which may come
into possession of the Agent, or any of its officers, directors, employees,
agents, attorneys-in-fact or other affiliates. Each Lender acknowledges that
the Agent’s legal counsel in connection with the transactions contemplated by
this Agreement is only acting as counsel to the Agent and is not acting as counsel
to such Lender.


 


Section 11.7. Indemnification of Agent.


 


Each
Lender agrees to indemnify the Agent (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so) pro rata
in accordance with such Lender’s respective Commitment Percentage, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may at any time be imposed on, incurred by, or asserted
against the Agent (in its capacity as Agent but not as a Lender) in any way
relating to or arising out of the Loan Documents, any transaction contemplated
hereby or thereby or any action taken or omitted by the Agent under the Loan
Documents (collectively, “Indemnifiable Amounts”); provided, however, that no
Lender shall be liable for any portion of such Indemnifiable Amounts to the
extent resulting from the Agent’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final, non-appealable
judgment or if the Agent fails to follow the written direction of the Requisite
Lenders (or all of the Lenders if expressly required hereunder) unless such
failure results from the Agent following the advice of counsel to the Agent of
which advice the Lenders have received notice. Without limiting the generality
of the foregoing but subject to the preceding proviso, each Lender agrees to
reimburse the Agent (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel fees of the
counsel(s) of the Agent’s own choosing) incurred by the Agent in
connection with the preparation, negotiation, execution, or enforcement of, or
legal advice with respect to the rights or responsibilities of the parties
under, the Loan Documents, any suit or action brought by the Agent to enforce
the terms of the Loan Documents


 


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and/or collect any
Obligations, any “lender liability” suit or claim brought against the Agent
and/or the Lenders, and any claim or suit brought against the Agent, and/or the
Lenders arising under any Environmental Laws. Such out-of-pocket expenses
(including counsel fees) shall be advanced by the Lenders on the request of the
Agent notwithstanding any claim or assertion that the Agent is not entitled to
indemnification hereunder upon receipt of an undertaking by the Agent that the Agent
will reimburse the Lenders if it is actually and finally determined by a court
of competent jurisdiction that the Agent is not so entitled to indemnification.
The agreements in this Section shall survive the payment of the Loans and
all other amounts payable hereunder or under the other Loan Documents and the
termination of this Agreement. If the Borrower shall reimburse the Agent for
any Indemnifiable Amount following payment by any Lender to the Agent in
respect of such Indemnifiable Amount pursuant to this Section, the Agent shall
share such reimbursement on a ratable basis with each Lender making any such
payment.


 


Section 11.8. Successor Agent.


 


The
Agent may resign at any time as Agent under the Loan Documents by giving
written notice thereof to the Lenders and the Borrower. The Agent may be
removed as Agent under the Loan Documents for gross negligence or willful
misconduct upon 30-day’s prior written notice by all Lenders (other than the
Lender then acting as Agent). Upon any such resignation or removal, the
Requisite Lenders shall have the right to appoint a successor Agent which
appointment shall, provided no Default or Event of Default exists, be subject
to the Borrower’s approval, which approval shall not be unreasonably withheld
or delayed (except that the Borrower shall, in all events, be deemed to have
approved each Lender and its affiliates as a successor Agent). If no successor
Agent shall have been so appointed in accordance with the immediately preceding
sentence, and shall have accepted such appointment, within 30 days after the
resigning Agent’s giving of notice of resignation or the giving of notice of
the removal of the Agent, then the resigning or removed Agent may, on behalf of
the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender
shall be willing to serve, and otherwise shall be a commercial bank having
total combined assets of at least $50,000,000,000; provided, the resigning or
removed Agent shall continue to serve as Agent until such time as a successor Agent
shall have accepted such appointment. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Loan Documents; provided, however, such
retiring Agent shall not be relieved from any obligations arising prior to its
discharge the extent resulting from the Agent’s gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final,
non-appealable judgment or from the failure by the Agent to follow the written
direction of the Requisite Lenders (or all of the Lenders if expressly required
hereunder) unless such failure results from the Agent following the advice of
counsel to the Agent of which advice the Lenders have received notice. Such
successor Agent shall issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or shall make
other arrangements satisfactory to the current Agent, in either case, to assume
effectively the obligations of the current Agent with respect to such Letters
of Credit. After any Agent’s resignation or removal hereunder as Agent, the
provisions of this Article XI. shall continue to inure to its benefit as
to any actions taken or omitted to be taken by it while it was Agent under the
Loan Documents.


 


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Section 11.9. Titled Agents.


 


Each of the Titled
Agents in each such respective capacity, assumes no responsibility or
obligation hereunder, including, without limitation, for servicing, enforcement
or collection of any of the Loans, nor any duties as an agent hereunder for the
Lenders. The titles of “Co-Lead Arranger”, “Syndication Agent” and “Documentation
Agent” are solely honorific and imply no fiduciary responsibility on the part
of the Titled Agents to the Agent, the Borrower or any Lender and the use of
such titles does not impose on the Titled Agents any duties or obligations
greater than those of any other Lender or entitle the Titled Agents to any
rights other than those to which any other Lender is entitled.


 


ARTICLE XII. MISCELLANEOUS


 


Section 12.1. Notices.


 


Unless
otherwise provided herein, communications provided for hereunder shall be in
writing and shall be mailed, telecopied or delivered as follows:


 


If to
the Parent:


 


Corporate Office Properties Trust


6711
Columbia Gateway Drive, Suite 300


Columbia,
Maryland 21046


Attention:
General Counsel


Telephone
Number:    (443) 285-5400


Telecopy
Number:      (443) 285-7650


 


If to
the Borrower:


 


Corporate
Office Properties, L.P.


6711
Columbia Gateway Drive, Suite 300


Columbia,
Maryland 21046


Attention:
General Counsel


Telephone
Number:    (443) 285-5400


Telecopy
Number:      (443) 285-7650


 


If to
the Agent:


 


KeyBank
National Association


127 Public Square, 8th Floor


Cleveland, Ohio 
44114


Attn:  John C. Scott


Telephone:    (216)
689-5986


Telecopy:      (216)
689-4997


 


with a
copy to:


 


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KeyBank
National Association


800
Superior Avenue


Cleveland,
Ohio  44114


Attn:  REC Services


Telephone:    (216)
828-7512


Telecopy:      (216)
828-7523


 


If to
a Lender:


 


To
such Lender’s address or telecopy number, as applicable, set forth in its
Administrative Questionnaire;


 


or, as to each party at
such other address as shall be designated by such party in a written notice to
the other parties delivered in compliance with this Section. All such notices
and other communications shall be effective (i) if mailed, when received; (ii) if
telecopied, when transmitted; or (iii) if hand delivered or sent by
overnight courier, when delivered. Notwithstanding the immediately preceding
sentence, all notices or communications to the Agent or any Lender under Article II.
shall be effective only when actually received or when receipt is refused. Neither
the Agent nor any Lender shall incur any liability to the Borrower (nor shall
the Agent incur any liability to the Lenders) for acting upon any telephonic
notice referred to in this Agreement which the Agent or such Lender, as the
case may be, believes in good faith to have been given by a Person authorized
to deliver such notice or for otherwise acting in good faith hereunder.


 


Section 12.2. Expenses.


 


The
Borrower agrees (a) to pay or reimburse the Agent for all of its
reasonable out-of-pocket costs and expenses incurred in connection with the
preparation, negotiation and execution of, and any amendment, supplement or
modification to, any of the Loan Documents (including due diligence expenses
and travel expenses relating to closing), and the consummation and
administration of the transactions contemplated thereby, including the reasonable
fees and disbursements of counsel to the Agent and costs and expenses in
connection with the use of Intralinks, Inc. or other similar information
transmission systems in connection with the Loan Documents, (b) to pay or
reimburse the Agent, and the Lenders for all their costs and expenses incurred
in connection with the enforcement or preservation of any rights under the Loan
Documents, including the reasonable fees and disbursements of their respective
counsel (including the allocated fees and expenses of in-house counsel) and any
payments in indemnification or otherwise payable by the Lenders to the Agent
pursuant to the Loan Documents, (c) to pay, and indemnify and hold
harmless the Agent, and the Lenders from, any and all recording and filing fees
and any and all liabilities with respect to, or resulting from any failure to
pay or delay in paying, documentary, stamp, excise and other similar taxes, if
any, which may be payable or determined to be payable in connection with the
execution and delivery of any of the Loan Documents, or consummation of any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, any Loan Document; and (d) to the extent not already covered
by any of the preceding subsections, to pay or reimburse the Agent, and the
Lenders for all their costs and expenses incurred in connection with any
bankruptcy or other proceeding of the type described in Sections 10.1.(f) or
10.1.(g), including the reasonable fees


 


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and disbursements of
counsel to the Agent and any Lender, whether such fees and expenses are
incurred prior to, during or after the commencement of such proceeding or the
confirmation or conclusion of any such proceeding. If the Borrower shall fail
to pay any amounts required to be paid by it pursuant to this Section, the
Agent, and/or the Lenders may pay such amounts on behalf of the Borrower and
either deem the same to be Loans outstanding hereunder or otherwise Obligations
owing hereunder.


 


Section 12.3. Setoff.


 


Subject
to Section 3.3. and in addition to any rights now or hereafter granted
under Applicable Law and not by way of limitation of any such rights, the
Agent, each Lender and each Participant is hereby authorized by the Borrower,
at any time or from time to time during the continuance of an Event of Default,
without prior notice to the Borrower or to any other Person, any such notice
being hereby expressly waived, but in the case of a Lender or Participant
subject to receipt of the prior written consent of the Agent exercised in its
sole discretion, to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured) and any
other indebtedness at any time held or owing by the Agent, such Lender or any
affiliate of the Agent or such Lender, to or for the credit or the account of
the Borrower against and on account of any of the Obligations, irrespective of
whether or not any or all of the Loans and all other Obligations have been
declared to be, or have otherwise become, due and payable as permitted by Section 10.2.,
and although such obligations shall be contingent or unmatured.


 


Section 12.4. Litigation; Jurisdiction; Other
Matters; Waivers.


 


(a)                                  EACH PARTY HERETO ACKNOWLEDGES THAT ANY
DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE PARENT, THE BORROWER, THE AGENT OR
ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND
FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT, THE PARENT
AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE
COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE
NOTES, OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF
ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE PARENT, THE BORROWER, THE
AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN
DOCUMENTS.


 


(b)                                 EACH OF THE PARENT, THE BORROWER, THE
AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT LOCATED FOR
THE SOUTHERN DISTRICT OF NEW YORK AND ANY STATE COURT LOCATED IN THE BOROUGH OF
MANHATTAN, NEW YORK, NEW YORK, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE
ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE PARENT, THE BORROWER, THE AGENT OR
ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE
LOANS AND LETTERS OF CREDIT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY


 


84

















 


MATTER ARISING HEREFROM
OR THEREFROM. THE PARENT, THE BORROWER AND EACH OF THE LENDERS EXPRESSLY SUBMIT
AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY
FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD
OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT
BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR
THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH
FORUM IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)                                  THE PROVISIONS OF THIS SECTION HAVE
BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING
OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS
AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE
TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS
AGREEMENT.


 


Section 12.5. Successors and Assigns.


 


(a)                                  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, except that the Borrower may not
assign or otherwise transfer any of its rights or obligations under this
Agreement without the prior written consent of all Lenders and any such
assignment or other transfer to which all of the Lenders have not so consented
shall be null and void.


 


(b)                                 Each Lender shall have the right to
assign, transfer, sell, negotiate, pledge or otherwise hypothecate this
Agreement and any of its rights and security hereunder and under the other Loan
Documents to any other Eligible Assignee with the prior written consent of the
Agent and with the prior written consent of the Borrower, which consents by the
Agent and the Borrower shall not be unreasonably withheld, conditioned or
delayed (provided that no consent of the Borrower shall be required if the
Eligible Assignee is also a Lender or if an Event of Default then exists) and
no consent of the Agent shall be required if the Eligible Assignee is also a. Lender;
provided, however, that (i) the parties to each such assignment shall
execute and deliver to Agent, for its approval and acceptance, an Assignment
and Acceptance Agreement, (ii) each such assignment shall be of a
constant, and not a varying, percentage of the assigning Lender’s rights and
obligations under this Agreement, (iii) if the potential assignee is not
already a Lender hereunder, at least ten (10) days prior to the date of
the assignment, the potential assignee shall deliver to Agent the fully
completed Patriot Act and OFAC forms attached as Exhibit K hereto and such
other information as Agent shall require to successfully complete the Agent’s
Patriot Act Customer Identification Process and OFAC Review Process, (iv) unless
the Agent and, so long as no Event of Default exists, the Borrower otherwise
consent, the aggregate amount of the Commitment of the assigning Lender being
assigned pursuant to each such assignment shall in no event be less than
$10,000,000, (v) the Agent shall receive from the


 


85

















 


assigning Lender a
processing fee of $3,500, and (vi) if the assignment is less than the
assigning Lender’s entire Commitment, the assigning Lender must retain at least
a $10,000,000 Commitment. The Agent may designate any Eligible Assignee
accepting an assignment of a specified portion of the Loan to be a Co-Agent, an
“Arranger” or similar title, but such designation shall not confer on such
Eligible Assignee the rights or duties of the Agent. Upon such execution,
delivery, approval and acceptance, and upon the effective date specified in the
applicable Assignment and Acceptance Agreement, (x) the Eligible Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance Agreement, have the rights and obligations of a Lender hereunder and
under the other Loan Documents, and the Borrower hereby agrees that all of the
rights and remedies of Lenders in connection with the interest so assigned
shall be enforceable against the Borrower by an Eligible Assignee with the same
force and effect and to the same extent as the same would have been enforceable
but for such assignment, and (y) the assigning Lender thereunder shall, to
the extent that rights and obligations hereunder and under the other Loan
Documents have been assigned by it pursuant to such Assignment and Acceptance
Agreement, relinquish its rights and be released from its obligations hereunder
and thereunder.


 


(c)                                  By executing and delivering an Assignment
and Acceptance Agreement, the assigning Lender thereunder and the Eligible
Assignee thereunder confirm to and agree with each other and the other parties
hereto as follows: (i) except as provided in such Assignment and
Acceptance Agreement, such assigning Lender and Agent make no representation or
warranty and assume no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
any other Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Loan Document
or any other instrument or document furnished in connection therewith; (ii) such
assigning Lender and the Agent make no representation or warranty and assume no
responsibility with respect to the financial condition of any Loan Party or the
performance or observance by any Loan Party of any of its obligations under any
Loan Document or any other instrument or document furnished in connection
therewith; (iii) such Eligible Assignee confirms that it has received a
copy of this Agreement together with such financial statements, Loan Documents
and other documents and information as it has deemed appropriate to make its
own independent credit analysis and decision to enter into the Assignment and
Acceptance Agreement and to become a Lender hereunder; (iv) such Eligible
Assignee will, independently and without reliance upon Agent, the assigning
Lender or any other Lender, and based on such documents and information as it
shall deem appropriate at the time continue to make its own independent credit
decisions in taking or not taking action under this Agreement; (v) such
Eligible Assignee appoints and authorizes the Agent to take such action as the
Agent on its behalf and to exercise such powers under. this Agreement
and the other Loan Documents as are delegated to Agent by the terms hereof and
thereof, together with such powers as are reasonably incidental thereto; and (vi) such
Eligible Assignee agrees that it will perform in accordance with their terms
all of the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.


 


(d)                                 Agent shall maintain a copy of each
Assignment and Acceptance Agreement delivered to and accepted by it and shall
record in its records the name and address of each


 


86

















 


Lender and the Commitment
of such Lender from time to time. The Borrower, the Agent and the Lenders may
treat each entity whose name is so recorded as a Lender hereunder for all
purposes of this Agreement. In the case of any assignment by a Lender, within
five Business Days after its receipt of written notice of such assignment, the
Borrower, at its own expense, shall, if requested by the applicable Lender,
execute and deliver to the Agent in exchange for the surrendered Note or Notes a
new Note to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance Agreement
and, if any assigning Lender has retained a Commitment hereunder, a new Note to
the order of such assigning Lender in an amount equal to the Commitment
retained by it hereunder. Such new Note or Notes, if any, shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes and shall be dated the effective date of such
Assignment and Acceptance.


 


(e)                                  Upon receipt of an Assignment and
Acceptance Agreement executed by an assigning Lender and an Eligible Assignee,
Agent shall, if such Assignment and Acceptance Agreement has been properly
completed and consented to if required herein, accept such Assignment and
Acceptance Agreement, and record the information contained therein in its
records, and the Agent shall give prompt written notice thereof to the Borrower
(provided that neither the Agent nor the Lenders shall be liable for any
failure to give such notice).


 


(f)                                    The Borrower shall use reasonable efforts
to cooperate with the Agent and each Lender in connection with the assignment
of interest under this Agreement or the sale of participations herein.


 


(g)                                 Anything in this Agreement to the
contrary notwithstanding, and without the need to comply with any of the formal
or procedural requirements of this Agreement, including this Section, any
Lender may at any time and from time to time pledge and assign all or any
portion of its rights under all or any of the Loan Documents to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such
Lender from its obligations hereunder or increase the Borrower’s or any other
Loan Party’s obligations hereunder. To facilitate any such pledge or
assignment, the Agent shall, at the request of such Lender, enter into a letter
agreement with the Federal Reserve Bank in, or substantially in, the form of
the exhibit to Appendix C to the Federal Reserve Bank of New York Operating
Circular No. 12, or other applicable form.


 


(h)                                 Anything in this Agreement to the
contrary notwithstanding, any Lender may assign all or any portion of its
rights and obligations under this Agreement to another branch or affiliate of
such Lender without first obtaining the approval of any Agent or the Borrower,
provided that (i) such Lender remains liable hereunder unless the Borrower
and the Agent shall otherwise agree, (ii) at the time of such assignment
such Lender is not a Defaulting Lender, (iii) such Lender gives the Agent
and the Borrower at least fifteen (15) days prior written notice of any such
assignment; (iv) the parties to each such assignment execute and deliver
to the Agent an Assignment and Acceptance Agreement, and (v) the Agent
receives from the assigning Lender a processing fee of $1,500.


 


(i)                                     Each Lender shall have the right, without
the consent of the Borrower, to sell participations to one or more Eligible
Assignees (each a “Participant”) in or to all or a portion of


 


87

















 


its rights and
obligations under the Loan Documents; provided, however, that (i) such
Lender’s obligations under this Agreement (including without limitation its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the Borrower, the Agent and the
other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement and with regard
to any and all payments to be made under this Agreement and (iv) the
holder of any such participation shall not be entitled to voting rights under
this Agreement or the other Loan Documents (but such holder may contract with
the Lender selling such Eligible Assignee its interest in such Lender’s share
of the Loan as to voting of such Lender’s interest under Section 12.6.(b),
but not under any other section of this Agreement; provided that any such
agreement by a Lender shall bind only such Lender alone and not the Borrower,
the other Lenders or the Agent).


 


(j)                                     No Eligible Assignee of any rights and
obligations under this Agreement shall be permitted to subassign such rights
and obligations. No Participant in any rights and obligations under this
Agreement shall be permitted to sell subparticipations of such rights and
obligations.


 


(k)                                  Each of the Parent and the Borrower
acknowledges and agrees that the Lenders may provide to any Eligible Assignee
or Participant originals or copies of this Agreement, any other Loan Document
and any other documents, instruments, certificates, opinions, insurance
policies, letters of credit, reports, requisitions and other material and information
of every nature or description, and may communicate all oral information, at
any time submitted by or on behalf of any Loan Party or received by any Lender
in connection with the Loan Documents or with respect to any Loan Party;
provided that prior to any such delivery or communication, such Eligible
Assignees or Participants shall agree to preserve the confidentiality of any of
the foregoing to the same extent that such Lender agreed to preserve such
confidentiality. In order to facilitate assignments to Eligible Assignees and
sales to Eligible Assignees, the Borrower shall execute such further documents,
instruments or agreements as the Lenders may reasonably require; provided, that
the Borrower shall not be required (i) to execute any document or agreement
which would decrease its rights, or increase its obligations, relative to those
set forth in this Agreement or any of the other Loan Documents (including
financial obligations, personal recourse, representations and warranties and
reporting requirements), or (ii) to expend more than incidental sums of
money or incidental administrative time for which it does not receive
reasonable reimbursement in order to comply with any requests or requirements
of any Lender in connection with such assignment or sale arrangement.


 


Section 12.6. Amendments.


 


(a)                                  Except as otherwise expressly provided in
this Agreement, any consent or approval required or permitted by this Agreement
or any other Loan Document to be given by the Lenders may be given, and any
term of this Agreement or of any other Loan Document may be amended, and the
performance or observance by the Borrower or any other Loan Party or any
Subsidiary of any terms of this Agreement or such other Loan Document or the
continuance of any Default or Event of Default may be waived (either generally
or in a particular instance and either retroactively or prospectively) with,
but only with, the written consent of the Requisite Lenders (and, in the case
of an amendment to any Loan Document, the written consent of each Loan Party a
party thereto).


 


88

















 


(b)                                 Notwithstanding the foregoing, without
the prior written consent of each Lender adversely affected thereby, no
amendment, waiver or consent shall do any of the following:


 


(i)                                     increase the Commitments of the Lenders
(except for any increase in the Commitments effectuated pursuant to Section 2.15.)  or subject the Lenders to any additional
obligations;


 


(ii)                                  reduce the principal of, or interest
rates that have accrued or that will be charged on the outstanding principal
amount of, any Loans or other Obligations;


 


(iii)                               reduce the amount of any Fees payable hereunder or
postpone any date fixed for payment thereof;


 


(iv)                              modify the definition of the term “Termination
Date” (except as contemplated under Section 2.12.) or otherwise postpone
any date fixed for any payment of any principal of, or interest on, any Loans
or any other Obligations (including the waiver of any Default or Event of
Default as a result of the nonpayment of any such Obligations as and when due),
or extend the expiration date of any Letter of Credit beyond the Termination
Date;


 


(v)                                 amend or otherwise modify the provisions
of Section 3.2.;


 


(vi)                              modify the definition of the term “Requisite
Lenders” or otherwise modify in any other manner the number or percentage of
the Lenders required to make any determinations or waive any rights hereunder
or to modify any provision hereof, including without limitation, any
modification of this Section 12.6. if such modification would have such
effect;


 


(vii)                           release any Guarantor from its obligations under the
Guaranty (except as otherwise permitted under Section 7.12.(b));


 


(viii)                        amend or otherwise modify the provisions of Section 2.14.
or Section 10.4.; or


 


(ix)                                increase the number of Interest Periods
permitted with respect to Loans under Section 2.5.


 


(c)                                  No amendment, waiver or consent, unless
in writing and signed by the Agent, in such capacity, in addition to the
Lenders required hereinabove to take such action, shall affect the rights or
duties of the Agent under this Agreement or any of the other Loan Documents. Any
amendment, waiver or consent relating to Section 2.2. or the obligations
of the Swingline Lender under this Agreement or any other Loan Document shall,
in addition to the Lenders required hereinabove to take such action, require
the written consent of the Swingline Lender.


 


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(d)                                 No waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon and any
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose set forth therein. No course of dealing or delay
or omission on the part of the Agent or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. Any
Event of Default occurring hereunder shall continue to exist until such time as
such Event of Default is waived in writing in accordance with the terms of this
Section, notwithstanding any attempted cure or other action by the Borrower,
any other Loan Party or any other Person subsequent to the occurrence of such
Event of Default. Except as otherwise explicitly provided for herein or in any
other Loan Document, no notice to or demand upon the Borrower shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances.


 


Section 12.7. Nonliability of Agent and Lenders.


 


The
relationship between the Borrower and the Lenders and the Agent shall be solely
that of borrower and lender. Neither the Agent nor any Lender shall have any
fiduciary responsibilities to the Parent or the Borrower and no provision in
this Agreement or in any of the other Loan Documents, and no course of dealing
between or among any of the parties hereto, shall be deemed to create any
fiduciary duty owing by the Agent or any Lender to any Lender, the Parent, the
Borrower, any Subsidiary of the Parent or the Borrower or any other Loan Party.
Neither the Agent nor any Lender undertakes any responsibility to the Borrower
or the Parent to review or inform the Borrower or the Parent of any matter in
connection with any phase of the Borrower’s or Parent’s business or operations.


 


Section 12.8. Confidentiality.


 


The Agent and each
Lender shall use reasonable efforts to assure that information about the
Borrower, the Parent, the other Loan Parties and other Subsidiaries of the
Parent and the Borrower, and the Properties thereof and their operations,
affairs and financial condition, not generally disclosed to the public, which
is furnished to the Agent or any Lender pursuant to the provisions of this
Agreement or any other Loan Document, is used only for the purposes of this
Agreement and the other Loan Documents and shall not be divulged to any Person
other than the Agent, the Lenders, and their respective agents who are actively
and directly participating in the evaluation, administration or enforcement of
the Loan Documents and other transactions between the Agent or such Lender, as
applicable, and the Borrower and the Parent, but in any event the Agent and the
Lenders may make disclosure: (a) to any of their respective affiliates
(provided such affiliates shall agree to keep such information confidential in
accordance with the terms of this Section 12.8.); (b) as reasonably
requested by any bona fide Eligible Assignee, Participant or other transferee
in connection with the contemplated transfer of any Commitment or
participations therein as permitted hereunder (provided they shall agree to
keep such information confidential in accordance with the terms of this
Section); (c) as required or requested by any Governmental Authority or
representative thereof or pursuant to legal process or in connection with any
legal proceedings; (d) to the Agent’s or such Lender’s independent
auditors and other professional advisors (provided they shall be notified of
the confidential nature of the information); (e) after the happening and
during the continuance of an Event of Default, to any other Person, in
connection with the exercise by the Agent or the Lenders of rights hereunder or
under any of the other Loan Documents; (f) upon Borrower’s prior consent


 


90

















 


(which consent shall not
be unreasonably withheld), to any contractual counter-parties to any swap or
similar hedging agreement or to any rating agency; and (g) to the extent
such information (x) becomes publicly available other than as a result of
a breach of this Section actually known to such Lender to be such a breach
or (y) becomes available to the Agent or any Lender on a nonconfidential
basis from a source other than the Parent, the Borrower or any Affiliate. Notwithstanding
the foregoing, the Agent and each Lender may disclose any such confidential
information, upon notice to the Borrower or any other Loan Party, to the extent
practicable (provided, that, any failure by the Agent or any Lender to give
such notice to the Borrower or any Loan Party shall not subject the Agent or
any Lender to any liability which may arise from such failure to give notice),
to Governmental Authorities in connection with any regulatory examination of
the Agent or such Lender or in accordance with the regulatory compliance policy
of the Agent or such Lender.


 


Section 12.9. Indemnification.


 


(a)                                  The Borrower shall and hereby agrees to
indemnify, defend and hold harmless the Agent, each of the Lenders, any
affiliate of the Agent or any Lender, and their respective directors, officers,
shareholders, agents, employees and counsel (each referred to herein as an “Indemnified
Party”) from and against any and all of the following (collectively, the “Indemnified
Costs”):  losses, costs, claims, damages,
liabilities, deficiencies, judgments or expenses of every kind and nature
(including, without limitation, amounts paid in settlement, court costs and the
reasonable fees and disbursements of counsel incurred in connection with any
litigation, investigation, claim or proceeding or any advice rendered in
connection therewith, but excluding losses, costs, claims, damages,
liabilities, deficiencies, judgments or expenses indemnification in respect of
which is specifically covered by Section 3.12. or 4.1. or expressly
excluded from the coverage of such Sections 3.12. or 4.1.) incurred by an
Indemnified Party in connection with, arising out of, or by reason of, any
suit, cause of action, claim, arbitration, investigation or settlement, consent
decree or other proceeding (the foregoing referred to herein as an “Indemnity
Proceeding”) which is in any way related directly or indirectly to: (i) this
Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the
making of any Loans or issuance of Letters of Credit hereunder; (iii) any
actual or proposed use by the Borrower of the proceeds of the Loans or Letters
of Credit; (iv) the Agent’s or any Lender’s entering into this Agreement; (v) the
fact that the Agent and the Lenders have established the credit facility
evidenced hereby in favor of the Borrower; (vi) the fact that the Agent
and the Lenders are creditors of the Borrower and have or are alleged to have
information regarding the financial condition, strategic plans or business
operations of the Parent, the Borrower and their respective Subsidiaries; (vii) the
fact that the Agent and the Lenders are material creditors of the Borrower and
are alleged to influence directly or indirectly the business decisions or
affairs of the Parent, the Borrower and their respective Subsidiaries or their
financial condition; (viii) the exercise of any right or remedy the Agent
or the Lenders may have under this Agreement or the other Loan Documents; (ix) any
civil penalty or fine assessed by the OFAC against, and all reasonable costs
and expenses (including counsel fees and disbursements) incurred in connection
with defense thereof by, the Agent or any Lender as a result of conduct of the
Borrower, any other Loan Party or any Subsidiary that violates a sanction
enforced by the OFAC; or (x) any violation or non-compliance by the
Parent, the Borrower or any Subsidiary of any Applicable Law (including any
Environmental Law) including, but not limited to, any Indemnity Proceeding
commenced by (A) the Internal Revenue Service or state taxing authority


 


91

















 


or (B) any
Governmental Authority or other Person under any Environmental Law, including
any Indemnity Proceeding commenced by a Governmental Authority or other Person
seeking remedial or other action to cause the Parent, the Borrower or their
respective Subsidiaries (or its respective properties) (or the Agent and/or the
Lenders as successors to the Borrower) to be in compliance with such
Environmental Laws; provided, however, that the Borrower shall not be obligated
to indemnify any Indemnified Party for (A) any acts or omissions of such
Indemnified Party in connection with matters described in this subsection to
the extent arising from the gross negligence or willful misconduct of such
Indemnified Party, as determined by a court of competent jurisdiction in a
final, non-appealable judgment or (B) Indemnified Costs to the extent
arising directly out of or resulting directly from claims of one or more
Indemnified Parties against another Indemnified Party.


 


(b)                                 The Borrower’s indemnification
obligations under this Section 12.9. shall apply to all Indemnity
Proceedings arising out of, or related to, the foregoing whether or not an
Indemnified Party is a named party in such Indemnity Proceeding. In this
regard, this indemnification shall cover all Indemnified Costs of any
Indemnified Party in connection with any deposition of any Indemnified Party or
compliance with any subpoena (including any subpoena requesting the production
of documents). This indemnification shall, among other things, apply to any
Indemnity Proceeding commenced by other creditors of the Parent, the Borrower
or any Subsidiary, any shareholder of the Parent, the Borrower or any
Subsidiary (whether such shareholder(s) are prosecuting such Indemnity
Proceeding in their individual capacity or derivatively on behalf of the
Borrower or the Parent), any account debtor of the Parent, the Borrower or any
Subsidiary or by any Governmental Authority. If indemnification is to be sought
hereunder by an Indemnified Party, then such Indemnified Party shall notify the
Borrower in writing of the commencement of any Indemnity Proceeding; provided,
however, that the failure to so notify the Borrower shall not relieve the
Borrower from any liability that it may have to such Indemnified Party pursuant
to this Section 12.9.


 


(c)                                  This indemnification shall apply to any
Indemnity Proceeding arising during the pendency of any bankruptcy proceeding
filed by or against the Parent, the Borrower and/or any Subsidiary.


 


(d)                                 All out-of-pocket fees and expenses of,
and all amounts paid to third-persons by, an Indemnified Party shall be
advanced by the Borrower at the request of such Indemnified Party
notwithstanding any claim or assertion by the Borrower that such Indemnified
Party is not entitled to indemnification hereunder, upon receipt of an
undertaking by such Indemnified Party that such Indemnified Party will
reimburse the Borrower if it is actually and finally determined by a court of
competent jurisdiction that such Indemnified Party is not so entitled to
indemnification hereunder.


 


(e)                                  An Indemnified Party may conduct its own
investigation and defense of, and may formulate its own strategy with respect
to, any Indemnity Proceeding covered by this Section and, as provided
above, all Indemnified Costs incurred by such Indemnified Party shall be
reimbursed by the Borrower. No action taken by legal counsel chosen by an
Indemnified Party in investigating or defending against any such Indemnity
Proceeding shall vitiate or in any way impair the obligations and duties of the
Borrower hereunder to indemnify and hold harmless each


 


92

















 


such Indemnified Party;
provided, however, that if (i) the Borrower is required to indemnify an
Indemnified Party pursuant hereto and (ii) the Borrower has provided
evidence reasonably satisfactory to such Indemnified Party that the Borrower
has the financial wherewithal to reimburse such Indemnified Party for any
amount paid by such Indemnified Party with respect to such Indemnity Proceeding,
such Indemnified Party shall not settle or compromise any such Indemnity
Proceeding without the prior written consent of the Borrower (which consent
shall not be unreasonably withheld or delayed). Notwithstanding the foregoing,
an Indemnified Party may settle or compromise any such Indemnity Proceeding
without the prior written consent of the Borrower where (x) no monetary
relief is sought against such Indemnified Party in such Indemnity Proceeding or
(y) there is an allegation of a violation of law by such Indemnified
Party.


 


(f)                                    If and to the extent that the obligations
of the Borrower under this Section are unenforceable for any reason, the
Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under Applicable Law.


 


(g)                                 The Borrower’s obligations under this Section shall
survive any termination of this Agreement and the other Loan Documents and the
payment in full in cash of the Obligations, and are in addition to, and not in
substitution of, any other of their obligations set forth in this Agreement or
any other Loan Document to which it is a party.


 


Section 12.10. Termination; Survival.


 


At
such time as (a) all of the Commitments have been terminated, (b) all
Letters of Credit have terminated, (c) none of the Lenders nor the
Swingline Lender is obligated any longer under this Agreement to make any Loans
and (d) all Obligations (other than obligations which survive as provided
in the following sentence) have been paid and satisfied in full, this Agreement
shall terminate. The indemnities to which the Agent, the Lenders and the
Swingline Lender are entitled under the provisions of Sections 3.12.,
4.1., 4.4., 11.7., 12.2. and 12.9. and any other provision of this Agreement and
the other Loan Documents, and the provisions of Section 12.4., shall
continue in full force and effect and shall protect the Agent, the Lenders and
the Swingline Lender (i) notwithstanding any termination of this
Agreement, or of the other Loan Documents, against events arising before such
termination as well as, in the case of Sections 11.7., 12.4. and 12.9., after
such termination and (ii) at all times after any such party ceases to be a
party to this Agreement with respect to all matters and events existing on or
prior to the date such party ceased to be a party to this Agreement.


 


Section 12.11. Severability of Provisions.


 


Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


93

















 


Section 12.12. GOVERNING LAW.


 


THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.


 


Section 12.13. Counterparts.


 


This
Agreement and any amendments, waivers, consents or supplements may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original,
but all of which counterparts together shall constitute but one and the same
instrument.


 


Section 12.14. Obligations with Respect to Loan
Parties.


 


The
obligations of the Parent and the Borrower to direct or prohibit the taking of
certain actions by the other Loan Parties as specified herein shall be absolute
and not subject to any defense the Parent or the Borrower may have that the
Parent or the Borrower does not control such Loan Parties.


 


Section 12.15. Limitation of Liability.


 


Neither
the Agent nor any Lender, nor any affiliate, officer, director, employee,
attorney, or agent of the Agent or any Lender shall have any liability with
respect to, and the Parent and the Borrower hereby waives, releases, and agrees
not to sue any of them upon, any claim for any special, indirect, incidental,
or consequential damages suffered or incurred by the Parent or the Borrower in
connection with, arising out of, or in any way related to, this Agreement or
any of the other Loan Documents, or any of the transactions contemplated by
this Agreement or any of the other Loan Documents. Each of the Parent and the
Borrower hereby waives, releases, and agrees not to sue the Agent or any Lender
or any of the Agent’s or any Lender’s affiliates, officers, directors, employees,
attorneys, or agents for punitive damages in respect of any claim in connection
with, arising out of, or in any way related to, this Agreement or any of the
other Loan Documents, or any of the transactions contemplated by this Agreement
or financed hereby.


 


Section 12.16. Entire Agreement.


 


This
Agreement, the Notes, and the other Loan Documents referred to herein embody
the final, entire agreement among the parties hereto and supersede any and all
prior commitments, agreements, representations, and understandings, whether
written or oral, relating to the subject matter hereof and thereof and may not
be contradicted or varied by evidence of prior, contemporaneous, or subsequent
oral agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto.


 


Section 12.17. Construction.


 


The
Agent, the Borrower, the Parent and each Lender acknowledge that each of them
has had the benefit of legal counsel of its own choice and has been afforded an
opportunity to review


 


94

















 


this Agreement and the
other Loan Documents with its legal counsel and that this Agreement and the
other Loan Documents shall be construed as if jointly drafted by the Agent, the
Borrower, the Parent and each Lender.


 


Section 12.18. Patriot Act.


 


The
Lenders and the Agent each hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender
or the Agent, as applicable, to identify the Borrower in accordance with such
Act.


 


Section 12.19. No Novation.


 


THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT
SOLELY TO AMEND AND RESTATE THE TERMS OF THE EXISTING CREDIT AGREEMENT. THE
PARTIES DO NOT INTEND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO
BE, AND THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT BE
CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER
UNDER OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT). THE AMENDMENT AND
RESTATEMENT OF THE EXISTING CREDIT AGREEMENT EFFECTED BY THIS AGREEMENT SHALL
HAVE PROSPECTIVE APPLICATION ONLY.


 


[Signatures on Following Pages]


 


95
















 


IN WITNESS WHEREOF, the parties hereto have caused
this Second Amended and Restated Credit Agreement to be executed by their
authorized officers all as of the day and year first above written.


 


 


	
  

  	
  CORPORATE OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Corporate Office Properties Trust, its

  
	
   

  	
   

  	
  sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen E. Riffee

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stephen E. Riffee

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CORPORATE OFFICE PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen E. Riffee

  	
   

  
	
   

  	
   

  	
  Name: Stephen E. Riffee

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 


[Signatures
Continued Next Page]


 

















 


[Signature
Page to Second Amended and Restated Credit Agreement with Corporate Office
Properties, L.P.]


 


	
  

  	
  KEYBANK NATIONAL ASSOCIATION, as Agent, as a

  Lender and as Swingline Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Scott

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Scott

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amit Khimji

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Amit Khimji

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Mokelke

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark A. Mokelke

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF PENNNSYLVANIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kellie Anderson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kellie Anderson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANUFACTURERS AND TRADERS TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew Lind

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew Lind

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy B. Richards

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nancy B. Richard

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
							



 

















 


	
  

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy P. Gleeson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy P. Gleeson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONS BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kerri Raines

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kerri Raines

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam Sheets

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Adam Sheets

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edmond K. Delany

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edmond K. Delany

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHEVY CHASE BANK, F.S.B.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dory Halati

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dory Halati

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
									



 

















 


SCHEDULE I


 


Commitments


 


	
  Lender

  	
   

  	
  Revolving Commitment

  	
   

  
	
  KeyBank National
  Association

  	
   

  	
  $

  	
  100,000,000

  	
   

  
	
  Wachovia Bank,
  National Association

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Manufacturers
  and Traders Trust Company

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Citizens Bank of
  Pennsylvania

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  PNC Bank,
  National Association

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  Regions Bank

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  Comerica Bank

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Union Bank of
  California, N.A.

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Chevy Chase
  Bank, F.S.B.

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  600,000,000

  	
   

  



 
















 


SCHEDULE
1.1(A)


 


List
of Loan Parties


 


	
  Name

  	
   

  	
  Jurisdiction of Formation

  	
   

  	
  Jurisdictions of Foreign

  Qualification

  
	
  Borrower

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Office Properties, L.P.

  	
   

  	
  Delaware

  	
   

  	
  Maryland, New Jersey Pennsylvania, and Virginia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parent

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Office Properties Trust

  	
   

  	
  Maryland

  	
   

  	
  Pennsylvania

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Material
  Subsidiaries

  	
   

  	
   

  	
   

  	
   

  
	
  Blue Bell Investment Company, L.P.

  	
   

  	
  Delaware

  	
   

  	
  Pennsylvania

  
	
  NBP 220, LLC

  	
   

  	
  Maryland

  	
   

  	
  N/A

  



 

















 


Schedule 6.1(b) Part 1


Ownership Structure
- All Subsidiaries


Current  as of September 19, 2007


 


	
  Name

  	
   

  	
  Jurisdiction

  	
   

  	
  Person Holding an Equity Interest

  	
   

  	
  Nature of Interests

  Held

  	
   

  	
  Percentage

  Ownership

  	
   

  	
  Excluded

  or

  Material

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Trusts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&M Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Sole Shareholder &
  Trustee

  	
   

  	
  100

  	
  %

  	
   

  
	
  37 Allegheny Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Sole Shareholder &
  Trustee

  	
   

  	
  100

  	
  %

  	
   

  
	
  2500 Riva Trust

  	
   

  	
  Maryland

  	
   

  	
  Riva Trustee. LLC

  	
   

  	
  Sole Trustee

  	
   

  	
  100

  	
  %

  	
   

  
	
  8027 Corporate Drive
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  8029 Corporate Drive
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  10521 Red Run Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Allegheny Parking Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Babcock Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Campbell Boulevard I
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Campbell Boulevard II
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Campbell Building Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties,
  L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Campbell Corporate Center
  I-2 Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Place I Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Place III
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Place IV Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Franklin Ridge No. 1
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Franklin Ridge No. 2
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Franklin Ridge No. 3
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Franklin Ridge No. 4
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Franklin Ridge V Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Franklin Ridge Open Space
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Lot 401 Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  McLean Ridge I Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  McLean Ridge II Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  McLean Ridge III Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  McLean Ridge IV Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  McLean Ridge V Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Nottingham Ridge I Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Nottingham Ridge II Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Nottingham Ridge III
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Nottingham Ridge
  No. 20 Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Nottingham Ridge
  No. 30 Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Philadelphia Road Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Ridgely’s Choice Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Royston Building Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tyler Ridge I Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Tyler Ridge Limited
  Partnership

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tyler Ridge II Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tyler Ridge II A Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tyler Ridge II Improvements
  Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tyler Ridge III Business
  Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tyler Ridge III
  Improvements Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tyler Ridge Water
  Management Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  White Marsh Business Center
  2 Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business
  Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  White Marsh Commerce Center
  I Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  



 


1

















 


	
  Name

  	
   

  	
  Jurisdiction

  	
   

  	
  Person Holding an Equity Interest

  	
   

  	
  Nature of Interests

  Held

  	
   

  	
  Percentage

  Ownership

  	
   

  	
  Excluded

  or

  Material

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  White Marsh Commerce Center II Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  White Marsh Hi-Tech 1 Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  While Marsh Hi-Tech 2 Business Trust

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Shareholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Limited & General Partnerships

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Blue Bell Investment Company. L.P.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties Holdings, Inc.

  	
   

  	
  General Partner

  	
   

  	
  0.10

  	
  %

  	
  Material

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99.99

  	
  %

  	
   

  
	
  Centerpointe Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  COPT Hunt Valley GP, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  Colgatedrive Associates, L.P.

  	
   

  	
  Pennsylvania

  	
   

  	
  COPT Colgate General, LLC.

  	
   

  	
  General Partner

  	
   

  	
  0.10

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99.99

  	
  %

  	
   

  
	
  Corporate Center I Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Limited Partner

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Center I, LLC

  	
   

  	
  General Partner

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Office Properties, L.P.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties Trust

  	
   

  	
  General Partner

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  See partnership documents

  	
   

  	
  Limited Partners

  	
   

  	
   

  	
   

  	
   

  
	
  COPT Gateway. L.P.

  	
   

  	
  DE

  	
   

  	
  Corporate Office Properties Holdings. Inc.

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  COPT Pennlyn. L.P.

  	
   

  	
  PA

  	
   

  	
  Corporate Office Properties Holdings, Inc.

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  COPT San Antonio. L.P.

  	
   

  	
  Texas

  	
   

  	
  COPT San Antonio General, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  Honeygo Limited Partnership I, LLLP

  	
   

  	
  Maryland

  	
   

  	
  Professional Center I, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  Honeygo Limited Partnership II, LLLP

  	
   

  	
  Maryland

  	
   

  	
  White Marsh Professional Center II, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  Honeygo Limited Partnership III, LLLP

  	
   

  	
  Maryland

  	
   

  	
  Professional Center III. LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  Hunt Valley 75 Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  COPT Hunt Valley GP, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  Nottingham Associates Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  Nottingham Center, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Limited Partner

  	
   

  	
  55.3

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  43.7

  	
  %

  	
   

  
	
  Rutherford 2 Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  COPT General. LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  Sandpiper Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  General Partner

  	
   

  	
  40

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  60

  	
  %

  	
   

  
	
  South Brunswick Investors, L.P.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties Holdings Inc.

  	
   

  	
  General Partner

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tyler Ridqe Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  Tyler Ridge 1, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  White Marsh Business Center Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  White Marsh Business Center, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  White Marsh Health Center Limited Partnership, LLLP

  	
   

  	
  Maryland

  	
   

  	
  Sandpiper Limited Partnership

  	
   

  	
  General Partner

  	
   

  	
  72.50

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W & M Business Trust

  	
   

  	
  Limited Partner

  	
   

  	
  27.50

  	
  %

  	
   

  
	
  201 International Associales Limited Partnership

  	
   

  	
  Maryland

  	
   

  	
  COPT Hunt Valley GP, LLC

  	
   

  	
  General Partner

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99

  	
  %

  	
   

  
	
  Corporations

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Office Management, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  sole stockholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Office Properties Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties Trust

  	
   

  	
  sole stockholder

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Acquisitions, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties Trust

  	
   

  	
  sole stockholder

  	
   

  	
  100

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited Liability Companies

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ASI, LLC

  	
   

  	
  Maryland

  	
   

  	
  Airport Square Holdings I, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Aerolech Manager. LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  70

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Airport Square Partners, LLC

  	
   

  	
  Member

  	
   

  	
  30

  	
  %

  	
   

  
	
  Airport Square II, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square IV, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square V, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square X, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square XI, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square XIII, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square XIV, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square XV, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square XIX, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square XX, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Sauare XXI, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square XXII, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square Holdings I, LLC

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square Holdings VI and VII, LLC

  	
   

  	
  Delaware

  	
   

  	
  Airport Square Partners, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square Partners, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Airport Square Storms, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Ambassador Center, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Atrium Building, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Clarks Hundred, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P,

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Clarks Hundred II, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Columbia Equity Finance, LLC

  	
   

  	
  Maryland

  	
   

  	
  Rivers Center III Investors, LLC

  	
   

  	
  Member

  	
   

  	
  25

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Woods Investors, LLC

  	
   

  	
  Member

  	
   

  	
  75

  	
  %

  	
   

  
	
  Columbia Gateway S-28, LLC.

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Commons Office Research, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Commons Office 6-B, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Concourse 1304, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  



 


2






 












 


	
  Name

  	
   

  	
  Jurisdiction

  	
   

  	
  Person Holding an Equity Interest

  	
   

  	
  Nature of Interests

  Held

  	
   

  	
  Percentage

  Ownership

  	
   

  	
  Excluded

  or

  Material

  
	
  COPT Aberdeen, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Aerotech, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  99.5

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Aerotech Manager

  	
   

  	
  Member

  	
   

  	
  0.5

  	
  %

  	
   

  
	
  COPT Arundel Preserve, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Baltimore County I, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Baltimore County II, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Chantilly, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Chantilly II, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Colgate General, LLC

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  99.99

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties Holdings, Inc.

  	
   

  	
  Member

  	
   

  	
  0.01

  	
  %

  	
   

  
	
  COPT Concourse, LLC

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Dahlgren, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Dahlgren I, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties Holdings, Inc.

  	
   

  	
  Member

  	
   

  	
  0.1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  99.99

  	
  %

  	
   

  
	
  COPT Dahlgren II, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Dahlgren IV, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties Holdings, Inc.

  	
   

  	
  Member

  	
   

  	
  1

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  99.99

  	
  %

  	
   

  
	
  COPT Dahlgren Land, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Development & Construction Services,
  LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Environmental Systems, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Gate 63, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Gate 6700-6708-6724, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT General, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Greens 1, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporele Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Greens II, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Greens III, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Hunl Valley GP, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Indian Head, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Interquest, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Interquest 111, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Interquest IV, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Montpelier, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  77

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, Trust

  	
   

  	
  Member

  	
   

  	
  23

  	
  %

  	
   

  
	
  COPT Newport, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  99.90

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties Holdings, Inc.

  	
   

  	
  Member

  	
   

  	
  0.10

  	
  %

  	
   

  
	
  COPT Newport C, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Newport D, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Northcreek, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  89.50

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Northcreek Manager, LLC

  	
   

  	
  Member

  	
   

  	
  0.50

  	
  %

  	
   

  
	
  COPT Park Meadow, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Parkstone, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Patriot Park I, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Patriot Park II, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Patriot Park at Galley, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Properly Management Services, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Princeton South, LLC

  	
   

  	
  New Jersey

  	
   

  	
  Corporals Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Renovation, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Richmond I, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Ridgeview I, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Ridgeview II & III, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Riverwood, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT San Antonio General, LLC

  	
   

  	
  Texas

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Southwest VA, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Sunrise, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Stonecroft, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT T-11, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Waterview I, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  COPT Waterview III, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Cornucopia Holdings, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Cornucopia Holdings II, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Center I, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Development Services, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Management, Inc.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Galespring, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Galespring II, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Office Services, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Paragon, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Management, Inc.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Place B Equity Affiliates, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Corporate Property, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Crown Point, L.L.C

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  99.99

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties Holdings, Inc.

  	
   

  	
  Member

  	
   

  	
  0.10

  	
  %

  	
   

  
	
  Delaware Airport III, LLC

  	
   

  	
  Delaware

  	
   

  	
  Airport Square Partners, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Delaware Airport VIII, LLC

  	
   

  	
  Delaware

  	
   

  	
  Airport Square Partners, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Delaware Airport IX, LLC

  	
   

  	
  Delaware

  	
   

  	
  Airport Square Partners, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Fifth Exploration, L.L.C

  	
   

  	
  Maryland

  	
   

  	
  Great Mills V, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Ft. Ritchie I, LLC

  	
   

  	
  Maryland

  	
   

  	
  Ft. Ritchie Holding, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Ft. Ritchie II, LLC

  	
   

  	
  Maryland

  	
   

  	
  Ft. Ritchie Holding, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Ft. Ritchie III, LLC

  	
   

  	
  Maryland

  	
   

  	
  Ft. Ritchie Holding, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Ft. Ritchie IV, LLC

  	
   

  	
  Maryland

  	
   

  	
  Ft. Ritchie Holding, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Ft. Ritchie Holding, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Fourth Exploration, L.L.C

  	
   

  	
  Maryland

  	
   

  	
  Great Mills V, L.L.C

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Gateway Crossing 95, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sols Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Gateway 44, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Gateway 67, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Gateway 70, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Gateway 70 Holdings, LLC

  	
   

  	
  Maryland

  	
   

  	
  Gateway 70, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Governors Court, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Governors Court 21, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Great Mills I, L.L.C

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  



 


3

















 


	
  Name

  	
   

  	
  Jurisdiction

  	
   

  	
  Person Holding an Equity Interest

  	
   

  	
  Nature of Interests

  Held

  	
   

  	
  Percentage

  Ownership

  	
   

  	
  Excluded

  or

  Material

  
	
  Great Mills II, LLC.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Solo Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Great Mills III, LLC.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Great Mills IV, LLC.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Great Mills V, LLC.

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Honeygo Run Holdings, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Honeyland 108, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Jolly COPT I, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Jolly COPT II, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  M Square NOAA, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  MOR Forbes, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  80

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, Trust

  	
   

  	
  Member

  	
   

  	
  20

  	
  %

  	
   

  
	
  NBP One, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP Huff & Puff, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP Lot 3-A, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP Retail, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 131-133-141, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 132, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L. P,

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 134, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 135, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 140, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 191, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 201, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 201 Holdings, LLC

  	
   

  	
  Maryland

  	
   

  	
  NBP 201, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 211,LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 211 Holdings, LLC

  	
   

  	
  Maryland

  	
   

  	
  NBP 211, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 220,LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
  Material

  
	
  NBP 220 Holdings, LLC

  	
   

  	
  Maryland

  	
   

  	
  NBP 220, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 221,LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 302, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 304,LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 306, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 318,LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 320,LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  NBP 322, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Northcreek Manager, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Nottingham Center, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Park Circle Equities, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sols Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Patriot Park, L.L.C.

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Pecan Court, L.L.C.

  	
   

  	
  Maryland

  	
   

  	
  Great Mills II, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Philadelphia Road Operating Company, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Professional Center I, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Professional Center III, LLC

  	
   

  	
  Maryland

  	
   

  	
  W &  M
  Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Red Cedar Building, LLC

  	
   

  	
  Maryland

  	
   

  	
  Great Mills I, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  RIVA Trustee, LLC

  	
   

  	
  Maryland

  	
   

  	
  MOR Forbes, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Rivers Center III Investors, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Riverwood Business Center Equity Affiliates, LLC

  	
   

  	
  Maryland

  	
   

  	
  W &  M
  Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Rockville Corporate Center, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Route 46 Partners, LL.C.

  	
   

  	
  New Jersey

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Schilling 216 Investors, LLC

  	
   

  	
  Maryland

  	
   

  	
  W &  M
  Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Schilling Center Equities, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Sterling York, LLC

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tech Park I, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tech Park Il, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Tech Park IV, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Third Exploration, LLC

  	
   

  	
  Maryland

  	
   

  	
  Great Mills III, L.L.C.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  TRC Pinnacle Towers, LLC

  	
   

  	
  Virginia

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  TylerRidge l, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  White Marsh Business Center, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  White Marsh Professional Center II, LLC

  	
   

  	
  Maryland

  	
   

  	
  W & M Business Trust

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  Woods Investors, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  WMBC 13A Investment Company, LLC

  	
   

  	
  Maryland

  	
   

  	
  Tyler Ridge Limited Partnership

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  67 Financing LLC

  	
   

  	
  Maryland

  	
   

  	
  Gateway 87, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  110 Thomas Johnson, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  134, LLC

  	
   

  	
  Maryland

  	
   

  	
  NBP 134, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  220 Schilling Circle, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  304 Sentinel, LLC

  	
   

  	
  Maryland

  	
   

  	
  NBP 304, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  800 International, LLC

  	
   

  	
  Maryland

  	
   

  	
  Tech Park IV, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  849 International, LLC

  	
   

  	
  Maryland

  	
   

  	
  Airport Square XXI, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  881 Elkridge Landing, LLC

  	
   

  	
  Maryland

  	
   

  	
  Airport Square X, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  900 International, LLC

  	
   

  	
  Maryland

  	
   

  	
  Tech Park II, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  930 International, LLC

  	
   

  	
  Maryland

  	
   

  	
  Tech Park I, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  999 Corporate, LLC

  	
   

  	
  Maryland

  	
   

  	
  Airport Square XV, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  1099 Winterson, LLC

  	
   

  	
  Maryland

  	
   

  	
  Airport Square XIX, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  1190 Winterson, LLC

  	
   

  	
  Maryland

  	
   

  	
  Airport Square XIV, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  1199 Winterson, LLC

  	
   

  	
  Maryland

  	
   

  	
  Airport Square XX, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  1362 Mellon, LLC

  	
   

  	
  Maryland

  	
   

  	
  Commons Office 6-8, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  1460 Dorsey Road, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  2691 Technology, LLC

  	
   

  	
  Maryland

  	
   

  	
  NBP 191, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  2900 Lord Baltimore Drive, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  6700 Alexander Bell, LLC

  	
   

  	
  Maryland

  	
   

  	
  COPT Gate 6700-6708-6724, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  6711 Gateway, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  6711 Gateway Funding, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  99

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties, Trust

  	
   

  	
  Member

  	
   

  	
  1

  	
  %

  	
   

  
	
  6721 Gateway, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  6731 Gateway, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  6741 Gateway, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  6940 CGD, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Gatespring II, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7000 CG, LLC

  	
   

  	
  Maryland

  	
   

  	
  7000  Honeys, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  



 


4

















 


	
  Name

  	
   

  	
  Jurisdiction

  	
   

  	
  Person Holding an Equity Interest

  	
   

  	
  Nature of Interests

  Held

  	
   

  	
  Percentage

  Ownership

  	
   

  	
  Excluded

  or

  Material

  
	
  7000 Honeys, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, LP.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7015 Albert Einstein Drive,
  LL. C.

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties,
  L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7130 Columbia Gateway, LLC

  	
   

  	
  Maryland

  	
   

  	
  Gateway Crossing 85, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7200 Riverwood, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7210 Ambassador Road, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7240 Parkway Drive
  Enterprises, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties,
  L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7253 Ambassador Road, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7318 Parkway Drive
  Enterprises, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, L.P.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7320 Parkway Drive
  Enterprises, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties,
  LP.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7320 PD, LLC

  	
   

  	
  Maryland

  	
   

  	
  7320 Parkway Drive
  Enterprises, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  8621 RFD, LLC

  	
   

  	
  Maryland

  	
   

  	
  Gateway 70, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  8661 RFD, LLC

  	
   

  	
  Maryland

  	
   

  	
  Gateway 67, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  9020 Mendenhall, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties,
  LP.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  9690 Deereco Road, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, LP.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  9965 Federal Drive, LLC

  	
   

  	
  Colorado

  	
   

  	
  Corporate Office
  Properties, LP.

  	
   

  	
  Member

  	
   

  	
  99

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Corporate Office Properties
  Holdings, Inc.

  	
   

  	
  Member

  	
   

  	
  1

  	
  %

  	
   

  
	
  11011 McCormick Road, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office
  Properties, LP.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  11101 McCormick Road, LLC

  	
   

  	
  Maryland

  	
   

  	
  Corporals Office
  Properties, LP.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  11800 Tech Road LLC

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties,
  LP.

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  



 


5






 












 


Schedule 6.1(b) Part 2


Ownership Structure - Joint Ventures


Current as of September 19, 2007


 


	
  Name

  	
   

  	
  Jurisdiction

  	
   

  	
  Person Holding an Equity Interest

  	
   

  	
  Nature of Interests

  Held

  	
   

  	
  Percentage

  Ownership

  	
   

  	
  Excluded

  or

  Material

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Gateway, L.P.

  	
   

  	
  Delaware

  	
   

  	
  Harrisburg Investors General Partner, LLC

  	
   

  	
  General Partner

  	
   

  	
  0.10

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  COPT Gateway, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  99.90

  	
  %

  	
   

  
	
  Harrisburg Corporate
  Gateway Partners, L.P. (JV)

  	
   

  	
  Delaware

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Limited Partner

  	
   

  	
  20.12

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Harrisburg Investors, L.P

  	
   

  	
  Limited Partner

  	
   

  	
  79.78

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Harrisburg Investors I, LLC

  	
   

  	
  General Partner

  	
   

  	
  0.1

  	
  %

  	
   

  
	
  Arundel Preserve #5, LLC
  (JV)

  	
   

  	
  Maryland

  	
   

  	
  COPT Arundel Preserve, LLC

  	
   

  	
  Member

  	
   

  	
  50

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kirk Property Limited Partnership

  	
   

  	
  Member

  	
   

  	
  50

  	
  %

  	
   

  
	
  COPT-FD Indian Head, LLC
  (JV)

  	
   

  	
  Maryland

  	
   

  	
  COPT Indian Head, LLC

  	
   

  	
  Member

  	
   

  	
  75

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Indian Head Business Park, LLC

  	
   

  	
  Member

  	
   

  	
  25

  	
  %

  	
   

  
	
  COPT Opportunity Invest
  I, LLC (JV)

  	
   

  	
  Maryland

  	
   

  	
  COPT Renovation, LLC

  	
   

  	
  Member

  	
   

  	
  92.5

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Opportunity Invest, LLC

  	
   

  	
  Member

  	
   

  	
  7.5

  	
  %

  	
   

  
	
  Enterprise Campus
  Developer, LLC (JV)

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  90

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Manekin Investments Associates 3, LLC

  	
   

  	
  Member

  	
   

  	
  10

  	
  %

  	
   

  
	
  MOR Forbes 2, LLC (JV)

  	
   

  	
  Maryland

  	
   

  	
  Corporate Office Properties, L.P.

  	
   

  	
  Member

  	
   

  	
  80

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Manekin Forbes LLLP

  	
   

  	
  Member

  	
   

  	
  20

  	
  %

  	
   

  
	
  Opportunity Invest
  Ventures, LLC (JV)

  	
   

  	
  Delaware

  	
   

  	
  COPT Opportunity Invest I, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  2900 Towerview Road, LLC
  (JV)

  	
   

  	
  Virginia

  	
   

  	
  COPT Opportunity Invest I, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  
	
  7468 Candlewood Road,
  LLC (JV)

  	
   

  	
  Maryland

  	
   

  	
  COPT Opportunity Invest I, LLC

  	
   

  	
  Sole Member

  	
   

  	
  100

  	
  %

  	
   

  



 


1

















 


Schedule 6.1(f) Part 1 - Title to
Properties

As Of August 31, 2007


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total Square Feet Under

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Total Operational

  	
   

  	
  Construction /

  	
   

  	
  Developable Square

  	
   

  	
  JV Interest Held

  
	
   

  	
   

  	
  Submarket

  	
   

  	
  Square Feet

  	
   

  	
  Redevelopment

  	
   

  	
  Feet

  	
   

  	
  by COPT

  
	
  Office Properties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baltimore /Washington
  Corridor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2730 Hercules Road

  	
   

  	
  BWI Airport

  	
   

  	
  240,336

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  304 Sentinel Drive (304
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  162,498

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  306 Sentinel Drive (306
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  157,896

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  302 Sentinel Drive (302
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
   

  	
   

  	
  157,146

  	
   

  	
   

  	
   

  	
   

  
	
  2720 Technology Drive (220
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  156,730

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2711 Technology Drive (211
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  152,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  320 Sentinel Drive (320
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
   

  	
   

  	
  125,681

  	
   

  	
   

  	
   

  	
   

  
	
  318 Sentinel Drive (318
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  125,681

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  322 Sentinel Drive (322
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  125,568

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  140 National Business
  Parkway

  	
   

  	
  BWI Airport

  	
   

  	
  119,904

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  132 National Business
  Parkway

  	
   

  	
  BWI Airport

  	
   

  	
  118,456

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2721 Technology Drive (221
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  118,093

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2701 Technology Drive (201
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  117,450

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2691 Technology Drive (191
  NBP)

  	
   

  	
  BWI Airport

  	
   

  	
  103,683

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  134 National Business Parkway

  	
   

  	
  BWI Airport

  	
   

  	
  93,482

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  135 National Business
  Parkway

  	
   

  	
  BWI Airport

  	
   

  	
  87,655

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  133 National Business
  Parkway

  	
   

  	
  BWI Airport

  	
   

  	
  87,401

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  141 National Business
  Parkway

  	
   

  	
  BWI Airport

  	
   

  	
  87,247

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  131 National Business
  Parkway

  	
   

  	
  BWI Airport

  	
   

  	
  69,039

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  114 National Business
  Parkway

  	
   

  	
  BWI Airport

  	
   

  	
  9,908

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2,133,027

  	
   

  	
  282,827

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1306 Concourse Drive

  	
   

  	
  BWI Airport

  	
   

  	
  114,046

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  870-880 Elkridge Landing
  Road

  	
   

  	
  BWI Airport

  	
   

  	
  105,151

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1304 Concourse Drive

  	
   

  	
  BWI Airport

  	
   

  	
  101,710

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  900 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  97,261

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1199 Winterson Road

  	
   

  	
  BWI Airport

  	
   

  	
  96,636

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  920 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  96,566

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1302 Concourse Drive

  	
   

  	
  BWI Airport

  	
   

  	
  84.406

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  881 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  73,572

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1099 Wintersoh Road

  	
   

  	
  BWI Airport

  	
   

  	
  70,569

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1190 Winterson Road

  	
   

  	
  BWI Airport

  	
   

  	
  69,127

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  849 International Drive

  	
   

  	
  BWI Airport

  	
   

  	
  68,758

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  911 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  68,296

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1201 Winterson Road

  	
   

  	
  BWI Airport

  	
   

  	
  67,903

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  999 Corporate Boulevard

  	
   

  	
  BWI Airport

  	
   

  	
  67.455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  891 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  58.454

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  901 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  57,593

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  930 International Drive

  	
   

  	
  BWI Airport

  	
   

  	
  57,409

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  800 International Drive

  	
   

  	
  BWI Airport

  	
   

  	
  57.379

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  900 International Drive

  	
   

  	
  BWI Airport

  	
   

  	
  57,140

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  921 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  54,175

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  940 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  53,941

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  939 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  53,031

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  938 Elkridge Landing Road

  	
   

  	
  BWI Airport

  	
   

  	
  52,988

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1,683,566

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7467 Ridge Road

  	
   

  	
  BWI Airport

  	
   

  	
  74,326

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7240 Parkway Drive

  	
   

  	
  BWI Airport

  	
   

  	
  73,970

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7272 Park Circle Drive

  	
   

  	
  BWI Airport

  	
   

  	
  59,397

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7318 Parkway Drive

  	
   

  	
  BWI Airport

  	
   

  	
  59,204

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7320 Parkway Drive

  	
   

  	
  BWI Airport

  	
   

  	
  58,453

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1340 Ashton Road

  	
   

  	
  BWI Airport

  	
   

  	
  46,400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1362 Mellon Road

  	
   

  	
  BWI Airport

  	
   

  	
   

  	
   

  	
  44,134

  	
   

  	
   

  	
   

  	
   

  
	
  1334 Ashton Road

  	
   

  	
  BWI Airport

  	
   

  	
  37,565

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1331 Ashton Road

  	
   

  	
  BWI Airport

  	
   

  	
  29,936

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1350 Dorsey Road

  	
   

  	
  BWI Airport

  	
   

  	
  19,992

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1344 Ashton Rood

  	
   

  	
  BWI Airport

  	
   

  	
  17,062

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1341 Ashton Road

  	
   

  	
  BWI Airport

  	
   

  	
  15,841

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1343 Ashton Road

  	
   

  	
  BWI Airport

  	
   

  	
  9,962

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1348 Ashton Road

  	
   

  	
  BWI Airport

  	
   

  	
  3,108

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  505,216

  	
   

  	
  44,134

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal (continued on next
  page)

  	
   

  	
   

  	
   

  	
  4,321,809

  	
   

  	
  326,961

  	
   

  	
   

  	
   

  	
   

  



 


1

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total Square Feet

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Total Operational Square

  	
   

  	
  Under Constraction
  /

  	
   

  	
  Developable Square

  	
   

  	
  JV Interest Held

  
	
   

  	
   

  	
  Submarket

  	
   

  	
  Feet

  	
   

  	
  Redevelopment

  	
   

  	
  Feet

  	
   

  	
  by COPT

  
	
  Office Properties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal (continued from
  prior page)

  	
   

  	
   

  	
   

  	
  4,321,809

  	
   

  	
  326,961

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5520 Research Park Drive
  (UMBC) (1)

  	
   

  	
  BWI Airport

  	
   

  	
   

  	
   

  	
  110,000

  	
   

  	
   

  	
   

  	
   

  
	
  5522 Research Park Drive
  (UMBC) (1)

  	
   

  	
  BWI Airport

  	
   

  	
   

  	
   

  	
  23,500

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  133,500

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2500 Riva Road

  	
   

  	
  Annapolis

  	
   

  	
  155,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Old Annapolis Road

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  150,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7125 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  611,379

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7000 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  145,806

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6711 Columbia Gateway Drive

  	
   

  	
  Haward Co. Perimeter

  	
   

  	
  89,559

  	
   

  	
  35,441

  	
   

  	
   

  	
   

  	
   

  
	
  6731 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  123,911

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6940 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  109,003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6950 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  107,778

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8621 Robert Fulton Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  86,032

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7067 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  82,953

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6750 Alexander Bell Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  78,460

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6700 Alexander Bell Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  74,859

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6740 Alexander Bell Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  63,480

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7015 Albert Einstein Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  61,203

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8671 Robert Fulton Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  56,350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6716 Alexander Bell Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  52,005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8661 Robert Fulton Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  49,307

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7130 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  46,840

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7142 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  45,951

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6708 Alexander Bell Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  39,203

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7065 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  38,560

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7138 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  38,225

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7063 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  36,936

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6760 Alexander Bell Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  36,440

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7150 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  35,812

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7061 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  29,910

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6724 Alexander Bell Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  28,420

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7134 Columbia Gateway Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  21,991

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2,190,373

  	
   

  	
  35,441

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7200 Riverwood Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  160.000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7160 Riverwood Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  62,084

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9140 Guilford Road

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  41,704

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7150 Riverwood Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  41,382

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9160 Guilford Road

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  37,034

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7170 Riverwood Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  29,162

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7175 Riverwood Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  26,500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9150 Guilford Road

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  18,592

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10280 Old Columbia Road

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  16,796

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10270 Old Columbia Road

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  16,686

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9130 Guilford Road

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  13,700

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10290 Old Columbia Road

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  10,890

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  474,530

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9720 Patuxent Woods Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  40,004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9740 Patuxent Woods Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  38,292

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9700 Patuxent Woods Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  31,261

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9730 Patuxent Woods Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  30,986

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9710 Patuxent Woods Drive

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  15,229

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  155,772

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9020 Mendenhall Court

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  49,259

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Baltimore/Washington Corrider

  	
   

  	
   

  	
   

  	
  7,496,743

  	
   

  	
  495,902

  	
   

  	
   

  	
   

  	
   

  



 


2
















 


	
   

  	
   

  	
  Submarket

  	
   

  	
  Total Operational Square

  Feet

  	
   

  	
  Total Square Feet Under

  Construction/

  Redevelopment

  	
   

  	
  Developable Square

  Feet

  	
   

  	
  JV Interest Held

  by COPT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  St. Mary’s & King
  George Counties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22309 Exploration Drive

  	
   

  	
  St. Mary’s County

  	
   

  	
  98,860

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22289 Exploration Drive

  	
   

  	
  St. Mary’s County

  	
   

  	
  61,059

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22299 Exploration Drive

  	
   

  	
  St. Mary’s County

  	
   

  	
  58,231

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32300 Exploration Drive

  	
   

  	
  St. Mary’s County

  	
   

  	
  44,830

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  262,980

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  46579 Expedition Drive

  	
   

  	
  St. Mary’s County

  	
   

  	
  61,156

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  46591 Expedition Drive

  	
   

  	
  St. Mary’s County

  	
   

  	
  60,029

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  121,185

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44425 Pecan Court

  	
   

  	
  St. Mary’s County

  	
   

  	
  59,055

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44408 Pecan Court

  	
   

  	
  St. Mary’s County

  	
   

  	
  50,532

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23535 Cottonwood Parkway

  	
   

  	
  St. Mary’s County

  	
   

  	
  46,656

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44417 Pecan Court

  	
   

  	
  St. Mary’s County

  	
   

  	
  29,053

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44414 Pecan Court

  	
   

  	
  St. Mary’s County

  	
   

  	
  25,444

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44420 Pecan Court

  	
   

  	
  St. Mary’s County

  	
   

  	
  25,200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  235,940

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16480 Commerce Drive

  	
   

  	
  King George
  County

  	
   

  	
  70,728

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16541 Commerce Drive

  	
   

  	
  King George
  County

  	
   

  	
  36,053

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16539 Commerce Drive

  	
   

  	
  King George
  County

  	
   

  	
  32,076

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16442 Commerce Drive

  	
   

  	
  King George
  County

  	
   

  	
  25,518

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16501 Commerce Drive

  	
   

  	
  King George
  County

  	
   

  	
  22,800

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16543 Commerce Drive

  	
   

  	
  King George
  County

  	
   

  	
  17,370

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  204,605

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total St. Mary’s & King George Counties

  	
   

  	
   

  	
   

  	
  824,710

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northern Virginia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15000 Conference Center
  Drive

  	
   

  	
  Dulles South

  	
   

  	
  470,406

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15010 Conference Center
  Drive

  	
   

  	
  Dulles South

  	
   

  	
  223,610

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15059 Conference Center
  Drive

  	
   

  	
  Dulles South

  	
   

  	
  145,192

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15049 Conference Center
  Drive

  	
   

  	
  Dulles South

  	
   

  	
  145,053

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14900 Conference Center
  Drive

  	
   

  	
  Dulles South

  	
   

  	
  127,115

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14280 Park Meadow Drive

  	
   

  	
  Dulles South

  	
   

  	
  114,126

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4851 Stonecroft Boulevard

  	
   

  	
  Dulles South

  	
   

  	
  88,094

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14850 Conference Center
  Drive

  	
   

  	
  Dulles South

  	
   

  	
  69,711

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14840 Conference Center
  Drive

  	
   

  	
  Dulles South

  	
   

  	
  69,710

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1,453,017

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13200 Woodland Park Road

  	
   

  	
  Herndon

  	
   

  	
  404,665

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13454 Sunrise Valley
  Road

  	
   

  	
  Herndon

  	
   

  	
  112,633

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13450 Sunrise Valley
  Road

  	
   

  	
  Herndon

  	
   

  	
  53,728

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  166,361

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1751 Pinnacle Drive

  	
   

  	
  Tysons Corner

  	
   

  	
  260,469

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1753 Pinnacle Drive

  	
   

  	
  Tysons Corner

  	
   

  	
  181,637

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  442,106

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Northern Virginia

  	
   

  	
   

  	
   

  	
  2,466,149

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


	
   

  	
   

  	
  Submarket

  	
   

  	
  Total Operational

  Square Feet

  	
   

  	
  Total Square Feet

  Under Construction/

  Redevelopment

  	
   

  	
  Developable Square

  Feet

  	
   

  	
  JV Interest Held

  by COPT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other Virginia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11751 Meadowville Lane

  	
   

  	
  Richmond Southwest

  	
   

  	
  193,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  201 Technology Park Drive (l)

  	
   

  	
  Southwest Virginia

  	
   

  	
   

  	
   

  	
  102,842

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Other Virginia

  	
   

  	
   

  	
   

  	
  193,000

  	
   

  	
  102,842

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater Philadelphia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  753 Jolly Road

  	
   

  	
  Blue Bell

  	
   

  	
  419,472

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  785 Jolly Road

  	
   

  	
  Blue Bell

  	
   

  	
  219,065

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  760 Jolly Rood

  	
   

  	
  Blue Bell

  	
   

  	
  208,854

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  751 Jolly Road

  	
   

  	
  Blue Bell

  	
   

  	
  112,958

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Greater Philadelphia

  	
   

  	
   

  	
   

  	
  960,349

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northern/Central New Jersey

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  431 Ridge Road

  	
   

  	
  Exit 8A - Cranbury

  	
   

  	
  171,200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  429 Ridge Road

  	
   

  	
  Exit 8A - Cranbury

  	
   

  	
  142,385

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  437 Ridge Road

  	
   

  	
  Exit 8A - Cranbury

  	
   

  	
  30,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  343,585

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  47 Commerce

  	
   

  	
  Exit 8A - Cranbury

  	
   

  	
  41,398

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Northern/Central New Jersey

  	
   

  	
   

  	
   

  	
  384,983

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Antonio, Texas

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8611 Military Drive

  	
   

  	
  San Antonio

  	
   

  	
  468,994

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  San Antonio, Texas

  	
   

  	
   

  	
   

  	
  468,994

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Colorado Springs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  655 Space Center Drive

  	
   

  	
  Colorado Springs East

  	
   

  	
   

  	
   

  	
  103,900

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  985 Space .Center Drive

  	
   

  	
  Colorado Springs East

  	
   

  	
  102,717

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  745 Space Center Drive

  	
   

  	
  Colorado Springs East

  	
   

  	
  50,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  980 Technology Court

  	
   

  	
  Colorado Springs East

  	
   

  	
  33,190

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  185,907

  	
   

  	
  103,900

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1055 North Newport Road

  	
   

  	
  Colorado Springs East

  	
   

  	
   

  	
   

  	
  59,763

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1670 North Newport Rood

  	
   

  	
  Colorado Springs East

  	
   

  	
  67,500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1915 Aerotech Drive

  	
   

  	
  Colorado Springs East

  	
   

  	
  37,946

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I925 Aerotech Drive

  	
   

  	
  Colorado Springs East

  	
   

  	
  37,946

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  143,392

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9950 Federal Drive

  	
   

  	
  1-25 North Corridor

  	
   

  	
  66,222

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9965 Federal Drive

  	
   

  	
  1-25 North Corridor

  	
   

  	
  41,120

  	
   

  	
  33,629

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9960 Federal Drive

  	
   

  	
  1-25 North Corridor

  	
   

  	
  46,948

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  154,290

  	
   

  	
  33,629

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5775 Mark Dubling Boulevard

  	
   

  	
  Colorado Springs Northwest

  	
   

  	
  109,678

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5725 Mark Dubling Boulevard

  	
   

  	
  Colorado Springs Northwest

  	
   

  	
  108,976

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5755 Mark Dubling Boulevard

  	
   

  	
  Colorado Springs Northwest

  	
   

  	
  105,788

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  324,442

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Colorado Springs

  	
   

  	
   

  	
   

  	
  808,031

  	
   

  	
  197,292

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


Schedule 6.1(f) Part I - Title to Properties


As of August 31, 2007


 


	
   

  	
   

  	
  Submarket

  	
   

  	
  Total

  Operational

  Square Feet

  	
   

  	
  Total Square Feet

  Under

  Construction /

  Redevelopment

  	
   

  	
  Developable Square

  Feet

  	
   

  	
  JV Interest Held
  by

  COPT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Suburban Maryland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11800 Tech Road

  	
   

  	
  North Silver Spring

  	
   

  	
  235,954

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  400 Professional Drive

  	
   

  	
  Gaithersburg

  	
   

  	
  129,311

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  110 Thomas Johnson Drive

  	
   

  	
  Frederick

  	
   

  	
  117,803

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  45 West Gude Drive

  	
   

  	
  Rockville

  	
   

  	
  108,588

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15 West Gude Drive

  	
   

  	
  Rockville

  	
   

  	
  106,928

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  215,516

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Suburban Maryland

  	
   

  	
   

  	
   

  	
  698,584

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Suburban Baltimore

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11311 McCormick Road

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  212,856

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  200 International Circle

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  128,653

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  226 Schilling Circle

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  98,640

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  201 International Circle

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  78,634

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11011 McCormick Road

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  56,512

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  216 Schilling Circle

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  36,003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  222 Schilling Circle

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  28,003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  224 Schilling Circle

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  27,372

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11101 McCormick Road

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  24,232

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  690,910

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10150 York Road

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  178,286

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9690 Deereco Road

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  134,175

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  375 West Padonia Road

  	
   

  	
  Hunt Valley/Rte 83 Corridor

  	
   

  	
  110,328

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  422,789

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7210 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  83,435

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7152 Windsor Boulevard

  	
   

  	
  Baltimore County Westside

  	
   

  	
  57,855

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21 Governor’s Court

  	
   

  	
  Baltimore County Westside

  	
   

  	
  56,063

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7125 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  50,488

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7253 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  38,930

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7104 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  29,457

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17 Governor’s Court

  	
   

  	
  Baltimore County Westside

  	
   

  	
  14,701

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15 Governor’s Court

  	
   

  	
  Baltimore County Westside

  	
   

  	
  14,568

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7127 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  11,144

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7129 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  11,075

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7108 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  9,018

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7102 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  8.379

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7106 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  8,820

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7131 Ambassador Road

  	
   

  	
  Baltimore County Westside

  	
   

  	
  7,453

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  401,886

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  502 Washington Avenue

  	
   

  	
  Towson

  	
   

  	
  91,188

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  102 West Pennsylvania Avenue

  	
   

  	
  Towson

  	
   

  	
  49,497

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  100 West Pennsylvania Avenue

  	
   

  	
  Towson

  	
   

  	
  18,451

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  109-111 Allegheny Avenue

  	
   

  	
  Towson

  	
   

  	
  18,431

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  177,567

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal
  (continued on next page)

  	
   

  	
   

  	
   

  	
  1,693,152

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


5






 


 












 


	
   

  	
   

  	
  Submarket

  	
   

  	
  Total Operational

  Square Feet

  	
   

  	
  Total Square Feet

  Under Construction/

  Redevelopment

  	
   

  	
  Developable

  Square Feet

  	
   

  	
  JV Interest Held

  by COPT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal (Continued from
  prior page)

  	
   

  	
   

  	
   

  	
  1,693,152

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4940 Campbell Boulevard

  	
   

  	
  White Marsh

  	
   

  	
  49,813

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8140 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  75,687

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8110 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  75,687

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  151,374

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9910 Franklin Square
  Drive

  	
   

  	
  White Marsh

  	
   

  	
  56,271

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9920 Franklin Square Drive

  	
   

  	
  White Marsh

  	
   

  	
  44,566

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9930 Franklin Square
  Drive

  	
   

  	
  White Marsh

  	
   

  	
  39,750

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9900 Franklin Square
  Drive

  	
   

  	
  White Marsh

  	
   

  	
  33,912

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9940 Franklin Square
  Drive

  	
   

  	
  White Marsh

  	
   

  	
  33,134

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  207,633

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8020 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  51,600

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8094 Sandpiper Circle

  	
   

  	
  White Marsh

  	
   

  	
  50,812

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8098 Sandpiper Circle

  	
   

  	
  White Marsh

  	
   

  	
  47,680

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8010 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  39,351

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  189,443

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5325 Nottingham Ridge
  Road

  	
   

  	
  White Marsh

  	
   

  	
  37,322

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5355 Nottingham Ridge
  Road

  	
   

  	
  White Marsh

  	
   

  	
  36,981

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  74,303

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7941-7949 Corporate
  Drive

  	
   

  	
  White Marsh

  	
   

  	
  57,600

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8007 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  43,197

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8013 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  38,618

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8019 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  25,461

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8003 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  18,327

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8015 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  16,610

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8023 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  9,486

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  209,299

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5020 Campbell Boulevard

  	
   

  	
  White Marsh

  	
   

  	
  44,701

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5024 Campbell Boulevard

  	
   

  	
  White Marsh

  	
   

  	
  33,791

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5026 Campbell Boulevard

  	
   

  	
  White Marsh

  	
   

  	
  30,868

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5022 Campbell Boulevard

  	
   

  	
  White Marsh

  	
   

  	
  27,507

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  136,867

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1001 Franklin Square
  Drive

  	
   

  	
  White Marsh

  	
   

  	
  216,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8114 Sandpiper Circle

  	
   

  	
  White Marsh

  	
   

  	
  45,399

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4979 Mercantile Road

  	
   

  	
  White Marsh

  	
   

  	
  50,498

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4969 Mercantile Road

  	
   

  	
  White Marsh

  	
   

  	
  47,574

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  98,072

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7939 Honeygo Boulevard

  	
   

  	
  White Marsh

  	
   

  	
  28,081

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8133 Perry Hall
  Boulevard

  	
   

  	
  White Marsh

  	
   

  	
  27,803

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7923 Honeygo Boulevard

  	
   

  	
  White Marsh

  	
   

  	
  24,049

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  79,933

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8031 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  66,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10552 Philadelphia Road

  	
   

  	
  White Marsh

  	
   

  	
  56,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8015 Ridgely’s Choice
  Drive

  	
   

  	
  White Marsh

  	
   

  	
  37,797

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8029 Corporate Drive

  	
   

  	
  White Marsh

  	
   

  	
  25,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  184,797

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Suburban Baltimore

  	
   

  	
   

  	
   

  	
  3,336,085

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL PORTFOLIO

  	
   

  	
   

  	
   

  	
  17,637,628

  	
   

  	
  796,036

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Note: On September 7, 2007, we sold our interests
in the properties known as 7321 Parkway Drive in Linthicum, Maryland and 2 and 8
Centre Drive in Cranbury, New Jersy. These properties have been excluded from
this schedule.


 


6

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total Square Feet

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Under

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Total Operational

  	
   

  	
  Construction /

  	
   

  	
  Developable

  	
   

  	
  JV Interest Held

  	
   

  
	
   

  	
   

  	
  Submarket

  	
   

  	
  Square Feet

  	
   

  	
  Redevelopment

  	
   

  	
  Square Feet

  	
   

  	
  by COPT

  	
   

  
	
  Unconsolidated Joint Venture Properties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater Harrisburg

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2605 Interstate Drive

  	
   

  	
  East Shore

  	
   

  	
  79,456

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  2601 Market Place

  	
   

  	
  East Shore

  	
   

  	
  65,411

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  144,867

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6345 Flank Drive

  	
   

  	
  East Shore

  	
   

  	
  69,443

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  6340 Flank Drive

  	
   

  	
  East Shore

  	
   

  	
  68,200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  6400 Flank Drive

  	
   

  	
  East Shore

  	
   

  	
  52,439

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  6360 Flank Drive

  	
   

  	
  East Shore

  	
   

  	
  46,500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  6385 Flank Drive

  	
   

  	
  East Shore

  	
   

  	
  32,921

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  6380 Flank Drive

  	
   

  	
  East Shore

  	
   

  	
  32,668

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  6405 Flank Drive

  	
   

  	
  East Shore

  	
   

  	
  32,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  95 Shannon Road

  	
   

  	
  East Shore

  	
   

  	
  21,976

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  75 Shannon Road

  	
   

  	
  East Shore

  	
   

  	
  20,887

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  6375 Flank Drive

  	
   

  	
  East Shore

  	
   

  	
  19,783

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  85 Shannon Road

  	
   

  	
  East Shore

  	
   

  	
  12,863

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  409,680

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5035 Ritter Road

  	
   

  	
  West Shore

  	
   

  	
  56,556

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  5070 Ritter Road - Building A

  	
   

  	
  West Shore

  	
   

  	
  32,309

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
  5070 Ritter Road - Building B

  	
   

  	
  West Shore

  	
   

  	
  28,347

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  117,212

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Greater Harrisburg

  	
   

  	
   

  	
   

  	
  671,759

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Unconsolidated Joint Venture Properties

  	
   

  	
   

  	
   

  	
  671,759

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Joint Venture Properties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Suburban Maryland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4230 Forbes Boulevard

  	
   

  	
  Lanham

  	
   

  	
  55,866

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  50.0

  	
  %

  
	
  Indian Head, LLC

  	
   

  	
  Charles County

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  677,250

  	
   

  	
  75.0

  	
  %

  
	
  Total Suburban Maryland

  	
   

  	
   

  	
   

  	
  55,866

  	
   

  	
  —

  	
   

  	
  677,250

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baltimore/Washington Corridor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7468 Candlewood Road

  	
   

  	
  BWI Airport

  	
   

  	
   

  	
   

  	
  471,587

  	
   

  	
   

  	
   

  	
  92.5

  	
  %

  
	
  Total Baltimore/Washington Corridor

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  471,587

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northern
  Virginia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2900 Towerview Road and

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13849 Part Center Road

  	
   

  	
  Route 28 South

  	
   

  	
  78,171

  	
   

  	
  116,706

  	
   

  	
   

  	
   

  	
  92.5

  	
  %

  
	
  Total
  Northern Virginia

  	
   

  	
   

  	
   

  	
  78,171

  	
   

  	
  116,706

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Consolidated Joint Venture Properties

  	
   

  	
   

  	
   

  	
  134,037

  	
   

  	
  588,293

  	
   

  	
  677,250

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL
  PORTFOLIO

  	
   

  	
   

  	
   

  	
  805,796

  	
   

  	
  588,293

  	
   

  	
  677,250

  	
   

  	
   

  	
   

  



 


7

















 


Schedule 6.1(f) Part I - Title to Properties


As of August 31, 2007


 


	
   

  	
   

  	
   

  	
   

  	
  Developable

  	
   

  
	
   

  	
   

  	
  Submarket

  	
   

  	
  Square Feet

  	
   

  
	
  Redevelopment/Development

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gude Drive Land - Building
  I

  	
   

  	
  Rockville

  	
   

  	
  110,000

  	
   

  
	
  Gude Drive Land Parcel /
  Rockville Corporate Ctr. (Celera/Appelera)

  	
   

  	
  Rockville

  	
   

  	
  110,000

  	
   

  
	
  Gateway Exchange III (6721
  Columbia Gateway Drive)

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  131,550

  	
   

  
	
  Worldcom Land

  	
   

  	
  Dulles South

  	
   

  	
  674,200

  	
   

  
	
  Interquest Land

  	
   

  	
  1-25 North Corridor

  	
   

  	
  1,500,000

  	
   

  
	
  300 NBP

  	
   

  	
  BWI Airport

  	
   

  	
  190,000

  	
   

  
	
  316 NBP

  	
   

  	
  BWI Airport

  	
   

  	
  125,000

  	
   

  
	
  16442A Commerce Drive
  (Dahlgren)

  	
   

  	
  King George County

  	
   

  	
  50,000

  	
   

  
	
  308 NBP

  	
   

  	
  BWI Airport

  	
   

  	
  161,200

  	
   

  
	
  Corporate Place III

  	
   

  	
  White Marsh

  	
   

  	
  125,000

  	
   

  
	
  Corporate Place IV

  	
   

  	
  White Marsh

  	
   

  	
  125,000

  	
   

  
	
  Thomas Johnson Drive
  (Frederick - 6 acres)

  	
   

  	
  Frederick

  	
   

  	
  85,000

  	
   

  
	
  1460 Dorsey Road

  	
   

  	
  BWI Airport

  	
   

  	
  60,000

  	
   

  
	
  NBP Visitor Control Center

  	
   

  	
  BWI Airport

  	
   

  	
  20,000

  	
   

  
	
  Clarks Hundred (NBP Phase
  III)

  	
   

  	
  BWI Airport

  	
   

  	
  1,250,000

  	
   

  
	
  312 NBP

  	
   

  	
  BWI Airport

  	
   

  	
  125,000

  	
   

  
	
  Cedar Knolls

  	
   

  	
  BWI Airport

  	
   

  	
  320,000

  	
   

  
	
  Columbia Gateway (T-II)

  	
   

  	
  Howard Co, Perimeter

  	
   

  	
  220,000

  	
   

  
	
  6741 Columbia Gateway

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  10,000

  	
   

  
	
  Pork Center - Building I

  	
   

  	
  Dulles South

  	
   

  	
  160,000

  	
   

  
	
  Waterview III / Three
  Dulles Tower / Woodland Park

  	
   

  	
  Herndon

  	
   

  	
  225,000

  	
   

  
	
  Ft. Ritchie Land

  	
   

  	
  Cascade, MD

  	
   

  	
  1,700,000

  	
   

  
	
  Dahlgren Land Parcel

  	
   

  	
  King George County

  	
   

  	
  65,000

  	
   

  
	
  Westfields Corporate
  Center 19 acres / WTP3 St. Joe’s land

  	
   

  	
  Dulles South

  	
   

  	
  246,800

  	
   

  
	
  Blue Bell Corporate Center

  	
   

  	
  Blue Bell

  	
   

  	
  600,000

  	
   

  
	
  San Antonio - 27 acre land
  parcel

  	
   

  	
  San Antonio

  	
   

  	
  350,000

  	
   

  
	
  San Antonio - 31 acre land
  parcel

  	
   

  	
  San Antonio

  	
   

  	
  375,000

  	
   

  
	
  COPT Princeton South

  	
   

  	
  Exit 8A - Cranbury

  	
   

  	
  TBD

  	
   

  
	
  Expedition VII - (parcel #2)

  	
   

  	
  St. Mary’s County

  	
   

  	
  60,000

  	
   

  
	
  Fort Ritchie - General
  (Land)

  	
   

  	
  Cascade, MD

  	
   

  	
   

  	
  (1)

  
	
  Patriot Park (Colorado
  Springs) 52 acres 7/08/05

  	
   

  	
  Colorado Springs East

  	
   

  	
  860,000

  	
   

  
	
  Galley Road

  	
   

  	
  Rockville

  	
   

  	
  TBD

  	
   

  
	
  Aerotech 2

  	
   

  	
  Colorado Springs East

  	
   

  	
  90,000

  	
   

  
	
  9965 Federal Land Parcel

  	
   

  	
  1-25 North Corridor

  	
   

  	
  30,000

  	
   

  
	
  Clarks Hundred II

  	
   

  	
  BWI Airport

  	
   

  	
   

  	
  (2)

  
	
  White Marsh (Lot 401)

  	
   

  	
  White Marsh

  	
   

  	
  1,600,000

  	
   

  
	
  Nottingham Ridge

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  
	
  10521 Red Run Boulevard

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  
	
  White Marsh Com. Ctr. II

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  
	
  Campbell Blvd. & Franklin
  Square

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  
	
  Nottingham &
  Philadelphia Roads

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  
	
  Philadelphia
  Rd. & Route 43

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  
	
  7125 Columbia Gateway
  Drive (Land)

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  120,000

  	
   

  
	
  Riverwood I &. II (Land)

  	
   

  	
  Howard Co. Perimeter

  	
   

  	
  70,000

  	
   

  
	
   

  	
   

  	
  Total:

  	
   

  	
  11,753,750

  	
   

  



 






(1)
Included in total of 1.7 million s.f. of development


(2)
Included in total of 1.275 million s.f. of development,


(3)
Included in total of I.6MM s.f. of development.


 


8
















 


Schedule 6.1(f) Part II - Liens In Existence


As of August 31, 2007


 


	
  Loan

  	
   

  	
  Secured Property(ies)

  	
   

  
	
  TIAA
  (suburban office)

  	
   

  	
  2730
  Hercules Road

  	
   

  
	
   

  	
   

  	
  133
  National Business Parkway

  	
   

  
	
   

  	
   

  	
  131
  National Business Parkway

  	
   

  
	
   

  	
   

  	
  135
  National Business Parkway

  	
   

  
	
   

  	
   

  	
  141
  National Business Parkway

  	
   

  
	
   

  	
   

  	
  7240
  Parkway Drive

  	
   

  
	
   

  	
   

  	
  6950
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  46579
  Expedition Drive

  	
   

  
	
   

  	
   

  	
  22289
  Exploration Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IDS
  (9690 Decreco & Exploration
  IV)

  	
   

  	
  9690
  Decreco Road

  	
   

  
	
   

  	
   

  	
  22299
  Exploration Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  State
  Farm (132 / 221 NBP)

  	
   

  	
  132
  National Business Parkway

  	
   

  
	
   

  	
   

  	
  2721
  Technology Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Transoccidental
  (AEGON) — ABD

  	
   

  	
  6716
  Alexander Bell Drive

  	
   

  
	
   

  	
   

  	
  6740
  Alexander Bell Drive

  	
   

  
	
   

  	
   

  	
  6750
  Alexander Bell Drive

  	
   

  
	
   

  	
   

  	
  6760
  Alexander Bell Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Allstate
  — Commons / Parkway

  	
   

  	
  1331
  Ashton Road

  	
   

  
	
   

  	
   

  	
  1341
  Ashton Road

  	
   

  
	
   

  	
   

  	
  1338
  Ashton Road

  	
   

  
	
   

  	
   

  	
  1343
  Ashton Road

  	
   

  
	
   

  	
   

  	
  1344
  Ashton Road

  	
   

  
	
   

  	
   

  	
  1348
  Ashton Road

  	
   

  
	
   

  	
   

  	
  1350
  Dorsey Road

  	
   

  
	
   

  	
   

  	
  7467
  Ridge Road

  	
   

  
	
   

  	
   

  	
  7318
  Parkway Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AEGON
  — Concourse & AS

  	
   

  	
  1302
  Concourse Drive

  	
   

  
	
   

  	
   

  	
  1306
  Concourse Drive

  	
   

  
	
   

  	
   

  	
  891
  Elkridge Landing Road

  	
   

  
	
   

  	
   

  	
  901
  Elkridge Landing Road

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TIAA
  — 201/211 NBP

  	
   

  	
  2701
  Technology Drive

  	
   

  
	
   

  	
   

  	
  2711
  Technology Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  State
  Farm (Gateway 63/Rivers 95)

  	
   

  	
  7061
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  7063
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  7065
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  7067
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  9130
  Guilford Road

  	
   

  
	
   

  	
   

  	
  9140
  Guilford Road

  	
   

  
	
   

  	
   

  	
  9150
  Guilford Road

  	
   

  
	
   

  	
   

  	
  9160
  Guilford Road

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Northwestern
  Mutual (Westfields I)

  	
   

  	
  15049
  Conference Center Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Allstate
  - 11800 Tech

  	
   

  	
  11800
  Tech Road

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Allstate - AS III, VI, VII & XVIII

  	
   

  	
  920
  Elkridge Landing Road

  	
   

  
	
   

  	
   

  	
  938
  Elkridge Landing Road

  	
   

  
	
   

  	
   

  	
  940
  Elkridge Landing Road

  	
   

  
	
   

  	
   

  	
  1304
  Concourse Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aegon
  - Dulles Tech /Ridgeview

  	
   

  	
  13454
  Sunrise Valley

  	
   

  
	
   

  	
   

  	
  13450
  Sunrise Valley

  	
   

  
	
   

  	
   

  	
  14900
  Conference Center Drive

  	
   

  
	
   

  	
   

  	
  14840
  Conference Center Drive

  	
   

  
	
   

  	
   

  	
  14850
  Conference Center Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TIAA
  - I Dulles Tower/Greens 2&3

  	
   

  	
  15059
  Conference Center Drive

  	
   

  
	
   

  	
   

  	
  4851
  Stonecraft Boulevard

  	
   

  
	
   

  	
   

  	
  13200
  Woodland Park Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TIAA
  (Pinnacle - assumed)

  	
   

  	
  1751
  Pinnacle Drive

  	
   

  
	
   

  	
   

  	
  1753
  Pinnacle Drive

  	
   

  



 

















 


	
  Loan

  	
   

  	
  Secured Property(ies)

  	
   

  
	
  Greenwich

  	
   

  	
  134
  National Business Parkway

  	
   

  
	
   

  	
   

  	
  6940
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  880
  Elkridge Landing Road

  	
   

  
	
   

  	
   

  	
  870
  Elkridge Landing Road

  	
   

  
	
   

  	
   

  	
  7000
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  7320
  Parkway Drive

  	
   

  
	
   

  	
   

  	
  8621
  Robert Fulton Drive

  	
   

  
	
   

  	
   

  	
  8661
  Robert Fulton Drive

  	
   

  
	
   

  	
   

  	
  8671
  Robert Fulton Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LaSalle

  	
   

  	
  2691
  Technology Drive

  	
   

  
	
   

  	
   

  	
  304
  Sentinel Drive

  	
   

  
	
   

  	
   

  	
  6700
  Alexander Bell Drive

  	
   

  
	
   

  	
   

  	
  6708
  Alexander Bell Drive

  	
   

  
	
   

  	
   

  	
  6724
  Alexander Bell Drive

  	
   

  
	
   

  	
   

  	
  7130
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  7134
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  7138
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  7142
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
  7150
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Goldman
  Sachs

  	
   

  	
  881
  Elkridge Landing Road

  	
   

  
	
   

  	
   

  	
  1190
  Winterson Road

  	
   

  
	
   

  	
   

  	
  999
  Corporate Boulevard

  	
   

  
	
   

  	
   

  	
  1099
  Winterson Road

  	
   

  
	
   

  	
   

  	
  1199
  Winterson Road

  	
   

  
	
   

  	
   

  	
  849
  International Drive

  	
   

  
	
   

  	
   

  	
  930
  International Drive

  	
   

  
	
   

  	
   

  	
  900
  International Drive

  	
   

  
	
   

  	
   

  	
  800
  International Drive

  	
   

  
	
   

  	
   

  	
  5725
  Mark Dabling Boulevard

  	
   

  
	
   

  	
   

  	
  5755
  Mark Dabling Boulevard

  	
   

  
	
   

  	
   

  	
  5775
  Mark Dabling Boulevard

  	
   

  
	
   

  	
   

  	
  1915
  Acrotech Drive

  	
   

  
	
   

  	
   

  	
  1925
  Acrotech Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Allstate
  (W&M)

  	
   

  	
  8013
  Corporate Drive

  	
   

  
	
   

  	
   

  	
  8015
  Corporate Drive

  	
   

  
	
   

  	
   

  	
  8019
  Corporate Drive

  	
   

  
	
   

  	
   

  	
  8023
  Corporate Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Wachovia
  (W&M)

  	
   

  	
  10270
  Old Columbia Road

  	
   

  
	
   

  	
   

  	
  10280
  Old Columbia Road

  	
   

  
	
   

  	
   

  	
  10290
  Old Columbia Road

  	
   

  
	
   

  	
   

  	
  9700
  Patuxent Woods Drive

  	
   

  
	
   

  	
   

  	
  9710
  Patuxent Woods Drive

  	
   

  
	
   

  	
   

  	
  9720
  Patuxent Woods Drive

  	
   

  
	
   

  	
   

  	
  9730
  Patuxent Woods Drive

  	
   

  
	
   

  	
   

  	
  9740
  Patuxent Woods Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LaSalle

  	
   

  	
  15000
  Conference Center Drive

  	
   

  
	
   

  	
   

  	
  15010
  Conference Center Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  W&M
  (Park Circle)

  	
   

  	
  7272
  Park Circle Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GMAC
  - Crown Point

  	
   

  	
  400
  Professional Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ING
  - Corp Point III (assumed)

  	
   

  	
  14280
  Park Meadow Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Wachovia
  - Dahlgren 

  	
   

  	
  16442
  Commerce Drive

  	
   

  
	
   

  	
   

  	
  16501
  Commerce Drive

  	
   

  
	
   

  	
   

  	
  16543
  Commerce Drive

  	
   

  



 

















 


	
  Loan

  	
   

  	
  Secured Property(ies)

  	
   

  
	
  PNC - Veda I & II

  	
   

  	
  22309 Exploration Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Key
  Bank - Red Cedar

  	
   

  	
  44425
  Pecan Court

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GMAC
  - Newport Center

  	
   

  	
  1670
  North Newport Road

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Albert Einstein (AE)/State Farm

  	
   

  	
  7015
  Albert Einstein Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7125
  Columbia Gateway Drive

  	
   

  	
  7125
  Columbia Gateway Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  State
  Farm (Franklin Square)

  	
   

  	
  9910
  Franklin Square Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  State
  Farm 2 (Washington Ave.)

  	
   

  	
  502
  Washington Avenue

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Wachovia
  term loan ($34.5M)

  	
   

  	
  7200
  Riverwood Drive

  	
  (1)

  
	
   

  	
   

  	
  2500
  Riva Road

  	
  (1)

  
	
   

  	
   

  	
  9950
  Federal Drive

  	
  (1)

  
	
   

  	
   

  	
  9960
  Federal Drive

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  
	
  M&T/NBP
  302

  	
   

  	
  302
  Sentinel Drive

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  
	
  M&T/NBP
  320

  	
   

  	
  320
  Sentinel Drive

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  
	
  Wells
  Fargo - 6711 Col Gtw Dr

  	
   

  	
  6711
  Columbia Gateway Drive

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  
	
  Bank
  of America (VITA-Richmond)

  	
   

  	
  11751
  Meadowville Lane

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  
	
  Harrisburg
  Portfolio

  	
   

  	
  2605
  Interstate Drive

  2601 Market Place

  6345 Flank Drive

  6340 Flank Drive

  6400 Flank Drive

  6360 Flank Drive

  6385 Flank Drive

  6380 Flank Drive

  6405 Flank Drive

  6375 Flank Drive

  75 Shannon Road

  85 Shannon Road

  95 Shannon Road

  	
   

  



 






(1) Assignment of Membership Interest (no lien on real
property).


 






 












 


Schedule 6.1(g) - Indebtedness and Guaranties

As of August 31, 2007


 


	
  Loan

  	
   

  	
  JV

  %

  	
   

  	
  Actual

  8/31/2007

  Book Balance

  	
   

  	
  Secured/

  Unsecured

  
	
  Revolver

  	
   

  	
   

  	
   

  	
  327,000,000

  	
   

  	
  U

  
	
  TIAA (suburban office)

  	
   

  	
   

  	
   

  	
  69,496,664

  	
   

  	
  S

  
	
  IDS (9690
  Deereco & Exploration IV)

  	
   

  	
   

  	
   

  	
  12,172,539

  	
   

  	
  S

  
	
  State Farm (132 / 221 NBP)

  	
   

  	
   

  	
   

  	
  23,225,279

  	
   

  	
  S

  
	
  Transoccidental (AEGON) —
  ABD

  	
   

  	
   

  	
   

  	
  18,798,244

  	
   

  	
  S

  
	
  Allstate –– Commons /
  Parkway

  	
   

  	
   

  	
   

  	
  23,014,274

  	
   

  	
  S

  
	
  AEGON –– Concourse &
  AS

  	
   

  	
   

  	
   

  	
  23,640,154

  	
   

  	
  S

  
	
  TIAA — 201/211 NBP

  	
   

  	
   

  	
   

  	
  30,736,679

  	
   

  	
  S

  
	
  State Farm (Gateway
  63/Rivers 95)

  	
   

  	
   

  	
   

  	
  25,083,223

  	
   

  	
  S

  
	
  Northwestern Mutual
  (Westfields I)

  	
   

  	
   

  	
   

  	
  13,800,401

  	
   

  	
  S

  
	
  Allstate - 11800 Tech

  	
   

  	
   

  	
   

  	
  17,680,787

  	
   

  	
  S

  
	
  Allstate - AS III, VI,
  VII & XVIII

  	
   

  	
   

  	
   

  	
  26,521,180

  	
   

  	
  S

  
	
  Aegon - Dulles Tech
  /Ridgeview

  	
   

  	
   

  	
   

  	
  47,886,960

  	
   

  	
  S

  
	
  TIAA - I Dulles Tower/Greens
  2&3

  	
   

  	
   

  	
   

  	
  110,059,864

  	
   

  	
  S

  
	
  TIAA (Pinnacle - assumed)

  	
   

  	
   

  	
   

  	
  61,334,585

  	
   

  	
  S

  
	
  Greenwich

  	
   

  	
   

  	
   

  	
  103,000,000

  	
   

  	
  S

  
	
  LaSalle

  	
   

  	
   

  	
   

  	
  108,543,000

  	
   

  	
  S

  
	
  Goldman Sachs

  	
   

  	
   

  	
   

  	
  146,500,000

  	
   

  	
  S

  
	
  Allstate (W&M)

  	
   

  	
   

  	
   

  	
  5,908,716

  	
   

  	
  S

  
	
  Wachovia (W&M)

  	
   

  	
   

  	
   

  	
  14,392,719

  	
   

  	
  S

  
	
  LaSalle

  	
   

  	
   

  	
   

  	
  150,000,000

  	
   

  	
  S

  
	
  Doug Legum

  	
   

  	
   

  	
   

  	
  750,000

  	
   

  	
  U

  
	
  W&M (Park Circle)

  	
   

  	
   

  	
   

  	
  5,889,426

  	
   

  	
  S

  
	
  GMAC - Crown Point

  	
   

  	
   

  	
   

  	
  16,004,288

  	
   

  	
  S

  
	
  1NG - Corp Point III
  (assumed)

  	
   

  	
   

  	
   

  	
  9,252,884

  	
   

  	
  S

  
	
  Wachovia - Dahlgren IV

  	
   

  	
   

  	
   

  	
  6,298,104

  	
   

  	
  S

  
	
  PNC - Veda I & II

  	
   

  	
   

  	
   

  	
  1,323,892

  	
   

  	
  S

  
	
  Key Bank - Red Cedar

  	
   

  	
   

  	
   

  	
  3,849,007

  	
   

  	
  S

  
	
  Fort Ritchie (Seller take
  back)

  	
   

  	
   

  	
   

  	
  1,689,951

  	
   

  	
  U

  
	
  GMAC - Newport Center

  	
   

  	
   

  	
   

  	
  4,838,484

  	
   

  	
  S

  
	
  Albert Einstein (AE)/State
  Farm

  	
   

  	
   

  	
   

  	
  3,650,645

  	
   

  	
  S

  
	
  7125 Columbia Gateway
  Drive

  	
   

  	
   

  	
   

  	
  37,318,058

  	
   

  	
  S

  
	
  State Farm (W&M)

  	
   

  	
   

  	
   

  	
  5,793,013

  	
   

  	
  S

  
	
  State Farm 2
  (W&M)

  	
   

  	
   

  	
   

  	
  5,492,221

  	
   

  	
  S

  
	
   

  	
   

  	
   

  	
   

  	
  1,133,945,240

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wachovia term loan ($34.5M)

  	
   

  	
   

  	
   

  	
  34,500,000

  	
   

  	
  S

  
	
  M&T/NBP 302

  	
   

  	
   

  	
   

  	
  22,506,089

  	
   

  	
  S

  
	
  M&T/NBP 320

  	
   

  	
   

  	
   

  	
  18,082,714

  	
   

  	
  S

  
	
  Wells Fargo - 6711 Col Gtw
  Dr

  	
   

  	
   

  	
   

  	
  14,777,456

  	
   

  	
  S

  
	
  Bank of America
  (VITA-Richmond)

  	
   

  	
   

  	
   

  	
  43,499,786
  

  	
   

  	
  S

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  133,366,045

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.5% Exchangeable Senior
  Notes

  	
   

  	
   

  	
   

  	
  200,000,000

  	
   

  	
  U

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  1,794,311,285

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Add: Pro Rata Share of JV
  Debt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harrisburg Portfolio

  	
   

  	
  20

  	
  %

  	
  13,320,000

  	
   

  	
  S

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COPT’s
  share of JV Debt

  	
   

  	
   

  	
   

  	
  13,320,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Add: Letter or Credits
  (Citigroup)

  	
   

  	
   

  	
   

  	
  666,665

  	
   

  	
   

  
	
  Add: Letter of Credits
  (Nottingham)

  	
   

  	
   

  	
   

  	
  1,075,787

  	
   

  	
   

  
	
  Add: Letter of Credit
  (Release of 7321 Parkway)

  	
   

  	
   

  	
   

  	
  2,643,814

  	
   

  	
   

  
	
  Add: Letter or Credits
  (Other)

  	
   

  	
   

  	
   

  	
  323,653

  	
   

  	
   

  
	
  Add: Capital Lease
  Obligations

  	
   

  	
   

  	
   

  	
  ––

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4,709,919

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Indebtedness

  	
   

  	
   

  	
   

  	
  $

  	
  1,812,341,204

  	
   

  	
   

  
								



 


Note
1: The Revolver balance is as of last Borrowing (9/20/2007).


Note
2: The $666,665 LOC related to Harrisburg JV automatically reduces by $66,667
per calendar quarter commencing on April 1, 2006.


 

















 


SCHEDULE
6.1(h)


 


Material
Contracts


 


None


 

















 


 


SCHEDULE
6.1(i)


 


Litigation


 


None


 






 












 


Schedule 6.1 (y) -  Unencumbered
Assets

As of August 31, 2007


 


	
  Operating Properties

  	
   

  	
  7%

  



 


	
  Real Property Address

  	
   

  	
  Square Feet

  	
   

  	
  2Q 07

  Cash NOI

  	
   

  	
  2Q 07 Cash NOI

  Annualized

  	
   

  	
  Cap Rate

  @7.0%

  	
   

  	
  2Q 07

  Adjusted

  Cash NOI

  	
   

  
	
  Airport Square II (900 Elkridge Landing Road)

  	
   

  	
  97,261

  	
   

  	
  323,500

  	
   

  	
  1,294,000

  	
   

  	
  18,485,714

  	
   

  	
  317,421

  	
   

  
	
  Airport Square IV (939 Elkridge Landing Road)

  	
   

  	
  53,031

  	
   

  	
  147,733

  	
   

  	
  590,932

  	
   

  	
  8,441,886

  	
   

  	
  144,419

  	
   

  
	
  Airport Square V (921 Elkridge Landing Road)

  	
   

  	
  54,175

  	
   

  	
  188,132

  	
   

  	
  752,528

  	
   

  	
  10,750,400

  	
   

  	
  184,746

  	
   

  
	
  Airport Square XI (9l1 Elkridge Landing Road)

  	
   

  	
  68,296

  	
   

  	
  226,765

  	
   

  	
  907,060

  	
   

  	
  12,958,000

  	
   

  	
  222,497

  	
   

  
	
  Airport Square XIII (1201 Winterson Road)

  	
   

  	
  67,903

  	
   

  	
  184,100

  	
   

  	
  736,400

  	
   

  	
  10,520,000

  	
   

  	
  179,856

  	
   

  
	
  15 Gude Drive

  	
   

  	
  106,928

  	
   

  	
  386,579

  	
   

  	
  1,546,316

  	
   

  	
  22,090,229

  	
   

  	
  379,896

  	
  (1)

  
	
  45 Gude Drive

  	
   

  	
  108,588

  	
   

  	
  424,773

  	
   

  	
  1,699,092

  	
   

  	
  24,272,743

  	
   

  	
  417,986

  	
   

  
	
  110 Thomas Johnson Drive

  	
   

  	
  117,803

  	
   

  	
  275,383

  	
   

  	
  1,101,532

  	
   

  	
  15,736,171

  	
   

  	
  268,020

  	
   

  
	
  318 Sentinel Drive (318 NBP)

  	
   

  	
  125,681

  	
   

  	
  982,317

  	
   

  	
  3,929,268

  	
   

  	
  56,132,400

  	
   

  	
  974,462

  	
   

  
	
  322 Sentinel Drive (322 NBP)

  	
   

  	
  125,568

  	
   

  	
  595,654

  	
   

  	
  2,382,616

  	
   

  	
  34,037,371

  	
   

  	
  587,806

  	
   

  
	
  306 Sentinel Drive (306 NBP)

  	
   

  	
  157,896

  	
   

  	
  664,965

  	
   

  	
  2,659,860

  	
   

  	
  37,998,000

  	
   

  	
  655,097

  	
   

  
	
  9140 Route 108

  	
   

  	
  150,000

  	
   

  	
  502,108

  	
   

  	
  2,008,432

  	
   

  	
  28,691,886

  	
   

  	
  492,733

  	
   

  
	
  140 National Business Parkway

  	
   

  	
  119,904

  	
   

  	
  1,086,299

  	
   

  	
  4,345,196

  	
   

  	
  62,074,229

  	
   

  	
  1,078,805

  	
   

  
	
  2720 Technology Drive (NBP 220)

  	
   

  	
  156,730

  	
   

  	
  1,450,251

  	
   

  	
  5,801,004

  	
   

  	
  82,871,486

  	
   

  	
  1,440,455

  	
   

  
	
  10150 York Road (Sterling York)

  	
   

  	
  178,286

  	
   

  	
  521,805

  	
   

  	
  2,087,220

  	
   

  	
  29,817,429

  	
   

  	
  510,662

  	
   

  
	
  375 W. Padonia Road (the Atrium Bldg)

  	
   

  	
  110,328

  	
   

  	
  299,376

  	
   

  	
  1,197,504

  	
   

  	
  17,107,200

  	
   

  	
  292,481

  	
   

  
	
  16539-16541 Commerce Drive

  	
   

  	
  68,129

  	
   

  	
  214,329

  	
   

  	
  357,316

  	
   

  	
  12,247,371

  	
   

  	
  210,071

  	
   

  
	
  751 - 785 Jolly Road (Blue Bell)

  	
   

  	
  960,349

  	
   

  	
  2,644,220

  	
   

  	
  10,576,880

  	
   

  	
  151,098,286

  	
   

  	
  2,684,198

  	
   

  
	
  8611 Military Drive

  	
   

  	
  468,994

  	
   

  	
  1,146,388

  	
   

  	
  4,585,552

  	
   

  	
  65,507,886

  	
   

  	
  1,117,076

  	
   

  
	
  429 Ridge Road (Princeton Tech 429)

  	
   

  	
  142,385

  	
   

  	
  ––

  	
   

  	
  ––

  	
   

  	
  ––

  	
   

  	
  ––

  	
  (2)

  
	
  431 Ridge Road (Princeton Tech 437)

  	
   

  	
  171,200

  	
   

  	
  358,430

  	
   

  	
  1,433,720

  	
   

  	
  20,481,714

  	
   

  	
  347,730

  	
   

  
	
  437 Ridge Road (Princeton Tech 437)

  	
   

  	
  30,000

  	
   

  	
  54,767

  	
   

  	
  219,068

  	
   

  	
  3,129,543

  	
   

  	
  52,892

  	
   

  
	
  2 Centre Drive

  	
   

  	
  16,132

  	
   

  	
  57,321

  	
   

  	
  229,284

  	
   

  	
  3,275,486

  	
   

  	
  56,313

  	
   

  
	
  47 Commerce Drive

  	
   

  	
  41,398

  	
   

  	
  115,091

  	
   

  	
  460,364

  	
   

  	
  6,676,629

  	
   

  	
  112,504

  	
   

  
	
  8 Centre Drive

  	
   

  	
  16,199

  	
   

  	
  ––

  	
   

  	
  ––

  	
   

  	
  ––

  	
   

  	
  ––

  	
  (2)

  
	
  23535 Cottonwood Parkway (Tracor 2)

  	
   

  	
  46,656

  	
   

  	
  120,522

  	
   

  	
  482,088

  	
   

  	
  6,886,971

  	
   

  	
  117,606

  	
   

  
	
  44408 Pecan Court (Tracor 4)

  	
   

  	
  50,532

  	
   

  	
  134,042

  	
   

  	
  536,168

  	
   

  	
  7,659,543

  	
   

  	
  130,854

  	
   

  
	
  44414 Pecan Court (Tracor 5)

  	
   

  	
  25,444

  	
   

  	
  53,414

  	
   

  	
  213,656

  	
   

  	
  3,052,229

  	
   

  	
  51,824

  	
   

  
	
  44417 Pecan Court (Veda 7)

  	
   

  	
  29,053

  	
   

  	
  59,944

  	
   

  	
  239,776

  	
   

  	
  3,425,371

  	
   

  	
  58,128

  	
   

  
	
  46591 Expedition Drive (Expedition VI)

  	
   

  	
  60,029

  	
   

  	
  25,890

  	
   

  	
  103,560

  	
   

  	
  1,479,429

  	
   

  	
  22,138

  	
   

  
	
  745 Space Center Drive

  	
   

  	
  50,000

  	
   

  	
  231,179

  	
   

  	
  924,716

  	
   

  	
  13,210,229

  	
   

  	
  228,054

  	
   

  
	
  Patriol Park View (985 Space Center Drive)

  	
   

  	
  102,717

  	
   

  	
  337,184

  	
   

  	
  1,348,736

  	
   

  	
  19,267,657

  	
   

  	
  330,764

  	
   

  
	
  Patriol Park View II (980 Space Center Drive)

  	
   

  	
  33,190

  	
   

  	
  80,510

  	
   

  	
  322,040

  	
   

  	
  4,600,571

  	
   

  	
  78,436

  	
   

  
	
  9965 Federal Drive

  	
   

  	
  41,120

  	
   

  	
  86,327

  	
   

  	
  345,308

  	
   

  	
  4,932,971

  	
   

  	
  83,757

  	
  (1)

  
	
  11311 McCormick Road

  	
   

  	
  212,856

  	
   

  	
  394,381

  	
   

  	
  1,577,524

  	
   

  	
  22,536,057

  	
   

  	
  381,078

  	
   

  
	
  200 International Circle

  	
   

  	
  128,658

  	
   

  	
  142,678

  	
   

  	
  570,712

  	
   

  	
  8,153,029

  	
   

  	
  134,637

  	
   

  
	
  201 International Circle

  	
   

  	
  78,634

  	
   

  	
  186,594

  	
   

  	
  746,376

  	
   

  	
  10,662,514

  	
   

  	
  181,679

  	
   

  
	
  226 Schilling Circle

  	
   

  	
  98,640

  	
   

  	
  344,630

  	
   

  	
  1,378,520

  	
   

  	
  19,693,143

  	
   

  	
  338,465

  	
   

  
	
  11011 McCormick Road

  	
   

  	
  56,512

  	
   

  	
  44,641

  	
   

  	
  178,564

  	
   

  	
  2,550,914

  	
   

  	
  41,109

  	
   

  
	
  11101 McCormick Road

  	
   

  	
  24,232

  	
   

  	
  46,265

  	
   

  	
  185,060

  	
   

  	
  2,643,714

  	
   

  	
  44,751

  	
   

  
	
  7131 Ambassador Road

  	
   

  	
  7,453

  	
   

  	
  ––

  	
   

  	
  ––

  	
   

  	
  ––

  	
   

  	
  ––

  	
  (2)

  
	
  7127 Ambassador Road

  	
   

  	
  11,144

  	
   

  	
  7,505

  	
   

  	
  30,020

  	
   

  	
  428,857

  	
   

  	
  6,809

  	
   

  
	
  7129 Ambassador Road

  	
   

  	
  11,075

  	
   

  	
  21,840

  	
   

  	
  87,360

  	
   

  	
  1,248,000

  	
   

  	
  21,148

  	
   

  
	
  7125 Ambassador Road

  	
   

  	
  50,488

  	
   

  	
  99,688

  	
   

  	
  398,752

  	
   

  	
  5,696,457

  	
   

  	
  96,533

  	
   

  
	
  7104 Ambassador Road

  	
   

  	
  29,457

  	
   

  	
  44,359

  	
   

  	
  177,436

  	
   

  	
  2,534,800

  	
   

  	
  42,518

  	
   

  
	
  7102 Ambassador Road

  	
   

  	
  8,879

  	
   

  	
  17,517

  	
   

  	
  70,068

  	
   

  	
  1,000,971

  	
   

  	
  16,962

  	
   

  
	
  7106 Ambassador Road

  	
   

  	
  8,820

  	
   

  	
  14,987

  	
   

  	
  59,948

  	
   

  	
  856,400

  	
   

  	
  14,436

  	
   

  
	
  7108 Ambassador Road

  	
   

  	
  9,018

  	
   

  	
  ––

  	
   

  	
  ––

  	
   

  	
  ––

  	
   

  	
  —

  	
  (2)

  
	
  15 Governor’s Court

  	
   

  	
  14,568

  	
   

  	
  14,903

  	
   

  	
  59,612

  	
   

  	
  851,600

  	
   

  	
  13,993

  	
   

  
	
  17 Governor’s Court

  	
   

  	
  14,701

  	
   

  	
  11,294

  	
   

  	
  45,176

  	
   

  	
  645,371

  	
   

  	
  10,375

  	
   

  
	
  21 Governor’s Court

  	
   

  	
  56,063

  	
   

  	
  83,851

  	
   

  	
  335,404

  	
   

  	
  4,791,486

  	
   

  	
  80,347

  	
   

  
	
  7152 Windsor Boulevard

  	
   

  	
  57,855

  	
   

  	
  148,939

  	
   

  	
  595,756

  	
   

  	
  8,510,800

  	
   

  	
  145,323

  	
   

  
	
  7253 Ambassador Road

  	
   

  	
  38,930

  	
   

  	
  84,083

  	
   

  	
  336,332

  	
   

  	
  4,804,743

  	
   

  	
  81,650

  	
   

  
	
  7210 Ambassador Road

  	
   

  	
  83,435

  	
   

  	
  158,092

  	
   

  	
  632,368

  	
   

  	
  9,033,829

  	
   

  	
  152,877

  	
   

  
	
  Subtotal:

  	
   

  	
  5,153,323

  	
   

  	
  15,845,545

  	
   

  	
  63,382,180

  	
   

  	
  905,459,714

  	
   

  	
  15,534,403

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  



 


1

















 


	
  Real Property Address

  	
   

  	
  Square Feet

  	
   

  	
  2Q 07

  Cash NOI

  	
   

  	
  2Q 07 Cash NOI

  Annualized

  	
   

  	
  GAAP Book

  Value

  	
   

  	
  2Q 07

  Adjusted

  Cash NOI

  	
   

  
	
  216
  Schilling Circle

  	
   

  	
  36,003

  	
   

  	
  78,901

  	
   

  	
  315,604

  	
   

  	
  5,241,840

  	
   

  	
  76,651

  	
  (3)

  
	
  222 Schilling Circle

  	
   

  	
  28,003

  	
   

  	
  56,009

  	
   

  	
  224,036

  	
   

  	
  3,810,175

  	
   

  	
  54,259

  	
  (3)

  
	
  224
  Schilling Circle

  	
   

  	
  27,372

  	
   

  	
  24,156

  	
   

  	
  96,624

  	
   

  	
  3,857,642

  	
   

  	
  22,445

  	
  (3)

  
	
  7l50
  Riverwood Drive

  	
   

  	
  41,382

  	
   

  	
  144,115

  	
   

  	
  576,460

  	
   

  	
  6,810,160

  	
   

  	
  141,529

  	
  (3)

  
	
  7160
  Riverwood Drive

  	
   

  	
  62,084

  	
   

  	
  210,234

  	
   

  	
   

  	
  840,936

  	
   

  	
  11,664,494

  	
   

  	
  206,354

  	
  (3)

  
	
  7170
  Riverwood Drive

  	
   

  	
  29,162

  	
   

  	
  94,485

  	
   

  	
  377,940

  	
   

  	
  4,865,255

  	
   

  	
  92,662

  	
  (3)

  
	
  9020
  Mendenhall Court

  	
   

  	
  49,259

  	
   

  	
  88,260

  	
   

  	
  353,040

  	
   

  	
  6,165,805

  	
   

  	
  85,181

  	
  (3)

  
	
  8029
  Corporate Drive

  	
   

  	
  25,000

  	
   

  	
  67,436

  	
   

  	
  269,744

  	
   

  	
  4,213,537

  	
   

  	
  65,874

  	
  (3)

  
	
  4940
  Campbell Boulevard (Campbell Com Centre I)

  	
   

  	
  49,813

  	
   

  	
  144,469

  	
   

  	
  577,876

  	
   

  	
  6,780,664

  	
   

  	
  141,356

  	
  (3)

  
	
  8140
  Corporate Drive (Corporate Place I)

  	
   

  	
  75,687

  	
   

  	
  98,885

  	
   

  	
  395,540

  	
   

  	
  11,779,899

  	
   

  	
  94,155

  	
  (3)

  
	
  8110
  Corporate Drive (Corporate Place II)

  	
   

  	
  75,687

  	
   

  	
  285,160

  	
   

  	
  1,140,640

  	
   

  	
  14,148,010

  	
   

  	
  280,430

  	
  (3)

  
	
  9940
  Franklin Square Drive (Franklin Ridge I)

  	
   

  	
  33,134

  	
   

  	
  130,772

  	
   

  	
  523,088

  	
   

  	
  4,879,285

  	
   

  	
  128,701

  	
  (3)

  
	
  9930
  Franklin Square Drive (Franklin Ridge II)

  	
   

  	
  39,750

  	
   

  	
  168,035

  	
   

  	
  672,140

  	
   

  	
  5,986,180

  	
   

  	
  165,551

  	
  (3)

  
	
  9920
  Franklin Square Drive (Franklin Square III)

  	
   

  	
  44,566

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  6,774,830

  	
   

  	
  —

  	
  (2)
  (3)

  
	
  9900
  Franklin Square Drive (Franklin Ridge V)

  	
   

  	
  33,912

  	
   

  	
  122,374

  	
   

  	
  289,496

  	
   

  	
  5,102,347

  	
   

  	
  120,255

  	
  (3)

  
	
  8020
  Corporate Drive (McLean Ridge I)

  	
   

  	
  51,600

  	
   

  	
  157,609

  	
   

  	
  630,436

  	
   

  	
  6,661,009

  	
   

  	
  154,384

  	
  (3)

  
	
  8010
  Corporate Drive (McLean Ridge II)

  	
   

  	
  39,351

  	
   

  	
  78,452

  	
   

  	
  313,308

  	
   

  	
  5,077,007

  	
   

  	
  75,993

  	
  (3)

  
	
  8094
  Sandpiper Circle (McLean Ridge III)

  	
   

  	
  50,812

  	
   

  	
  176,539

  	
   

  	
  706,156

  	
   

  	
  6,558,681

  	
   

  	
  173,363

  	
  (3)

  
	
  8098
  Sandpiper Circle (McLean Ridge IV)

  	
   

  	
  47,680

  	
   

  	
  153,122

  	
   

  	
  612,488

  	
   

  	
  6,116,499

  	
   

  	
  150,142

  	
  (3)

  
	
  5355
  Nottingham Ridge Road (Nottingham Ridge C)

  	
   

  	
  36,981

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  4,277,894

  	
   

  	
  —

  	
  (2)
  (3)

  
	
  5335
  Nottingham Ridge Road (Nottingham Ridge D)

  	
   

  	
  37,322

  	
   

  	
  73,562

  	
   

  	
  294,248

  	
   

  	
  5,300,478

  	
   

  	
  71,229

  	
  (3)

  
	
  10552
  Philadelphia Road

  	
   

  	
  56,000

  	
   

  	
  155,720

  	
   

  	
  622,880

  	
   

  	
  6,208,861

  	
   

  	
  152,220

  	
  (3)

  
	
  8007
  Corporate Drive (Tyler Ridge II)

  	
   

  	
  43,197

  	
   

  	
  130,162

  	
   

  	
  520,648

  	
   

  	
  5,627,767

  	
   

  	
  127,462

  	
  (3)

  
	
  8003
  Corporate Drive (Tyler Ridge II-A)

  	
   

  	
  18,327

  	
   

  	
  70,404

  	
   

  	
  281,616

  	
   

  	
  2,646,550

  	
   

  	
  69,259

  	
  (3)

  
	
  7941
  -7949 Corporate Drive (Tyler Ridge III)

  	
   

  	
  57,600

  	
   

  	
  132,472

  	
   

  	
  529,888

  	
   

  	
  6,299,523

  	
   

  	
  128,872

  	
  (3)

  
	
  5030
  Campbell Boulevard

  	
   

  	
  44,701

  	
   

  	
  60,459

  	
   

  	
  241,836

  	
   

  	
  4,919,261

  	
   

  	
  57,665

  	
  (3)

  
	
  5022
  Campbell Boulevard

  	
   

  	
  27,507

  	
   

  	
  49,089

  	
   

  	
  196,356

  	
   

  	
  2,857,976

  	
   

  	
  47,370

  	
  (3)

  
	
  5024
  Campbell Boulevard

  	
   

  	
  33,79l

  	
   

  	
  67,690

  	
   

  	
  270,760

  	
   

  	
  3,646,507

  	
   

  	
  65,578

  	
  (3)

  
	
  5026
  Campbell Boulevard

  	
   

  	
  30,868

  	
   

  	
  92,674

  	
   

  	
  370,696

  	
   

  	
  3,365,464

  	
   

  	
  90,745

  	
  (3)

  
	
  10001
  Franklin Square Drive (White Marsh Comm Center)

  	
   

  	
  216,000

  	
   

  	
  352,976

  	
   

  	
  1,411,904

  	
   

  	
  6,711,830

  	
   

  	
  339,476

  	
  (3)

  
	
  8114
  Sandpiper Circle (White Marsh Health)

  	
   

  	
  45,399

  	
   

  	
  105,765

  	
   

  	
  423,060

  	
   

  	
  7,422,403

  	
   

  	
  102,928

  	
  (3)

  
	
  4969
  Mercantile Road (White Marsh Hi Tech)

  	
   

  	
  47,574

  	
   

  	
  131,100,

  	
   

  	
  524,400

  	
   

  	
  6,395,263

  	
   

  	
  128,127

  	
  (3)

  
	
  4979
  Mercantile Road (White Marsh Hi Tech)

  	
   

  	
  50,498,

  	
   

  	
  104,074

  	
   

  	
  416,296

  	
   

  	
  6,842,751

  	
   

  	
  100,918

  	
  (3)

  
	
  8615
  Ridgely’s Choice Drive (Ridgely’s Choice)

  	
   

  	
  37,797

  	
   

  	
  34,663

  	
   

  	
  438,652

  	
   

  	
  5,017,087

  	
   

  	
  32,301(

  	
  3)

  
	
  7939
  Honeygo Boulevard (Professional Center I)

  	
   

  	
  28,081

  	
   

  	
  109,620

  	
   

  	
  438,480

  	
   

  	
  4,538,511

  	
   

  	
  107,865(

  	
  3)

  
	
  7923
  Honeygo Boulevard (Professional Center II)

  	
   

  	
  24,049

  	
   

  	
  82,189

  	
   

  	
  328,756

  	
   

  	
  3,267,366

  	
   

  	
  80,686

  	
  (3)

  
	
  8133
  Perry Hall Boulevard (Professional Center III)

  	
   

  	
  27,803

  	
   

  	
  99,482

  	
   

  	
  397,928

  	
   

  	
  4,005,689

  	
   

  	
  97,744

  	
  (3)

  
	
  100
  West Pennsylvania Avenue (Campbell Building)

  	
   

  	
  18,451

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,871,513

  	
   

  	
  —

  	
  (2)
  (3)

  
	
  102
  West Pennsylvania. Avenue (Royston Building)

  	
   

  	
  49,497

  	
   

  	
  98,236

  	
   

  	
  392,944

  	
   

  	
  5,4l7,705

  	
   

  	
  95,142

  	
  (3)

  
	
  109-111
  Allegheny Avenue (Allegheny Parking)

  	
   

  	
  18,431

  	
   

  	
  222,370

  	
   

  	
  889,480

  	
   

  	
  7,575,763

  	
   

  	
  221,218

  	
  (3)

  
	
  8031
  Corporate Drive

  	
   

  	
  66,000

  	
   

  	
  249,046

  	
   

  	
  996,184

  	
   

  	
  11,017,832

  	
   

  	
  244,921

  	
  (3)

  
	
  Subtotal:

  	
   

  	
  1,856,131

  	
   

  	
  4,700,766

  	
   

  	
  18,803,064

  	
   

  	
  251,727,313

  	
   

  	
  4,591,008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Unencumbered Operating
  Properties

  	
   

  	
  7,009,454

  	
   

  	
  20,546,311

  	
   

  	
  82,185,244

  	
   

  	
  1,157,187,027

  	
   

  	
  20,125,411

  	
   

  
													



 






1) Projected NOI for first
stabilized quarter used for this building.


2) Negative cash NOI for
quarter; not Included in total.


3) GAAP Book Value used for
these properties required during the past 2 consecutive quarters.


 


2
















 


Unencumbered
Wholly-Owned Development Properties


 


	
  Real Property Address

  	
   

  	
  GAAP Book

  Value

  	
   

  
	
  Under Construction

  	
   

  	
   

  	
   

  
	
  5533 Research Park
  Drive(UMBC)

  	
   

  	
  3,664,350

  	
   

  
	
  201 Technology Park Drive
  (COPT Southwest VA. LLC)

  	
   

  	
  17,362,944

  	
   

  
	
  1055 N. Newport Road
  (Acrotech 1)

  	
   

  	
  3,800,250

  	
   

  
	
  1362 Mellon Road
  (Commons-Lot 6B)

  	
   

  	
  7,912,455

  	
   

  
	
  655 Space Center Drive
  (Colorado Springs, CO)

  	
   

  	
  4,346,396

  	
   

  
	
  5520 Research Park Drive
  (UMBC)

  	
   

  	
  1,332,520

  	
   

  
	
   

  	
   

  	
  38,418,915

  	
   

  
	
  Redevelopment/Development

  	
   

  	
   

  	
   

  
	
  Gude Drive Land - Building
  I

  	
   

  	
  4,118,626

  	
   

  
	
  Gude Drive Land Parcel /
  Rockville Corporate Ctr. (Celero/Appelero)

  	
   

  	
  3,541,817

  	
   

  
	
  Gateway Exchange III (6721
  Columbia Gateway Drive)

  	
   

  	
  10,308,970

  	
   

  
	
  WorldCom Land

  	
   

  	
  5,408,716

  	
   

  
	
  Interquest Land

  	
   

  	
  19,615,036

  	
   

  
	
  300 NBP

  	
   

  	
  5,705,585

  	
   

  
	
  3l6 NBP

  	
   

  	
  2,887,502

  	
   

  
	
  16442A Commerce Drive
  (Dehlgren)

  	
   

  	
  907,569

  	
   

  
	
  308 NBP

  	
   

  	
  1,687,588

  	
   

  
	
  Corporate Place III

  	
   

  	
  2,083,082

  	
   

  
	
  Corporate Place IV

  	
   

  	
  2,167,551

  	
   

  
	
  Thomas Johnson Drive
  (Frederick - 6 acres)

  	
   

  	
  1,664,531

  	
   

  
	
  1460 Dorsey Road

  	
   

  	
  2,157,227

  	
   

  
	
  NBP Visitor Control Center

  	
   

  	
  1,711,751

  	
   

  
	
  Clarks Hundred

  	
   

  	
  28,743,950

  	
   

  
	
  312 NBP

  	
   

  	
  3,519,489

  	
   

  
	
  Cedar Knolls

  	
   

  	
  7,620,023

  	
   

  
	
  Columbia Gateway (T-11)

  	
   

  	
  8,795,931

  	
   

  
	
  6741 Columbia Gateway

  	
   

  	
  905,462

  	
   

  
	
  Park Center - Building I

  	
   

  	
  788,851

  	
   

  
	
  Waterview III / Three
  Dulles Tower / Woodland Park

  	
   

  	
  9,680,153

  	
   

  
	
  Fr. Ritchie Land

  	
   

  	
  4,685,371

  	
   

  
	
  Dahlgren Land Parcel

  	
   

  	
  1,068,103

  	
   

  
	
  Westfields Corporate
  Center 19 acres / WTPJ St. Joe’s land

  	
   

  	
  8,382,210

  	
   

  
	
  Blue Bell Corporate Center

  	
   

  	
  11,612,436

  	
   

  
	
  San Antonio - 27 acre land
  parcel

  	
   

  	
  5,906,835

  	
   

  
	
  San Antonio - 31 acre land parcel

  	
   

  	
  7,505,290

  	
   

  
	
  COPT Princeton South

  	
   

  	
  512,310

  	
   

  
	
  Expedition VII. (parcel
  #2)

  	
   

  	
  807,239

  	
   

  
	
  Fort Ritchie - General
  (Land)

  	
   

  	
  4,823,637

  	
   

  
	
  Porrlo Park (Colorado Springs)
  52 acres 7/08/05

  	
   

  	
  13,571,761

  	
   

  
	
  Galley Road

  	
   

  	
  1,060,066

  	
   

  
	
  Acrotech 2

  	
   

  	
  1,291,398

  	
   

  
	
  9965 Federal Land Parcel

  	
   

  	
  466,48S

  	
   

  
	
  Clarks Hundred II

  	
   

  	
  2,462,189

  	
   

  
	
  White Marsh (Lot 401).

  	
   

  	
  1,182,688

  	
   

  
	
  Nottingham Ridge

  	
   

  	
  9,203,671

  	
   

  
	
  10521 Red Run Boulevard

  	
   

  	
  4,436,681

  	
   

  
	
  White Marsh Com. Ctr. II

  	
   

  	
  1,619,071

  	
   

  
	
  Campbell Blvd. &
  Franklin Square

  	
   

  	
  12,432,979

  	
   

  
	
  Nottingham &
  Philadelphia Roads

  	
   

  	
  3,333,420

  	
   

  
	
  Philadelphia
  Rd. & Route 43

  	
   

  	
  1,023,486

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Unencumbered Wholly-Owned
  Development

  	
   

  	
  221,406,796

  	
   

  



 


3

















 


Unencumbered
Operational JV Properties


 


	
  4230 Forbes Boulevard

  	
   

  	
  50.0

  	
  %

  	
  77,747

  	
   

  	
  310,988

  	
   

  	
  4,442,686

  	
   

  	
  2,221,343

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,221,343

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unencumbered
  JV Properties Under Construction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  GAAP
  Book Value

  	
   

  	
   

  	
   

  
	
  2900 Towerview Road

  	
   

  	
  92.5

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  19,855,746

  	
   

  	
  18,366,565

  	
   

  
	
  7468 Candlewood Road

  	
   

  	
  92.5

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  26,004,039

  	
   

  	
  24,053,736

  	
   

  
	
  7740 Milestone Parkway

  	
   

  	
  50.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  4,262,000

  	
   

  	
  2,131,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  44,551,301

  	
   

  



 


Unencumbered
JV Properties Development and Land


 


	
  Indian Head, LLC

  	
   

  	
  75.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  3,028,772

  	
   

  	
  2,271,579

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,271,579

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Unencumbered Assets:

  	
   

  	
  1,137,187,027

  	
   

  	
   

  	
   

  
	
  Wholly Owned Operating Properties

  	
   

  	
  38,418,915

  	
   

  	
   

  	
   

  
	
  Wholly Owned Under Construction

  	
   

  	
  221,406,796

  	
   

  	
   

  	
   

  
	
  Wholly Owned Development

  	
   

  	
  2,221,343

  	
   

  	
   

  	
   

  
	
  JV Operating Properties

  	
   

  	
  44,551,301

  	
   

  	
   

  	
   

  
	
  JV Under Construction

  	
   

  	
  2,271,579

  	
   

  	
   

  	
   

  
	
  JV Development

  	
   

  	
  1,466,056,961

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unencumbered Assets

  	
   

  	
   

  	
   

  	
  1,466,056,961

  	
   

  
	
  Less CIP, Development
  & Land (wholly owned & JV), if >35% of Total

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  Less Development/Land
  (wholly-owned & JV), if >15% of Total

  	
   

  	
   

  	
   

  	
  (3,769,831

  	
  )

  
	
  Less Not-Controlled JV if >15%
  of Total

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1,452,287,130

  	
   

  



 


4
















 


EXHIBIT A


 


FORM OF
ASSIGNMENT AND ACCEPTANCE AGREEMENT


 


THIS ASSIGNMENT AND ACCEPTANCE
AGREEMENT dated as of                       ,
200   (the “Agreement”) by and among                                                   
(the “Assignor”),                                                   
(the “Assignee”), and KeyBank National Association, as Agent (the “Agent”).


 


WHEREAS, the Assignor is
a Lender under that certain Second Amended and Restated Credit Agreement dated
as of October 1, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among Corporate
Office Properties, L.P. (the “Borrower”), Corporate Office Properties Trust,
the financial institutions party thereto and their assignees under Section 12.5.
thereof (the “Lenders”), the Agent, KeyBanc Capital Markets, as Lead Arranger,                                   ,
as Syndication Agent, and                                                 ,
as Documentation Agent;


 


WHEREAS, the Assignor
desires to assign to the Assignee, among other things, all or a portion of the
Assignor’s Commitment under the Credit Agreement, all on the terms and
conditions set forth herein; and


 


WHEREAS, the Agent
consents to such assignment on the terms and conditions set forth herein;


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged by the parties hereto, the parties hereto hereby agree as follows:


 


Section 1.  Assignment.


 


(a)           Subject to the terms and conditions
of this Agreement and in consideration of the payment to be made by the
Assignee to the Assignor pursuant to Section 2 of this Agreement,
effective as of                         ,
200   (the “Assignment Date”), the Assignor hereby irrevocably sells,
transfers and assigns to the Assignee, without recourse, a $                    
interest (such interest being the “Assigned Commitment”) in and to the Assignor’s
Commitment and all of the other rights and obligations of the Assignor under
the Credit Agreement, such Assignor’s Revolving Note and the other Loan
Documents (representing             %
in respect of the aggregate amount of all Lenders’ Commitments), including
without limitation, a principal amount of outstanding Revolving Loans equal to
$                  
and all voting rights of the Assignor associated with the Assigned Commitment,
all rights to receive interest on such amount of Revolving Loans and all
commitment and other Fees with respect to the Assigned Commitment and other
rights of the Assignor under the Credit Agreement and the other Loan Documents
with respect to the Assigned Commitment, all as if the Assignee were an
original Lender under and signatory to the Credit Agreement having a Commitment
equal to the amount of the Assigned Commitment. 
The Assignee, subject to the terms and conditions hereof, hereby assumes
all obligations of the Assignor with respect to the Assigned Commitment as if
the Assignee were an original Lender under and signatory to the Credit
Agreement having a


 


A-1

















 


Commitment equal to the
Assigned Commitment, which obligations shall include, but shall not be limited
to, the obligation of the Assignor to make Revolving Loans to the Borrower with
respect to the Assigned Commitment, the obligation to pay the Agent amounts due
in respect of draws under Letters of Credit as required under Section 2.3.(i) of
the Credit Agreement and the obligation to indemnify the Agent as provided
therein (the foregoing enumerated obligations, together with all other similar
obligations more particularly set forth in the Credit Agreement and the other
Loan Documents, collectively, the “Assigned Obligations”).  The Assignor shall have no further duties or
obligations with respect to, and shall have no further interest in, the
Assigned Obligations or the Assigned Commitment from and after the Assignment
Date.


 


(b)           The assignment by the Assignor to the
Assignee hereunder is without recourse to the Assignor.  The Assignee makes and confirms to the Agent,
the Assignor, and the other Lenders all of the representations, warranties and
covenants of a Lender under Article XI. of the Credit Agreement.  Not in limitation of the foregoing, the
Assignee acknowledges and agrees that, except as set forth in Section 4
below, the Assignor is making no representations or warranties with respect to,
and the Assignee hereby releases and discharges the Assignor for any
responsibility or liability for: (i) the present or future solvency or
financial condition of the Borrower, any Subsidiary or any other Loan Party, (ii) any
representations, warranties, statements or information made or furnished by the
Borrower, any Subsidiary or any other Loan Party in connection with the Credit
Agreement or otherwise, (iii) the validity, efficacy, sufficiency, or
enforceability of the Credit Agreement, any other Loan Document or any other
document or instrument executed in connection therewith, or the collectibility
of the Assigned Obligations, (iv) the perfection, priority or validity of
any Lien with respect to any collateral at any time securing the Obligations or
the Assigned Obligations under the Notes or the Credit Agreement and (v) the
performance or failure to perform by the Borrower or any other Loan Party of
any obligation under the Credit Agreement or any other Loan Document to which
it is a party.  Further, the Assignee
acknowledges that it has, independently and without reliance upon the Agent, or
on any affiliate or subsidiary thereof, the Assignor or any other Lender and based
on the financial statements supplied by the Borrower and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to become a Lender under the Credit Agreement.  The Assignee also acknowledges that it will,
independently and without reliance upon the Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement or any other Loan Documents or pursuant to
any other obligation.  Except as
expressly provided in the Credit Agreement, the Agent shall have no duty or
responsibility whatsoever, either initially or on a continuing basis, to
provide the Assignee with any credit or other information with respect to the
Borrower or any other Loan Party or to notify the Assignee of any Default or
Event of Default.  The Assignee has not
relied on the Agent as to any legal or factual matter in connection therewith
or in connection with the transactions contemplated thereunder.


 


Section 2.  Payment by Assignee.  In consideration of the assignment made
pursuant to Section 1 of this Agreement, the Assignee agrees to pay to the
Assignor on the Assignment Date, such amount as they may agree.


 


A-2

















 


Section 3.  Payments by Assignor.  The Assignor agrees to pay to the Agent on
the Assignment Date the administration fee, if any, payable under the
applicable provisions of the Credit Agreement.


 


Section 4.  Representations and Warranties of Assignor.  The Assignor hereby represents and warrants
to the Assignee that (a) as of the Assignment Date (i) the Assignor
is a Lender under the Credit Agreement having a Commitment under the Credit
Agreement (without reduction by any assignments thereof which have not yet
become effective), equal to $                        ,
and that the Assignor is not in default of its obligations under the Credit
Agreement; and (ii) the outstanding balance of Revolving Loans owing to
the Assignor (without reduction by any assignments thereof which have not yet
become effective) is $                        ;
and (b) it is the legal and beneficial owner of the Assigned Commitment
which is free and clear of any adverse claim created by the Assignor.


 


Section 5.  Representations, Warranties and Agreements
of Assignee.  The Assignee (a) represents
and warrants that it is (i) legally authorized to enter into this
Agreement, (ii) an “accredited investor” (as such term is used in
Regulation D of the Securities Act) and (iii) an Eligible Assignee; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant thereto and such other
documents and information (including without limitation the Loan Documents) as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Agreement; (c) appoints and authorizes the Agent to take such
action as contractual representative on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof
together with such powers as are reasonably incidental thereto; and (d) agrees
that it will become a party to and shall be bound by the Credit Agreement and
the other Loan Documents to which the other Lenders are a party on the
Assignment Date and will perform in accordance therewith all of the obligations
which are required to be performed by it as a Lender.


 


Section 6.  Recording and Acknowledgment by the Agent.  Following the execution of this Agreement,
the Assignor will deliver to the Agent (a) a duly executed copy of this
Agreement for acknowledgment and recording by the Agent and (b) the
Assignor’s Revolving Note.  Upon such
acknowledgment and recording, from and after the Assignment Date, the Agent
shall make all payments in respect of the interest assigned hereby (including
payments of principal, interest, Fees and other amounts) to the Assignee.  The Assignor and Assignee shall make all
appropriate adjustments in payments under the Credit Agreement for periods
prior to the Assignment Date directly between themselves.


 


Section 7.  Addresses.  The Assignee specifies as its address for
notices and its Lending Office for all Loans, the offices set forth below:


 


 Notice Address:


 


	
   

  	
  Telephone No.:

  
	
   

  	
  Telecopy No.:

  



 


A-3

















 


 Lending Office:


 


	
   

  	
  Telephone No.:

  
	
   

  	
  Telecopy No.:

  



 


Section 8.  Payment Instructions  All payments to be made to the Assignee under
this Agreement by the Assignor, and all payments to be made to the Assignee
under the Credit Agreement, shall be made as provided in the Credit Agreement
in accordance with the following instructions:


 


Section 9.  Effectiveness of Assignment.  This Agreement, and the assignment and
assumption contemplated herein, shall not be effective until (a) this
Agreement is executed and delivered by each of the Assignor, the Assignee, the
Agent, and if required under Section 12.5. of the Credit Agreement, the
Borrower, and (b) the payment to the Assignor of the amounts, if any,
owing by the Assignee pursuant to Section 2 hereof and (c) the
payment to the Agent of the amounts, if any, owing by the Assignor pursuant to Section 3
hereof.  Upon recording and
acknowledgment of this Agreement by the Agent, from and after the Assignment
Date, (i) the Assignee shall be a party to the Credit Agreement and, to
the extent provided in this Agreement, have the rights and obligations of a
Lender thereunder and (ii) the Assignor shall, to the extent provided in
this Agreement, relinquish its rights (except as otherwise provided in Section 12.10.
of the Credit Agreement) and be released from its obligations under the Credit
Agreement; provided, however, that if the Assignor does not assign its entire
interest under the Loan Documents, it shall remain a Lender entitled to all of
the benefits and subject to all of the obligations thereunder with respect to
its Commitment.


 


Section 10.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 11. Counterparts.  This Agreement may be executed in any number
of counterparts each of which, when taken together, shall constitute one and
the same agreement.


 


Section 12.  Headings.  Section headings have been inserted
herein for convenience only and shall not be construed to be a part hereof.


 


Section 13.  Amendments; Waivers.  This Agreement may not be amended, changed,
waived or modified except by a writing executed by the Assignee and the
Assignor; provided, however, any amendment, waiver or consent which shall
affect the rights or duties of the Agent under this Agreement shall not be
effective unless signed by the Agent.


 


A-4

















 


Section 14.  Entire Agreement.  This Agreement embodies the entire agreement
between the Assignor and the Assignee with respect to the subject matter hereof
and supersedes all other prior arrangements and understandings relating to the
subject matter hereof.


 


Section 15.  Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.


 


Section 16.  Definitions.  Terms not otherwise defined herein are used
herein with the respective meanings given them in the Credit Agreement.


 


[Include
this Section only if Borrower’s consent is required under Section 12.5.
Section 17.  Agreements of the Borrower.  The Borrower hereby agrees that the Assignee
shall be a Lender under the Credit Agreement having a Commitment equal to the
Assigned Commitment.  The Borrower agrees
that the Assignee shall have all of the rights and remedies of a Lender under
the Credit Agreement and the other Loan Documents as if the Assignee were an
original Lender under and signatory to the Credit Agreement, including, but not
limited to, the right of a Lender to receive payments of principal and interest
with respect to the Assigned Obligations, and to the Revolving Loans made by
the Lenders after the date hereof and to receive the commitment and other Fees
payable to the Lenders as provided in the Credit Agreement.  Further, the Assignee shall be entitled to
the indemnification provisions from the Borrower in favor of the Lenders as
provided in the Credit Agreement and the other Loan Documents.  The Borrower further agrees, upon the
execution and delivery of this Agreement, to execute in favor of the Assignee
Notes as required by Section 12.5. of the Credit Agreement.  Upon receipt by the Assignor of the amounts
due the Assignor under Section 2, the Assignor agrees to surrender to the
Borrower such Assignor’s Notes.]


 


[Signatures on
Following Pages]


 


A-5

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Assignment and Acceptance Agreement as
of the date and year first written above.


 


	
  

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


Accepted as of the
date first written above.


 


AGENT:


 


KEYBANK NATIONAL
ASSOCIATION, 

as Agent


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


[Signatures
Continued on Following Page]


 


A-6

















 


[Include
signature of the Borrower only if required

under Section 12.5. of the Credit Agreement]


 


Agreed
and consented to as of the

date first written above.


 


BORROWER:


 


CORPORATE OFFICE
PROPERTIES, L.P.


 


 


	
  

  	
  By:

  	
  Corporate Office
  Properties Trust, its

  	
   

  
	
   

  	
   

  	
  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 


A-7
















 


EXHIBIT B


 


FORM OF
NOTICE OF BORROWING


 


                        ,
200


 


KeyBank National
Association, as Agent


127 Public Square, 8th Floor


Cleveland, Ohio 
44114


Attn:


 


Ladies and Gentlemen:


 


Reference is made to that
certain Second Amended and Restated Credit Agreement dated as of October 1,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among Corporate Office Properties, L.P.
(the “Borrower”), Corporate Office Properties Trust, the financial institutions
party thereto and their assignees under Section 12.5. thereof (the “Lenders”),
KeyBank National Association, as Agent (the “Agent”), and the other parties
thereto.  Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in
the Credit Agreement.


 


1.             Pursuant to Section 2.1.(b) of
the Credit Agreement, the Borrower hereby requests that the Lenders make
Revolving Loans to the Borrower in an aggregate principal amount equal to $                                      .


 


2.             The Borrower requests that such Revolving
Loans be made available to the Borrower on                         ,
200  .


 


3.             The Borrower hereby requests that the
requested Revolving Loans all be of the following Type:


 


[Check
one box only]


 


o      Base Rate Loans


o      LIBOR Loans, each with an initial Interest Period for
a duration of:


 


	
  

  	
  [Check
  one box only]

  	
  o

  	
  seven days

  
	
   

  	
   

  	
  o

  	
  one month

  
	
   

  	
   

  	
  o

  	
  two months

  
	
   

  	
   

  	
  o

  	
  three months

  
	
   

  	
   

  	
  o

  	
  six months

  



 


4.             The proceeds of this borrowing of
Revolving Loans will be used for the following purpose:                                                                                                                           .


 


B-1

















 


5.             The Borrower requests that the proceeds
of this borrowing of Revolving Loans be made available to the Borrower by                                                         .


 


The
Borrower hereby certifies to the Agent and the Lenders that as of the date
hereof and as of the date of the making of the requested Revolving Loans and
after giving effect thereto, (a) no Default or Event of Default exists or
shall exist, and (b) the representations and warranties made or deemed
made by the Borrower and each other Loan Party in the Loan Documents to which
any of them is a party are and shall be true and correct in all material
respects, except to the extent that such representations and warranties
expressly relate solely to an earlier date (in which case such representations
and warranties were true and accurate on and as of such earlier date).  In addition, the Borrower certifies to the
Agent and the Lenders that all conditions to the making of the requested
Revolving Loans contained in Article V. of the Credit Agreement will have
been satisfied (or waived in accordance with the applicable provisions of the
Loan Documents) at the time such Revolving Loans are made.


 


If notice of the
requested borrowing of Revolving Loans was previously given by telephone, this
notice is to be considered the written confirmation of such telephone notice
required by Section 2.1.(b) of the Credit Agreement.


 


IN WITNESS WHEREOF, the
undersigned has duly executed and delivered this Notice of Borrowing as of the
date first written above.


 


	
  

  	
  CORPORATE OFFICE
  PROPERTIES, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Corporate Office
  Properties Trust, its

  general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


B-2
















 


EXHIBIT C


 


FORM OF
NOTICE OF CONTINUATION


 


                        ,
200


 


KeyBank National
Association, as Agent


127 Public Square, 8th Floor


Cleveland, Ohio 
44114


Attn:


 


Ladies and Gentlemen:


 


Reference is made to that
certain Second Amended and Restated Credit Agreement dated as of October 1,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among Corporate Office Properties, L.P.
(the “Borrower”), Corporate Office Properties Trust, the financial institutions
party thereto and their assignees under Section 12.5. thereof (the “Lenders”),
KeyBank National Association, as Agent (the “Agent”), and the other parties
thereto.  Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in
the Credit Agreement.


 


Pursuant to Section 2.8.
of the Credit Agreement, the Borrower hereby requests a Continuation of a
borrowing of Loans under the Credit Agreement, and in that connection sets
forth below the information relating to such Continuation as required by such Section of
the Credit Agreement:


 


1.                                       The proposed date of such Continuation is
                        ,
200    .


 


2.                                       The aggregate principal amount of Loans
subject to the requested Continuation is $                                                
and was originally borrowed by the Borrower on                         ,
200  .


 


3.                                       The portion of such principal amount
subject to such Continuation is $                                                    .


 


4.                                       The current Interest Period for each of
the Loans subject to such Continuation ends on                                 ,
200  .


 


C-1

















 


5.                                       The duration of the new Interest Period
for each of such Loans or portion thereof subject to such Continuation is:


 


	
  

  	
  [Check
  one box only]

  	
  o

  	
  seven days

  
	
   

  	
   

  	
  o

  	
  one month

  
	
   

  	
   

  	
  o

  	
  two months

  
	
   

  	
   

  	
  o

  	
  three months

  
	
   

  	
   

  	
  o

  	
  six months

  



 


The Borrower hereby
certifies to the Agent and the Lenders that as of the date hereof, as of the
proposed date of the requested Continuation, and after giving effect to such
Continuation, no Default or Event of Default exists or will exist.


 


If notice of the
requested Continuation was given previously by telephone, this notice is to be
considered the written confirmation of such telephone notice required by Section 2.8.
of the Credit Agreement.


 


IN WITNESS WHEREOF, the
undersigned has duly executed and delivered this Notice of Continuation as of
the date first written above.


 


	
  

  	
  CORPORATE OFFICE
  PROPERTIES, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Corporate Office
  Properties Trust, its

  general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


C-2
















 


EXHIBIT D


 


FORM OF NOTICE OF
CONVERSION


 


             ,
200  


 


KeyBank National
Association, as Agent


127 Public Square, 8th Floor


Cleveland, Ohio 
44114


 


Attn:             


 


Ladies and Gentlemen:


 


Reference is made to that
certain Second Amended and Restated Credit Agreement dated as of October 1,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among Corporate Office Properties, L.P.
(the “Borrower”), Corporate Office Properties Trust, the financial institutions
party thereto and their assignees under Section 12.5. thereof (the “Lenders”),
KeyBank National Association, as Agent (the “Agent”), and the other parties
thereto. Capitalized terms used herein, and not otherwise defined herein, have
their respective meanings given them in the Credit Agreement.


 


Pursuant to
Section 2.9. of the Credit Agreement, the Borrower hereby requests a
Conversion of a borrowing of Loans of one Type into Loans of another Type under
the Credit Agreement, and in that connection sets forth below the information
relating to such Conversion as required by such Section of the Credit
Agreement:


 


1.                                       The
proposed date of such Conversion is                  ,
200  .


 


2.                                       The
Loans to be Converted pursuant hereto are currently:


 


	
  

  	
  [Check one box only]

  	
  o   Base
  Rate Loans

  
	
   

  	
   

  	
  o   LIBOR
  Loans

  



 


 


3.                                       The
aggregate principal amount of Loans subject to the requested Conversion is $                        
and was originally borrowed by the Borrower on                ,
200  .


 


4.                                       The
portion of such principal amount subject to such Conversion is $                           .


 


D-1

















 


5.                                       The
amount of such Loans to be so Converted is to be converted into Loans of the
following Type:


 


[Check
one box only]


o      Base Rate Loans


o      LIBOR Loans, each with an
initial Interest Period for a duration of:


 


	
  

  	
  [Check one box only]

  	
   

  	
  o

  	
   seven days

  
	
   

  	
   

  	
  o

  	
   one month

  	 

	
   

  	
   

  	
  o

  	
   two months

  	 

	
   

  	
   

  	
  o

  	
   three months

  	 

	
   

  	
   

  	
  o

  	
   six months

  	 




 


 


The
Borrower hereby certifies to the Agent and the Lenders that as of the date
hereof and as of the date of the requested Conversion and after giving effect
thereto, (a) no Default or Event of Default exists or will exist (provided
the certification under this clause (a) shall not be made in connection
with the Conversion of a Loan into a LIBOR Loan), and (b) the
representations and warranties made or deemed made by the Borrower and each other
Loan Party in the Loan Documents to which any of them is a party are and shall
be true and correct in all material respects, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties were true and accurate on and as
of such earlier date).


 


If notice of the
requested Conversion was given previously by telephone, this notice is to be
considered the written confirmation of such telephone notice required by
Section 2.9. of the Credit Agreement.


 


IN WITNESS WHEREOF, the
undersigned has duly executed and delivered this Notice of Conversion as of the
date first written above.


 


	
   

  	
   

  	
  

  	
  CORPORATE OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Corporate Office Properties Trust, its 

  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
								



 


D-2
















 


EXHIBIT E


FORM OF NOTICE OF SWINGLINE BORROWING


            ,
200


KeyBank National
Association, as Agent


127 Public Square, 8th Floor


Cleveland, Ohio 
44114


Attn:                   


Ladies and
Gentlemen:


Reference
is made to that certain Second Amended and Restated Credit Agreement dated as
of October 1, 2007 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), by and among Corporate Office
Properties, L.P. (the “Borrower”), Corporate Office Properties Trust, the
financial institutions party thereto and their assignees under Section 12.5.
thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”),
and the other parties thereto. Capitalized terms used herein, and not otherwise
defined herein, have their respective meanings given them in the Credit
Agreement.


1.                                       Pursuant
to Section 2.2.(b) of the Credit Agreement, the Borrower hereby requests
that the Swingline Lender make a Swingline Loan to the Borrower in an amount
equal to $                        .


2.                                       The
Borrower requests that such Swingline Loan be made available to the Borrower on
                        ,
200   .


3.                                       The
proceeds of this Swingline Loan will be used for the following purpose:


4.                                       The
Borrower requests that the proceeds of such Swingline Loan be made available to
the Borrower by 


The
Borrower hereby certifies to the Agent, the Swingline Lender and the Lenders
that as of the date hereof, as of the date of the making of the requested
Swingline Loan, and after making such Swingline Loan, (a) no Default or
Event of Default exists or will exist, and (b) the representations and
warranties made or deemed made by the Borrower and each other Loan Party in the
Loan Documents to which any of them is a party are and shall be true and correct
in all material respects, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such
representations and warranties were true and accurate on and as of such earlier
date). In addition, the Borrower certifies to the Agent and the Lenders that
all conditions to the making of the requested Swingline Loan contained in
Article V. of the Credit Agreement will have been satisfied at the time
such Swingline Loan is made.


 


E-1

















 


If
notice of the requested borrowing of this Swingline Loan was previously given
by telephone, this notice is to be considered the written confirmation of such
telephone notice required by Section 2.2.(b) of the Credit Agreement.


IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of
Swingline Borrowing as of the date first written above.


	
   

  	
  

  	
  CORPORATE OFFICE PROPERTIES, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Corporate Office Properties Trust, its
  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


E-2
















 


EXHIBIT F


 


FORM OF
SWINGLINE NOTE


 


	
  $50,000,000

  	
   

  	
  October 1,
  2007

  



 


FOR VALUE RECEIVED, the
undersigned, Corporate Office Properties, L.P., a limited partnership formed
under the laws of the State of Delaware (the “Borrower”), hereby promises to
pay to the order of KEYBANK NATIONAL ASSOCIATION (the “Swingline Lender”) to
its address at 127 Public Square, 8th
Floor, Cleveland, Ohio  44114, or
at such other address as may be specified in writing by the Swingline Lender to
the Borrower, the principal sum of FIFTY MILLION AND NO/100 DOLLARS
($50,000,000) (or such lesser amount as shall equal the aggregate unpaid
principal amount of Swingline Loans made by the Swingline Lender to the
Borrower under the Credit Agreement), on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount owing hereunder, at the rates and on the dates provided in the Credit
Agreement.


 


The date, amount of each
Swingline Loan, and each payment made on account of the principal thereof,
shall be recorded by the Swingline Lender on its books and, prior to any
transfer of this Note, endorsed by the Swingline Lender on the schedule
attached hereto or any continuation thereof, provided that the failure of the
Swingline Lender to make any such recordation or endorsement shall not affect
the obligations of the Borrower to make a payment when due of any amount owing
under the Credit Agreement or hereunder in respect of the Swingline Loans.


 


This Note is the
Swingline Note referred to in the Second Amended and Restated Credit Agreement
dated as of October 1, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among the
Borrower, Corporate Office Properties Trust, the financial institutions party
thereto and their assignees under Section 12.5. thereof (the “Lenders”),
KeyBank National Association, as Agent, and the other parties thereto, and
evidences Swingline Loans made to the Borrower thereunder.  Terms used but not otherwise defined in this
Note have the respective meanings assigned to them in the Credit Agreement.


 


The Credit Agreement
provides for the acceleration of the maturity of this Note upon the occurrence
of certain events and for prepayments of Swingline Loans upon the terms and
conditions specified therein.


 


THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH
STATE.


 


This Note is given in
replacement of a Note previously delivered to the Lender under the Existing
Credit Agreement (as defined in the Credit Agreement).  THIS NOTE IS NOT INTENDED TO BE, AND SHALL
NOT BE CONSTRUED TO BE, A NOVATION OF ANY


 


F-1

















 


OF THE OBLIGATIONS OWING
UNDER OR IN CONNECTION WITH SUCH OTHER NOTE.


 


The Borrower hereby
waives presentment for payment, demand, notice of demand, notice of non-payment,
protest, notice of protest and all other similar notices.


 


Time is of the essence
for this Note.


 


IN WITNESS WHEREOF, the
undersigned has executed and delivered this Swingline Note under seal as of the
date first written above.


 


	
  

  	
  CORPORATE OFFICE
  PROPERTIES, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Corporate Office
  Properties Trust, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


F-2

















 


SCHEDULE OF
SWINGLINE LOANS


 


This
Note evidences Swingline Loans made under the within-described Credit Agreement
to the Borrower, on the dates and in the principal amounts set forth below,
subject to the payments and prepayments of principal set forth below:


 




	
  Date of Loan

  	
   

  	
  Principal

  Amount of

  Loan

  	
   

  	
  Amount Paid

  or Prepaid

  	
   

  	
  Unpaid

  Principal

  Amount

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


F-3
















 


EXHIBIT G


 


FORM OF
REVOLVING NOTE


 


	
  $

  	
  ,200

  



 


FOR
VALUE RECEIVED, the undersigned, CORPORATE OFFICE PROPERTIES, L.P., a limited
partnership formed under the laws of the State of Delaware (the “Borrower”),
hereby promises to pay to the order of                     
(the “Lender”), in care of KeyBank National Association, as Agent (the “Agent”)
at 127 Public Square, 8th Floor, Cleveland,
Ohio  44114, or at such other
address as may be specified in writing by the Agent to the Borrower, the
principal sum of                 
AND     /100 DOLLARS ($            )
(or such lesser amount as shall equal the aggregate unpaid principal amount of
Revolving Loans made by the Lender to the Borrower under the Credit Agreement
(as herein defined)), on the dates and in the principal amounts provided in the
Credit Agreement, and to pay interest on the unpaid principal amount owing
hereunder, at the rates and on the dates provided in the Credit Agreement.


 


The date, amount of each
Revolving Loan made by the Lender to the Borrower, and each payment made on
account of the principal thereof, shall be recorded by the Lender on its books
and, prior to any transfer of this Note, endorsed by the Lender on the schedule
attached hereto or any continuation thereof, provided that the failure of the
Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower to make a payment when due of any amount owing
under the Credit Agreement or hereunder in respect of the Revolving Loans made
by the Lender.


 


This Note is one of the
Revolving Notes referred to in the Second Amended and Restated Credit Agreement
dated as of October 1, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among the
Borrower, Corporate Office Properties Trust, the financial institutions party
thereto and their assignees under Section 12.5. thereof (the “Lenders”),
the Agent, and the other parties thereto. 
Capitalized terms used herein, and not otherwise defined herein, have
their respective meanings given them in the Credit Agreement.


 


The Credit Agreement
provides for the acceleration of the maturity of this Note upon the occurrence
of certain events and for prepayments of Loans upon the terms and conditions
specified therein.


 


Except as permitted by Section 12.5.
of the Credit Agreement, this Note may not be assigned by the Lender to any
other Person.


 


G-1

















 


THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


This Note is given in
replacement of a Note previously delivered to the Lender under the Existing
Credit Agreement (as defined in the Credit Agreement).  THIS NOTE IS NOT INTENDED TO BE, AND SHALL
NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN
CONNECTION WITH SUCH OTHER NOTE.


 


The Borrower hereby
waives presentment for payment, demand, notice of demand, notice of non-payment,
protest, notice of protest and all other similar notices.


 


Time is of the essence
for this Note.


 


IN WITNESS WHEREOF, the
undersigned has executed and delivered this Revolving Note under seal as of the
date first written above.


 


	
  

  	
  CORPORATE OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Corporate Office Properties Trust, its 

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


G-2

















 


SCHEDULE OF REVOLVING LOANS


 


This
Note evidences Revolving Loans made under the within-described Credit Agreement
to the Borrower, on the dates, in the principal amounts, bearing interest at
the rates and maturing on the dates set forth below, subject to the payments
and prepayments of principal set forth below:


 




	
   

  	
   

  	
  Principal

  	
   

  	
  Amount

  	
   

  	
  Unpaid

  	
   

  	
   

  	
   

  
	
  Date of

  	
   

  	
  Amount of

  	
   

  	
  Paid or

  	
   

  	
  Principal

  	
   

  	
  Notation

  	
   

  
	
  Loan

  	
   

  	
  Loan

  	
   

  	
  Prepaid

  	
   

  	
  Amount

  	
   

  	
  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


G-3
















 


EXHIBIT H


 


FORM OF
OPINION OF COUNSEL


 


[LETTERHEAD OF
COUNSEL TO THE LOAN PARTIES]


 


October 1,
2007


 


KeyBank National
Association, as Agent


127 Public Square, 8th Floor


Cleveland,
Ohio  44114


Attn:


 


The Lenders party
to the Credit Agreement

referred to below


 


Ladies and Gentlemen:


 


We have acted as counsel
to Corporate Office Properties, L.P., a limited partnership formed under the
laws of the State of Delaware (the “Borrower”) in connection with the
negotiation, execution and delivery of that certain Second Amended and Restated
Credit Agreement dated as of October 1, 2007 (the “Credit Agreement”), by
and among the Borrower, Corporate Office Properties Trust, the financial
institutions party thereto and their assignees under Section 12.5. thereof
(the “Lenders”), KeyBank National Association, as Agent (the “Agent”), and the
other parties thereto.  We have also
acted as counsel to each of the Guarantors listed on Schedule 1 attached
hereto (the “Guarantors”; together with the Borrower, the “Loan Parties”), in
connection with the Guaranty and the other Loan Documents identified below to
which they are party.  Capitalized terms
not otherwise defined herein have the respective meaning given them in the
Credit Agreement.


 


In these capacities, we
have reviewed executed copies of the following:


 


(a)                                  the Credit Agreement;


 


(b)                                 the Notes;


 


(c)                                  the Guaranty; and


 


(d)                                 [list other applicable Loan Documents].


 


The documents and
instruments set forth in items (a) through (d) above are referred to
herein as the “Loan Documents”.


 


H-1

















 


In addition to the
foregoing, we have reviewed the [articles or certificate of incorporation,
by-laws, declaration of trust, partnership agreement and limited liability
company operating agreement, as applicable,] of each Loan Party and certain
resolutions of the board of trustees or directors, as applicable, of each Loan
Party (collectively, the “Organizational Documents”) and have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, and other instruments, and made such other
investigations of law and fact, as we have deemed necessary or advisable for
the purposes of rendering this opinion. 
In our examination of documents, we assumed the genuineness of all
signatures on documents presented to us as originals (other than the signatures
of officers of the Loan Parties) and the conformity to originals of documents
presented to us as conformed or reproduced copies.


 


Based upon the foregoing,
and subject to all of the qualifications and assumptions set forth herein, we
are of the opinion that:


 


1.             The Parent is a real estate investment trust, duly
organized, validly existing and in good standing under the laws of the State of
Maryland, and has the power to execute and deliver, and to perform its
obligations under, the Loan Documents to which it is a party, to own and use
its assets, and to conduct its business as presently conducted.  The Parent is qualified to transact business as
a foreign real estate investment trust in the following jurisdictions:                                       .


 


2.             The Borrower is a limited partnership, duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and has the power to execute and deliver, and to perform its obligations under,
the Loan Documents to which it is a party, to own and use its assets, and to
conduct its business as presently conducted. 
The Borrower is qualified to transact business as a foreign limited
partnership in the following jurisdictions:                                       .


 


3.             [Insert separate paragraphs or Guarantors with different
corporate structure] Each [Guarantor] is a [corporation, trust, partnership or
limited liability company, as applicable,] duly organized or formed, validly
existing and in good standing under the laws of the State of its organization
or formation and has the power to execute and deliver, and to perform its
obligations under, the Loan Documents to which it is a party, to own and use
its assets, and to conduct its business as presently conducted.  Each [Guarantor] is qualified to transact
business as a foreign [corporation, trust, partnership or limited liability
company, as applicable,] in the indicated jurisdictions set forth on
Schedule I attached hereto.


 


4.             Each Loan Party has duly authorized the execution and
delivery of the Loan Documents to which it is a party and the performance by
such Loan Party of all of its obligations under each such Loan Document.


 


5.             Each Loan Party has duly executed and delivered the Loan
Documents to which it is a party.


 


H-2

















 


6.             The execution and delivery by each Loan Party of the
Loan Documents to which it is a party do not, and if each Loan Party were now
to perform its obligations under such Loan Documents, such performance would
not, result in any:


 


(a)           violation of such Loan Party’s
Organizational Documents;


 


(b)           violation of any existing federal or
state constitution, statute, regulation, rule, order, or law to which such Loan
Party or its assets are subject;


 


(c)           breach or violation of or default
under, any agreement, instrument, indenture or other document evidencing any
indebtedness for money borrowed or any other material agreement to which, to
our knowledge, such Loan Party is bound or under which a Loan Party or its
assets is subject;


 


(d)           creation or imposition of a lien or
security interest in, on or against the assets of such Loan Party under any
agreement, instrument, indenture or other document evidencing any indebtedness
for money borrowed or any other material agreement to which, to our knowledge,
such Loan Party is bound or under which a Loan Party or its assets is subject;
or


 


(e)           violation of any judicial or administrative
decree, writ, judgment or order to which, to our knowledge, such Loan Party or
its assets are subject.


 


7.             The execution, delivery and performance by each Loan
Party of each Loan Document to which it is a party, and the consummation of the
transactions thereunder, do not and will not require any registration with,
consent or approval of, or notice to, or other action to, with or by, any
Governmental Authority of the United States of America or the States of                    ,
                   
or                    .


 


8.             To our knowledge, there are no judgments outstanding
against any of the Loan Parties or affecting any of their respective assets,
nor is there any litigation or other proceeding against any of the Loan Parties
or its assets pending or overtly threatened, could reasonably be expected to
have a materially adverse effect on (a) the business, assets, liabilities,
condition (financial or otherwise), results of operations or business prospects
of the Borrower or any other Loan Party or (b) the validity or
enforceability of any of the Loan Documents.


 


9.             None of the Loan Parties is, or, after giving effect to
any Loan will be, subject to the Investment Company Act of 1940 or to any
federal or state statute or regulation limiting its ability to incur
indebtedness for borrowed money.


 


10.           No transfer, mortgage, intangible,
documentary stamp or similar taxes are payable by the Agent or the Lenders to
the States of              
or               
or any political subdivision thereof in connection with (a) the execution
and delivery of the Loan Documents or (b) the creation of the Indebtedness
and the other Obligations evidenced by any of the Loan Documents.


 


H-3

















 


11.           Assuming that Borrower applies the
proceeds of the Loans as provided in the Credit Agreement, the transactions
contemplated by the Loan Documents do not violate the provisions of Regulations
T, U or X of the Board of Governors of the Federal Reserve System of the United
States of America.


 


12.           The consideration to be paid to the
Agent and the Lenders for the financial accommodations to be provided to the
Loan Parties pursuant to the Credit Agreement does not violate any law of the
States of                
or                 
relating to interest and usury.


 


This opinion is limited
to the laws of the States of                     ,
                    
and                     
and the federal laws of the United States of America, and we express no
opinions with respect to the law of any other jurisdiction.


 


[Other Customary
Qualifications/Assumptions/Limitations]


 


This opinion is furnished
to you solely for your benefit in connection with the consummation of the
transactions contemplated by the Credit Agreement and may not be relied upon by
any other Person, other than an Assignee of a Lender, or for any other purpose
without our express, prior written consent.


 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF LAW FIRM]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  A Partner

  
				



 


H-4

















 


SCHEDULE 1


 


Guarantors


 


	
  Name

  	
   

  	
  Jurisdiction
  of Formation

  	
   

  	
  Jurisdictions
  of Foreign

  Qualification

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


H-5
















 


EXHIBIT I


 


FORM OF
COMPLIANCE CERTIFICATE


 


                 ,
200


 


KeyBank National
Association, as Agent


127 Public Square, 8th Floor


Cleveland, Ohio  44114


Attn:


 


Each
of the Lenders Party to the Credit Agreement

referred to below


 


Ladies and Gentlemen:


 


Reference is made to that
certain Second Amended and Restated Credit Agreement dated as of October 1,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among Corporate Office Properties, L.P.
(the “Borrower”), Corporate Office Properties Trust, the financial institutions
party thereto and their assignees under Section 12.5. thereof (the “Lenders”),
KeyBank National Association, as Agent (the “Agent”) and the other parties
thereto.  Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in
the Credit Agreement.


 


Pursuant to Section 8.3.
of the Credit Agreement, the undersigned hereby certifies to the Agent and the
Lenders as follows:


 


(1)           The undersigned is the                                
of the Borrower.


 


(2)           The undersigned has examined the
books and records of the Borrower and has conducted such other examinations and
investigations as are reasonably necessary to provide this Compliance Certificate.


 


(3)           No Default or Event of Default exists
[if such is not the case, specify such Default or
Event of Default and its nature, when it occurred and whether it is continuing
and the steps being taken by the Borrower with respect to such event, condition
or failure].


 


(4)           The representations and warranties
made or deemed made by the Borrower and the other Loan Parties in the Loan
Documents to which any is a party, are true and correct in all material
respects on and as of the date hereof except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and
accurate on and as of such earlier date).


 


I-1

















 


(5)           Attached hereto as Schedule 1
are reasonably detailed calculations establishing whether or not the Borrower
and its Subsidiaries were in compliance with the covenants contained in Section 9.1.
of the Credit Agreement.


 


IN WITNESS WHEREOF, the
undersigned has executed this certificate as of the date first above written.


 


 


	
  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


I-2

















 


Schedule
1


 


[Calculations
to be Attached]


 


I-3
















 


EXHIBIT J


 


FORM OF
GUARANTY


 


THIS GUARANTY dated as of
October 1, 2007, executed and delivered by each of the undersigned and the
other Persons from time to time party hereto pursuant to the execution and
delivery of an Accession Agreement in the form of Annex I hereto (all of the
undersigned, together with such other Persons each a “Guarantor” and
collectively, the “Guarantors”) in favor of (a) KEYBANK NATIONAL
ASSOCIATION its capacity as Agent (the “Agent”) for the Lenders under that
certain Second Amended and Restated Credit Agreement dated as of October 1,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among Corporate Office Properties, L.P.
(the “Borrower”), Corporate Office Properties Trust, the financial institutions
party thereto and their assignees under Section 12.5. thereof (the “Lenders”),
the Agent, and the other parties thereto, and (b) the Lenders and the
Swingline Lender.


 


WHEREAS, pursuant to the
Credit Agreement, the Agent, the Lenders and the Swingline Lender have agreed
to make available to the Borrower certain financial accommodations on the terms
and conditions set forth in the Credit Agreement;


 


WHEREAS, the Borrower and
each of the Guarantors, though separate legal entities, are mutually dependent
on each other in the conduct of their respective businesses as an integrated
operation and have determined it to be in their mutual best interests to obtain
financing from the Agent, the Lenders and the Swingline Lender through their
collective efforts;


 


WHEREAS, each Guarantor
acknowledges that it will receive direct and indirect benefits from the Agent,
the Lenders and the Swingline Lender making such financial accommodations
available to the Borrower under the Credit Agreement and, accordingly, each
Guarantor is willing to guarantee the Borrower’s obligations to the Agent, the
Lenders and the Swingline Lender on the terms and conditions contained herein;
and


 


WHEREAS, each Guarantor’s
execution and delivery of this Guaranty is a condition to the Agent and the
Lenders making, and continuing to make, such financial accommodations to the
Borrower.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each Guarantor, each Guarantor agrees as follows:


 


Section 1.  Guaranty.  Each Guarantor hereby absolutely, irrevocably
and unconditionally guaranties the due and punctual payment and performance
when due, whether at stated maturity, by acceleration or otherwise, of all of
the following (collectively referred to as the “Guarantied Obligations”): (a) all
indebtedness and obligations owing by the Borrower to any Lender, the Swingline
Lender or the Agent under or in connection with the Credit Agreement and any
other Loan Document, including without limitation, the repayment of all
principal of the Revolving Loans, Swingline Loans and the Reimbursement
Obligations, and the payment of all interest,


 


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Fees, charges, attorneys’
fees and other amounts payable to any Lender or the Agent thereunder or in
connection therewith; (b) any and all extensions, renewals, modifications,
amendments or substitutions of the foregoing; (c) all expenses, including,
without limitation, reasonable attorneys’ fees and disbursements, that are
incurred by the Lenders and the Agent in the enforcement of any of the
foregoing or any obligation of such Guarantor hereunder; and (d) all other
Obligations.


 


Section 2.  Guaranty of Payment and Not of Collection.  This Guaranty is a guaranty of payment, and
not of collection, and a debt of each Guarantor for its own account.  Accordingly, none of the Lenders, the
Swingline Lender or the Agent shall be obligated or required before enforcing
this Guaranty against any Guarantor: (a)  to pursue any right or remedy
any of them may have against the Borrower, any other Guarantor or any other
Person or commence any suit or other proceeding against the Borrower, any other
Guarantor or any other Person in any court or other tribunal; (b) to make
any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor
or any other Person; or (c) to make demand of the Borrower, any other
Guarantor or any other Person or to enforce or seek to enforce or realize upon
any collateral security held by the Lenders, the Swingline Lender or the Agent
which may secure any of the Guarantied Obligations.


 


Section 3.  Guaranty Absolute.  Each Guarantor guarantees that the Guarantied
Obligations will be paid strictly in accordance with the terms of the documents
evidencing the same, regardless of any Applicable Law now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Agent, the Lenders or the Swingline Lender with respect thereto.  The liability of each Guarantor under this
Guaranty shall be absolute, irrevocable and unconditional in accordance with
its terms and shall remain in full force and effect without regard to, and
shall not be released, suspended, discharged, terminated or otherwise affected
by, any circumstance or occurrence whatsoever, including without limitation,
the following (whether or not such Guarantor consents thereto or has notice
thereof):


 


(a)           (i) any change in the amount,
interest rate or due date or other term of any of the Guarantied Obligations, (ii) any
change in the time, place or manner of payment of all or any portion of the
Guarantied Obligations, (iii) any amendment or waiver of, or consent to
the departure from or other indulgence with respect to, the Credit Agreement,
any other Loan Document, or any other document or instrument evidencing or
relating to any Guarantied Obligations, or (iv) any waiver, renewal,
extension, addition, or supplement to, or deletion from, or any other action or
inaction under or in respect of, the Credit Agreement, any of the other Loan
Documents, or any other documents, instruments or agreements relating to the
Guarantied Obligations or any other instrument or agreement referred to therein
or evidencing any Guarantied Obligations or any assignment or transfer of any
of the foregoing;


 


(b)           any lack of validity or
enforceability of the Credit Agreement, any of the other Loan Documents, or any
other document, instrument or agreement referred to therein or evidencing any
Guarantied Obligations or any assignment or transfer of any of the foregoing;


 


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(c)           any furnishing to the Agent, the
Lenders or the Swingline Lender of any security for the Guarantied Obligations,
or any sale, exchange, release or surrender of, or realization on, any
collateral securing any of the Obligations;


 


(d)           any settlement or compromise of any
of the Guarantied Obligations, any security therefor, or any liability of any
other party with respect to the Guarantied Obligations, or any subordination of
the payment of the Guarantied Obligations to the payment of any other liability
of the Borrower or any other Loan Party;


 


(e)           any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceeding relating to such Guarantor, the Borrower, any other Loan Party or
any other Person, or any action taken with respect to this Guaranty by any
trustee or receiver, or by any court, in any such proceeding;


 


(f)            any act or failure to act by the
Borrower, any other Loan Party or any other Person which may adversely affect
such Guarantor’s subrogation rights, if any, against the Borrower to recover
payments made under this Guaranty;


 


(g)           any nonperfection or impairment of
any security interest or other Lien on any collateral, if any, securing in any
way any of the Obligations;


 


(h)           any application of sums paid by the
Borrower, any other Guarantor or any other Person with respect to the
liabilities of the Borrower to the Agent, the Lenders or the Swingline Lender,
regardless of what liabilities of the Borrower remain unpaid;


 


(i)            any defect, limitation or
insufficiency in the borrowing powers of the Borrower or in the exercise
thereof; or


 


(j)            any other circumstance which might
otherwise constitute a defense available to, or a discharge of, a Guarantor
hereunder (other than indefeasible payment and performance in full).


 


Section 4.  Action with Respect to Guarantied
Obligations.  The Lenders and the
Agent may, at any time and from time to time, without the consent of, or notice
to, any Guarantor, and without discharging any Guarantor from its obligations
hereunder, take any and all actions described in Section 3 and may
otherwise: (a) amend, modify, alter or supplement the terms of any of the
Guarantied Obligations, including, but not limited to, extending or shortening
the time of payment of any of the Guarantied Obligations or changing the
interest rate that may accrue on any of the Guarantied Obligations; (b) amend,
modify, alter or supplement the Credit Agreement or any other Loan Document; (c) sell,
exchange, release or otherwise deal with all, or any part, of any collateral
securing any of the Obligations; (d) release any other Loan Party or other
Person liable in any manner for the payment or collection of the Guarantied
Obligations; (e) exercise, or refrain from exercising, any rights against
the Borrower, any other Guarantor or any other Person; and (f) apply any
sum, by whomsoever paid or however realized, to the Guarantied Obligations in
such order as the Lenders shall elect.


 


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Section 5.  Representations and Warranties.  Each Guarantor hereby makes to the Agent, the
Lenders and the Swingline Lender all of the representations and warranties made
by the Borrower with respect to or in any way relating to such Guarantor in the
Credit Agreement and the other Loan Documents, as if the same were set forth
herein in full.


 


Section 6.  Covenants.  Each Guarantor will comply with all covenants
which the Borrower is to cause such Guarantor to comply with under the terms of
the Credit Agreement or any of the other Loan Documents.


 


Section 7.  Waiver.  Each Guarantor, to the fullest extent
permitted by Applicable Law, hereby waives notice of acceptance hereof or any
presentment, demand, protest or notice of any kind, and any other act or thing,
or omission or delay to do any other act or thing, which in any manner or to
any extent might vary the risk of such Guarantor or which otherwise might
operate to discharge such Guarantor from its obligations hereunder.


 


Section 8.  Inability to Accelerate Loan.  If the Agent, the Swingline Lender and/or the
Lenders are prevented under Applicable Law or otherwise from demanding or
accelerating payment of any of the Guarantied Obligations by reason of any
automatic stay or otherwise, the Agent, the Swingline Lender and/or the Lenders
shall be entitled to receive from each Guarantor, upon demand therefor, the
sums which otherwise would have been due had such demand or acceleration
occurred.


 


Section 9.  Reinstatement of Guarantied Obligations.  If claim is ever made on the Agent, any
Lender or the Swingline Lender for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guarantied Obligations,
and the Agent, such Lender or the Swingline Lender repays all or part of said
amount by reason of (a) any judgment, decree or order of any court or
administrative body of competent jurisdiction, or (b) any settlement or
compromise of any such claim effected by the Agent, such Lender or the
Swingline Lender with any such claimant (including the Borrower or a trustee in
bankruptcy for the Borrower), then and in such event each Guarantor agrees that
any such judgment, decree, order, settlement or compromise shall be binding on
it, notwithstanding any revocation hereof or the cancellation of the Credit
Agreement, any of the other Loan Documents, or any other instrument evidencing
any liability of the Borrower, and such Guarantor shall be and remain liable to
the Agent, such Lender or the Swingline Lender for the amounts so repaid or
recovered to the same extent as if such amount had never originally been paid
to the Agent, such Lender or the Swingline Lender.


 


Section 10.  Subrogation.  Upon the making by any Guarantor of any
payment hereunder for the account of the Borrower, such Guarantor shall be
subrogated to the rights of the payee against the Borrower; provided, however,
that such Guarantor shall not enforce any right or receive any payment by way
of subrogation or otherwise take any action in respect of any other claim or
cause of action such Guarantor may have against the Borrower arising by reason
of any payment or performance by such Guarantor pursuant to this Guaranty,
unless and until all of the Guarantied Obligations have been indefeasibly paid
and performed in full.  If any amount
shall be paid to such Guarantor on account of or in respect of such subrogation
rights or other claims or causes of action, such Guarantor shall hold such amount
in trust for the benefit of the Agent,


 


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the Lenders and the
Swingline Lender and shall forthwith pay such amount to the Agent to be
credited and applied against the Guarantied Obligations, whether matured or
unmatured, in accordance with the terms of the Credit Agreement or to be held
by the Agent as collateral security for any Guarantied Obligations existing.


 


Section 11.  Payments Free and Clear.  All sums payable by each Guarantor hereunder,
whether of principal, interest, Fees, expenses, premiums or otherwise, shall be
paid in full, without set-off or counterclaim or any deduction or withholding
whatsoever (including any Taxes), and if any Guarantor is required by
Applicable Law or by a Governmental Authority to make any such deduction or
withholding, such Guarantor shall pay to the Agent, the Lenders and the
Swingline Lender such additional amount as will result in the receipt by the
Agent, the Lenders and the Swingline Lender of the full amount payable
hereunder had such deduction or withholding not occurred or been required.


 


Section 12.  Set-off.  In addition to any rights now or hereafter
granted under any of the other Loan Documents or Applicable Law and not by way
of limitation of any such rights, each Guarantor hereby authorizes the Agent
and each Lender, at any time during the continuance of an Event of Default,
without any prior notice to such Guarantor or to any other Person, any such
notice being hereby expressly waived, but in the case of a Lender or
Participant subject to receipt of the prior written consent of the Agent
exercised in its sole discretion, to set off and to appropriate and to apply
any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or
unmatured) and any other indebtedness at any time held or owing by the Agent,
such Lender, or any affiliate of the Agent or such Lender, to or for the credit
or the account of such Guarantor against and on account of any of the
Guarantied Obligations, although such obligations shall be contingent or
unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable
Law, that any Participant may exercise rights of setoff or counterclaim and
other rights with respect to its participation as fully as if such Participant
were a direct creditor of such Guarantor in the amount of such participation.


 


Section 13.  Subordination.  Each Guarantor hereby expressly covenants and
agrees for the benefit of the Agent, the Lenders and the Swingline Lender that
all obligations and liabilities of the Borrower to such Guarantor of whatever
description, including without limitation, all intercompany receivables of such
Guarantor from the Borrower (collectively, the “Junior Claims”) shall be
subordinate and junior in right of payment to all Guarantied Obligations.  If an Event of Default shall exist, then no
Guarantor shall accept any direct or indirect payment (in cash, property or
securities, by setoff or otherwise) from the Borrower on account of or in any
manner in respect of any Junior Claim until all of the Guarantied Obligations
have been indefeasibly paid in full.


 


Section 14.  Avoidance Provisions.  It is the intent of each Guarantor, the
Agent, the Lenders and the Swingline Lender that in any Proceeding, such
Guarantor’s maximum obligation hereunder shall equal, but not exceed, the
maximum amount which would not otherwise cause the obligations of such
Guarantor hereunder (or any other obligations of such Guarantor to the Agent,
the Lenders and the Swingline Lender) to be avoidable or unenforceable against
such Guarantor in such Proceeding as a result of Applicable Law, including
without limitation,


 


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(a) Section 548
of the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”) and (b) any
state fraudulent transfer or fraudulent conveyance act or statute applied in
such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code
or otherwise.  The Applicable Laws under
which the possible avoidance or unenforceability of the obligations of such
Guarantor hereunder (or any other obligations of such Guarantor to the Agent,
the Lenders and the Swingline Lender) shall be determined in any such
Proceeding are referred to as the “Avoidance Provisions”.  Accordingly, to the extent that the
obligations of any Guarantor hereunder would otherwise be subject to avoidance
under the Avoidance Provisions, the maximum Guarantied Obligations for which
such Guarantor shall be liable hereunder shall be reduced to that amount which,
as of the time any of the Guarantied Obligations are deemed to have been
incurred under the Avoidance Provisions, would not cause the obligations of
such Guarantor hereunder (or any other obligations of such Guarantor to the
Agent, the Lenders and the Swingline Lender), to be subject to avoidance under
the Avoidance Provisions.  This Section is
intended solely to preserve the rights of the Agent, the Lenders and the
Swingline Lender hereunder to the maximum extent that would not cause the
obligations of any Guarantor hereunder to be subject to avoidance under the
Avoidance Provisions, and no Guarantor or any other Person shall have any right
or claim under this Section as against the Agent, the Lenders and the
Swingline Lender that would not otherwise be available to such Person under the
Avoidance Provisions.


 


Section 15.  Information.  Each Guarantor assumes all responsibility for
being and keeping itself informed of the financial condition of the Borrower
and the other Guarantors, and of all other circumstances bearing upon the risk
of nonpayment of any of the Guarantied Obligations and the nature, scope and
extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that none of the Agent, the Lenders or the Swingline Lender shall have
any duty whatsoever to advise any Guarantor of information regarding such
circumstances or risks.


 


Section 16.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


SECTION 17.  WAIVER OF JURY TRIAL.


 


(a)           EACH PARTY HERETO ACKNOWLEDGES THAT
ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF
THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND
WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES.  ACCORDINGLY, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND EACH GUARANTOR HEREBY WAIVES
ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE
IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST
ANY PARTY HERETO ARISING OUT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR
AMONG ANY GUARANTOR, THE AGENT OR


 


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ANY OF THE LENDERS OF ANY
KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.


 


(b)           EACH OF THE GUARANTORS, THE AGENT AND
EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT LOCATED IN THE
SOUTHERN DISTRICT OF NEW YORK OR, ANY STATE COURT LOCATED IN THE BOROUGH OF
MANHATTAN, NEW YORK, NEW YORK, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE
ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE
LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM.  EACH GUARANTOR AND EACH OF THE LENDERS
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR
DISPUTES.  EACH PARTY FURTHER WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE
SAME.  THE CHOICE OF FORUM SET FORTH IN
THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY
THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY
JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)           THE PROVISIONS OF THIS SECTION HAVE
BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL
UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT
OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE
TERMINATION OF THIS GUARANTY.


 


Section 18.  Loan Accounts.  The Agent, each Lender and the Swingline
Lender may maintain books and accounts setting forth the amounts of principal,
interest and other sums paid and payable with respect to the Guarantied
Obligations, and in the case of any dispute relating to any of the outstanding
amount, payment or receipt of any of the Guarantied Obligations or otherwise,
the entries in such books and accounts shall be deemed conclusive evidence of
the amounts and other matters set forth herein, absent manifest error.  The failure of the Agent, any Lender or the
Swingline Lender to maintain such books and accounts shall not in any way
relieve or discharge any Guarantor of any of its obligations hereunder.


 


Section 19.  Waiver of Remedies.  No delay or failure on the part of the Agent,
any Lender or the Swingline Lender in the exercise of any right or remedy it
may have against any Guarantor hereunder or otherwise shall operate as a waiver
thereof, and no single or partial exercise by the Agent, any Lender or the
Swingline Lender of any such right or remedy shall preclude any other or
further exercise thereof or the exercise of any other such right or remedy.


 


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Section 20.  Termination.  This Guaranty shall remain in full force and
effect until indefeasible payment in full of the Guarantied Obligations and the
other Obligations and the termination or cancellation of the Credit Agreement
in accordance with its terms.


 


Section 21.  Successors and Assigns.  Each reference herein to the Agent or the
Lenders shall be deemed to include such Person’s respective successors and
assigns (including, but not limited to, any holder of the Guarantied
Obligations) in whose favor the provisions of this Guaranty also shall inure,
and each reference herein to each Guarantor shall be deemed to include such
Guarantor’s successors and assigns, upon whom this Guaranty also shall be
binding.  The Lenders and the Swingline
Lender may, in accordance with the applicable provisions of the Credit
Agreement, assign, transfer or sell any Guarantied Obligation, or grant or sell
participations in any Guarantied Obligations, to any Person without the consent
of, or notice to, any Guarantor and without releasing, discharging or modifying
any Guarantor’s obligations hereunder. 
Subject to Section 12.8. of the Credit Agreement, each Guarantor
hereby consents to the delivery by the Agent or any Lender to any Eligible
Assignee or Participant (or any prospective Eligible Assignee or Participant)
of any financial or other information regarding the Borrower or any
Guarantor.  No Guarantor may assign or
transfer its obligations hereunder to any Person without the prior written
consent of all Lenders and any such assignment or other transfer to which all
of the Lenders have not so consented shall be null and void.


 


Section 22.  JOINT AND SEVERAL OBLIGATIONS.  THE OBLIGATIONS OF THE GUARANTORS HEREUNDER
SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS
LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE
OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.


 


Section 23.  Amendments.  This Guaranty may not be amended except in
writing signed by the Requisite Lenders (or all of the Lenders if required
under the terms of the Credit Agreement), the Agent and each Guarantor.


 


Section 24.  Payments.  All payments to be made by any Guarantor
pursuant to this Guaranty shall be made in Dollars, in immediately available
funds to the Agent at the Principal Office, not later than 2:00 p.m. on
the date of demand therefor.


 


Section 25.  Notices.  All notices, requests and other
communications hereunder shall be in writing (including facsimile transmission
or similar writing) and shall be given (a) to each Guarantor at its
address set forth below its signature hereto, (b) to the Agent, any Lender
or the Swingline Lender at its respective address for notices provided for in
the Credit Agreement, or (c) as to each such party at such other address
as such party shall designate in a written notice to the other parties.  Each such notice, request or other
communication shall be effective (i) if mailed, when received or when
receipt is refused; (ii) if telecopied, when transmitted; or (iii) if
hand delivered, when delivered; provided, however, that any notice of a change
of address for notices shall not be effective until received.


 


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Section 26.  Severability.  In case any provision of this Guaranty shall
be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


Section 27.  Headings.  Section headings used in this Guaranty
are for convenience only and shall not affect the construction of this
Guaranty.


 


Section 28.  Limitation of Liability.  Neither the Agent nor any Lender, nor any
affiliate, officer, director, employee, attorney, or agent of the Agent or any
Lender, shall have any liability with respect to, and each Guarantor hereby
waives, releases, and agrees not to sue any of them upon, any claim for any
special, indirect, incidental, or consequential damages suffered or incurred by
a Guarantor in connection with, arising out of, or in any way related to, this
Guaranty or any of the other Loan Documents, or any of the transactions
contemplated by this Guaranty, the Credit Agreement or any of the other Loan
Documents.  Each Guarantor hereby waives,
releases, and agrees not to sue the Agent or any Lender or any of the Agent’s
or any Lender’s affiliates, officers, directors, employees, attorneys, or
agents for punitive damages in respect of any claim in connection with, arising
out of, or in any way related to, this Guaranty, the Credit Agreement or any of
the other Loan Documents, or any of the transactions contemplated by Credit
Agreement or financed thereby.


 


Section 29.  Definitions.  (a) For the purposes of this Guaranty:


 


“Proceeding” means
any of the following: (i) a voluntary or involuntary case concerning any
Guarantor shall be commenced under the Bankruptcy Code of 1978, as amended; (ii) a
custodian (as defined in such Bankruptcy Code or any other applicable
bankruptcy laws) is appointed for, or takes charge of, all or any substantial
part of the property of any Guarantor; (iii) any other proceeding under
any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up or composition for adjustment of debts, whether now
or hereafter in effect, is commenced relating to any Guarantor; (iv) any
Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or
other order approving any such case or proceeding is entered by a court of
competent jurisdiction; (vi) any Guarantor makes a general assignment for
the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall
state that it is unable to pay, or shall be unable to pay, its debts generally
as they become due; (viii) any Guarantor shall call a meeting of its
creditors with a view to arranging a composition or adjustment of its debts; (ix) any
Guarantor shall by any act or failure to act indicate its consent to, approval
of or acquiescence in any of the foregoing; or (x) any corporate action
shall be taken by any Guarantor for the purpose of effecting any of the
foregoing.


 


(b)           Terms not otherwise defined herein
are used herein with the respective meanings given them in the Credit
Agreement.


 


[Signature on Next
Page]


 


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IN WITNESS WHEREOF, each
Guarantor has duly executed and delivered this Guaranty as of the date and year
first written above.


 


	
  

  	
   

  	
  CORPORATE OFFICE
  PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [OTHER
  GUARANTORS]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for
  Notices for all Guarantors:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Corporate
  Office Properties, L.P.

  
	
   

  	
   

  	
  6711 Columbia
  Gateway Drive, Suite 300

  
	
   

  	
   

  	
  Columbia,
  Maryland 21046

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
  Telephone Number: (443) 285-5400

  
	
   

  	
   

  	
  Telecopy Number: (443) 285-7650

  



 


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ANNEX I


 


FORM OF
ACCESSION AGREEMENT


 


THIS ACCESSION AGREEMENT
dated as of                  ,
200    , executed and delivered by                          ,
a                      
(the “New Guarantor”), in favor of (a) KEYBANK NATIONAL ASSOCIATION, in
its capacity as Agent (the “Agent”) for the Lenders under that certain Second
Amended and Restated Credit Agreement dated as of October 1, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among Corporate Office Properties, L.P. (the “Borrower”),
Corporate Office Properties Trust, the financial institutions party thereto and
their assignees under Section 12.5. thereof (the “Lenders”), the Agent,
and the other parties thereto, and (b) the Lenders and the Swingline
Lender.


 


WHEREAS, pursuant to the
Credit Agreement, the Agent, the Lenders and the Swingline Lender have agreed
to make available to the Borrower certain financial accommodations on the terms
and conditions set forth in the Credit Agreement;


 


WHEREAS, the Borrower,
the New Guarantor, and the existing Guarantors, though separate legal entities,
are mutually dependent on each other in the conduct of their respective
businesses as an integrated operation and have determined it to be in their
mutual best interests to obtain financing from the Agent, the Lenders and the
Swingline Lender through their collective efforts;


 


WHEREAS, the New
Guarantor acknowledges that it will receive direct and indirect benefits from
the Agent, the Lenders and the Swingline Lender making such financial
accommodations available to the Borrower under the Credit Agreement and,
accordingly, the New Guarantor is willing to guarantee the Borrower’s
obligations to the Agent, the Lenders and the Swingline Lender on the terms and
conditions contained herein; and


 


WHEREAS, the New
Guarantor’s execution and delivery of this Agreement is a condition to the
Agent, the Lenders and the Swingline Lender continuing to make such financial
accommodations to the Borrower.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the New Guarantor, the New Guarantor agrees as follows:


 


Section 1.  Accession to Guaranty.  The New Guarantor hereby agrees that it is a “Guarantor”
under that certain Guaranty dated as of October 1, 2007 (as amended,
supplemented, restated or otherwise modified from time to time, the “Guaranty”),
made by each Subsidiary of the Borrower a party thereto in favor of the Agent,
the Lenders and the Swingline Lender and assumes all obligations of a “Guarantor”
thereunder, all as if the New Guarantor had been an original signatory to the
Guaranty.  Without limiting the
generality of the foregoing, the New Guarantor hereby:


 


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(a)           irrevocably and unconditionally
guarantees the due and punctual payment and performance when due, whether at
stated maturity, by acceleration or otherwise, of all Guarantied Obligations
(as defined in the Guaranty);


 


(b)           makes to the Agent, the Lenders and
the Swingline Lender as of the date hereof each of the representations and
warranties contained in Section 5 of the Guaranty and agrees to be bound
by each of the covenants contained in Section 6 of the Guaranty; and


 


(c)           consents and agrees to each provision
set forth in the Guaranty.


 


SECTION 2.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 3.  Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have their respective defined meanings given
them in the Credit Agreement.


 


[Signatures on
Next Page]


 


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IN WITNESS WHEREOF, the
New Guarantor has caused this Accession Agreement to be duly executed and
delivered under seal by its duly authorized officers as of the date first
written above.


 


	
  

  	
   

  	
  [NEW GUARANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Corporate
  Office Properties, L.P.

  
	
   

  	
   

  	
  6711 Columbia
  Gateway Drive, Suite 300

  
	
   

  	
   

  	
  Columbia,
  Maryland 21046

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
  Telephone Number:     (443)            
  

  
	
   

  	
   

  	
  Telecopy Number:       (443)              
  

  



 


	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KEYBANK NATIONAL ASSOCIATION,

  as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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EXHIBIT K


 


Patriot Act and OFAC Transferee and Assignee Identifying
Information Form


 


1.                                      Patriot Act Checklist


 


	
  ADDITIONAL LENDER REQUIRED INFORMATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Identification

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)    (US Company) TIN

  	
   

  	
  (a)

  
	
  (b)    (Non-US) Gov’t issued
  document certifying existence

  	
   

  	
  (b)

  
	
   

  	
   

  	
   

  
	
  Phone Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BUSINESS REPRESENTATIVE REQUIRED INFORMATION PERSON WHO WILL
  EXECUTE DOCUMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Residential Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Birth

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Form of Identification

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)    (US
  Citizen) Social Security Number

  	
   

  	
  (a)

  
	
  (b)    (No-US) TIN, Passport Number (country of

  issuance, number & date), or Alien Identification Number

  	
   

  	
  (b)

  



 


2.             OFAC Checklist:


 


	
  Name:

  	
   

  
	
   

  	
   

  
	
  Co-Lenders

  	
   

  
	
   

  	
   

  
	
  General Partner/Managing Member/Trustee

  	
   

  
	
   

  	
   

  
	
  Limited Partners/Members/Beneficiaries

  	
   

  



 


K-1