Exhibit 10.1


 


Execution Copy


 


$200,000,000 AGGREGATE
PRINCIPAL AMOUNT


 


CORPORATE OFFICE
PROPERTIES, L.P.


 


4.25% EXCHANGEABLE
SENIOR NOTES DUE 2030


 


Registration Rights
Agreement


 


dated April 7,
2010


 


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REGISTRATION RIGHTS
AGREEMENT, dated as of April 7, 2010, among Corporate Office Properties,
L.P., a Delaware limited partnership (the “Operating Partnership”),
Corporate Office Properties Trust, a Maryland real estate investment trust (the
“Company”), J.P. Morgan Securities Inc.
and RBC Capital Markets Corporation, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as
defined below).


 


Pursuant to the Purchase
Agreement, dated as of March 31, 2010, among the Company, the
Representatives and the Initial Purchasers (the “Purchase
Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes (as defined below), the
Initial Purchasers have agreed to purchase from the Operating Partnership
$200,000,000 ($240,000,000 if the Initial Purchasers exercise their option in
full) in aggregate principal amount of 4.25% Exchangeable Senior Notes due 2030
(the “Notes”).  The Notes will be exchangeable, subject to
the terms thereof, into cash and fully paid, nonassessable common shares, par
value $0.01 per share, of the Company (the “Common
Shares”), as provided in the Indenture (as defined below).  The Notes will be fully and unconditionally
guaranteed as to the payment of principal and interest by the Company.  To induce the Initial Purchasers to purchase
the Notes, the Company has agreed to provide the registration rights set forth
in this Agreement whereby the Company agrees with you for your benefit and the
benefit of the holders from time to time of the Notes (including the Initial
Purchasers) (each a “Holder” and,
collectively, the “Holders”), as
follows:


 


1.                                       Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“Act”
shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Affiliate”
shall have the meaning specified in Rule 405 under the Act and the terms “controlling” and “controlled”
shall have meanings correlative thereto.


 


“Automatic
Shelf Registration Statement” shall mean a Registration Statement
filed by a Well-Known Seasoned Issuer which shall become effective upon filing
thereof pursuant to General Instruction I.D for Form S-3.


 


“Broker-Dealer”
shall mean any broker or dealer registered as such under the Exchange Act.


 


“Business Day”
shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by
law to close in New York City.


 


“Closing Date”
shall mean the date of the first issuance of the Notes.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Note”
shall have the meaning set forth in the preamble.


 


“Deferral
Period” shall have the meaning set forth in Section 3(i) hereof.


 


“DTC”
shall mean The Depository Trust Company, New York, New York.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


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“Exchange
Price” shall have the meaning specified in the Indenture.


 


“Final
Memorandum” shall mean the offering memorandum, dated March 31,
2010, relating to the offering of the Notes, including any and all annexes
thereto and any information incorporated by reference therein as of such date.


 


“FINRA Rules”
shall mean the Conduct Rules and the By-Laws of the Financial Industry
Regulatory Authority, Inc.


 


“Free Writing
Prospectus” shall mean a free writing prospectus, as defined in Rule 405
under the Act.


 


“Holder”
shall have the meaning set forth in the preamble hereto.


 


“Indenture”
shall mean the Indenture relating to the Notes, dated as of April 7, 2010,
by and among the Operating Partnership, the Company, as guarantor, and Wells
Fargo Bank, N.A., as trustee, as the same may be amended from time to time in
accordance with the terms thereof.


 


“Initial
Placement” shall have the meaning set forth in the preamble hereto.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble hereto.


 


“Issuer Free
Writing Prospectus” shall mean an issuer free writing prospectus, as
defined in Rule 433 under the Act.


 


“Losses”
shall have the meaning set forth in Section 5(a) hereof.


 


“Majority
Holders” shall mean, on any date, Holders of a majority of the
Common Shares registered under the Shelf Registration Statement.


 


“Managing Underwriters”
shall mean the investment banker or investment bankers and manager or managers
that administer an underwritten offering, if any, conducted pursuant to Section 6
hereof.


 


“Notice and Questionnaire” shall mean a written notice
delivered to the Company substantially in the form attached as Annex A to the
Final Memorandum.


 


“Notice
Holder” shall mean, on any date, any Holder of Registrable
Securities that has delivered a Notice and Questionnaire to the Company on or
prior to such date.


 


“Prospectus”
shall mean a prospectus included in the Shelf Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A or Rule 430B under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Common Shares covered by the Shelf
Registration Statement, and all amendments and supplements thereto, including
any and all exhibits thereto and any information incorporated by reference
therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble hereto.


 


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“Registrable
Securities” shall mean Common Shares initially issuable in exchange
for the Notes initially sold to the Initial Purchasers pursuant to the Purchase
Agreement other than those that have (i) been registered under the Shelf
Registration Statement and disposed of in accordance therewith, (ii) have
become eligible to be sold without restriction as contemplated by Rule 144
under the Act or any successor rule or regulation thereto that may be
adopted by the Commission and (iii) ceased to be outstanding.


 


“Registration
Default Damages” shall have the meaning set forth in Section 7
hereof.


 


“Registration Expenses” shall mean any and all expenses
incident to performance of or compliance by the Company and the Operating
Partnership with this Agreement, including without limitation: (i) all
Commission or Financial Industry Regulatory Authority, Inc. (“FINRA”) registration and filing fees,
including, if applicable, the fees and expenses of any “qualified independent
underwriter” (and its counsel) that is required to be retained by any Holder of
Registrable Securities in accordance with the rules and regulations of the
FINRA, (ii) all fees and expenses incurred in connection with compliance
with state securities or blue sky laws (including reasonable fees and
disbursements of one counsel for all underwriters or Holders as a group in
connection with blue sky qualification of any of the Registrable Securities)
and compliance with the rules of the FINRA, (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Shelf Registration Statement, any Prospectus and any
amendments or supplements thereto, and in preparing or assisting in preparing,
printing and distributing any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) the fees and disbursements of counsel for the
Company, the Operating Partnership and of the independent certified public
accountants of the Company and the Operating Partnership, including the
expenses of any “cold comfort” letters required by or incident to the
performance of and compliance with this Agreement, and (v) the reasonable
fees and expenses of any special experts retained by the Company or the
Operating Partnership in connection with the Shelf Registration Statement.


 


“Shelf
Registration Period” shall have the meaning set forth in Section 2(c) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement
of the Company pursuant to the provisions of Section 2 hereof which covers
some or all of the Common Shares on an appropriate form under Rule 415
under the Act, or any similar rule that may be adopted by the Commission,
amendments and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“Underwriter”
shall mean any underwriter of Common Shares in connection with an offering
thereof under the Shelf Registration Statement.


 


“Well-Known
Seasoned Issuer” or “WKSI” shall
have the meaning set forth in Rule 405 under the Act.


 


2.                                       Shelf
Registration.  (a) The
Company shall as promptly as practicable (but in no event more than 90 days
after the Closing Date) file with the Commission a Shelf Registration Statement
(which shall be, if the Company is, on the date of such filing, a WKSI, an
Automatic Shelf Registration Statement) providing for the registration of, and
the sale on a continuous or delayed basis by the Holders of, all of the
Registrable Securities, from time to time in accordance with the methods of
distribution elected by such Holders, pursuant to Rule 415 under the Act
or any similar rule that may be adopted by the Commission.


 


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(b)                                 If the Shelf
Registration Statement is not an Automatic Shelf Registration Statement, the
Company shall use its reasonable efforts to cause the Shelf Registration
Statement to become or be declared effective under the Act no later than 180
days after the Closing Date.


 


(c)                                  The Company
shall use its reasonable efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the Act, in
order to permit the Prospectus forming part thereof to be usable by Holders for
a period (the “Shelf Registration Period”) from
the date the Shelf Registration Statement is declared effective by the
Commission (or becomes effective in the case of an Automatic Shelf Registration
Statement) until the earlier of (i) the 20th trading day immediately
following the maturity date of the Notes or (ii) the date upon which there
are no Notes or Registrable Securities outstanding.  The Company shall be deemed not to have used
its reasonable efforts to keep the Shelf Registration Statement effective
during the Shelf Registration Period if it voluntarily takes any action that
would result in Holders of Registrable Securities not being able to offer and
sell such Common Shares at any time during the Shelf Registration Period,
unless such action is (x) required by applicable law or otherwise
undertaken by the Company in good faith and for valid business reasons (not
including avoidance of the Company’s obligations hereunder), including the
acquisition or divestiture of assets, or (y) permitted by Section 3(i) hereof.  None of the Company, the Operating
Partnership or any of their respective securityholders (other than Holders of
Registrable Securities) shall have the right to include any securities of
the Company or the Operating Partnership in any Shelf Registration Statement
(other than an Automatic Shelf Registration Statement) other than
Registrable Securities.


 


(d)                                 The Company
shall cause the Shelf Registration Statement and the related Prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, (i) to comply in
all material respects with the applicable requirements of the Act; and (ii) not
to contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading.


 


(e)                                  The Company
shall issue a press release through a reputable national newswire service
announcing the anticipated effective date of the Shelf Registration Statement
as promptly as practicable prior to the anticipated effective date thereof.  Each Holder of Registrable Securities agrees
to deliver a Notice and Questionnaire and such other information as the Company
may reasonably request in writing, if any, to the Company at least 10 Business
Days prior to the anticipated effective date of the Shelf Registration
Statement as announced in the press release. 
From and after the effective date of the Shelf Registration Statement,
the Company shall use reasonable efforts, as promptly as is practicable after
the date a Notice and Questionnaire is delivered to the Company by a Holder,
and in any event within 20 Business Days after such date, (i) (A) if
required by applicable law, to file with the Commission a post-effective
amendment to the Shelf Registration Statement or (B) to prepare and, if
permitted or required by applicable law, to file a supplement to the related
Prospectus or an amendment or supplement to any document incorporated therein
by reference or file any other required document so that the Holder delivering
such Notice and Questionnaire is named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus, and so that such Holder is
permitted to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company shall file a
post-effective amendment to the Shelf Registration Statement, use reasonable
efforts to cause such post-effective amendment to be declared effective under
the Act as promptly as is practicable; provided, that the Company shall
not be required to file more than one post-effective amendment or supplement to
the related Prospectus in any 90-day period in accordance with this Section 2(e)(i);
(ii) provide such Holder, upon request, copies of any documents filed
pursuant to Section 2(e)(i) hereof; and (iii) notify such Holder
as promptly as practicable after the effectiveness under the Act of any
post-effective amendment 


 


5

















 


filed pursuant to Section 2(e)(i) hereof;
provided, that if such Notice and Questionnaire is delivered during a
Deferral Period, the Company shall so inform the Holder delivering such Notice
and Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section 3(i) hereof.  Notwithstanding anything contained herein to
the contrary, the Company shall be under no obligation to name any Holder that
is not a Notice Holder as a selling securityholder in the Shelf Registration
Statement or related Prospectus; provided,
however, that any Holder that
becomes a Notice Holder pursuant to the provisions of this Section 2(e) (whether
or not such Holder was a Notice Holder at the effective date of the Shelf
Registration Statement) shall be named as a selling securityholder in the
Shelf Registration Statement or related Prospectus in accordance with the
requirements of this Section 2(e). 
Notwithstanding the foregoing, if (A) the Notes are called for
redemption and the then prevailing market price of the Common Shares is above
the Exchange Price or (B) the Notes are exchanged as provided for in Section 13.01(b),
13.01(c) or 13.01(d) of the Indenture, then the Company shall use
reasonable efforts to file the post-effective amendment or supplement within
five Business Days of the redemption date or the end of the exchange period, as
applicable.


 


3.                                       Registration
Procedures.  The
following provisions shall apply in connection with the Shelf Registration
Statement.


 


(a)                                  The Company
shall:


 


(i)                                     furnish to each
of the Representatives and, upon request, to counsel for the Notice Holders,
not less than five Business Days prior to the filing thereof with the
Commission, a copy of the Shelf Registration Statement and each amendment
thereto and each amendment or supplement, if any, to the Prospectus included
therein (including all documents incorporated by reference therein after the
initial filing) and shall use its reasonable efforts to reflect in each such
document, when so filed with the Commission, such comments as the Representatives
reasonably propose; and


 


(ii)                                  include
information regarding the Notice Holders and the reasonable methods of
distribution they have elected for their Registrable Securities provided to the
Company in Notices and Questionnaires as necessary to permit such distribution
by the methods specified therein.


 


(b)                                 The Company
shall ensure that:


 


(i)                                     the Shelf
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any amendment or supplement thereto complies in all material
respects with the Act; and


 


(ii)                                  the Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.


 


(c)                                  The Company
shall advise the Representatives, the Notice Holders and any underwriter that
has provided in writing to the Company a telephone or facsimile number and
address for notices, and confirm such advice in writing, if requested (which
notice pursuant to clauses (ii)-(v) of this Section 3(c) shall
be accompanied by an instruction to suspend the use of the Prospectus until the
Company shall have remedied the basis for such suspension):


 


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(i)                                     when the Shelf
Registration Statement and any amendment thereto has been filed with the
Commission and when the Shelf Registration Statement or any post-effective
amendment thereto has become effective;


 


(ii)                                  of any request
by the Commission for any amendment or supplement to the Shelf Registration
Statement or the Prospectus or for additional information;


 


(iii)                               of the issuance
by the Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement or the institution or threatening of any proceeding for
that purpose;


 


(iv)                              of the receipt
by the Company of any notification with respect to the suspension of the
qualification of the Common Shares included therein for sale in any
jurisdiction or the institution or threatening of any proceeding for such
purpose; and


 


(v)                                 of the
happening of any event that requires any change in the Shelf Registration
Statement or the Prospectus so that, as of such date, they (A) do not
contain any untrue statement of a material fact and (B) do not omit to
state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading.


 


(d)                                 The Company
shall use its reasonable efforts to prevent the issuance of any order
suspending the effectiveness of the Shelf Registration Statement or the
qualification of the securities therein for sale in any jurisdiction and, if
issued, to obtain as soon as possible the withdrawal thereof.  The Company shall undertake additional
reasonable actions as required to permit unrestricted resales of the Common
Shares in accordance with the terms and conditions of this Agreement.


 


(e)                                  Upon request,
the Company shall furnish to each Notice Holder, without charge, at least one
copy of the Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if a
Notice Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).


 


(f)                                    During the
Shelf Registration Period, the Company shall promptly deliver to each Initial
Purchaser, each Notice Holder, and any sales or placement agents or
underwriters acting on their behalf, without charge, as many copies of the
Prospectus (including the preliminary Prospectus, if any) included in the Shelf
Registration Statement and any amendment or supplement thereto as any such
person may reasonably request.  The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the foregoing in connection with the offering and sale of
the Common Shares.


 


(g)                                 Prior to any
offering of Common Shares pursuant to the Shelf Registration Statement, the
Company shall arrange for the qualification of the Common Shares for sale under
the laws of such jurisdictions as any Notice Holder shall reasonably request
and shall maintain such qualification in effect so long as required; provided
that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not then so qualified or to take any action that
would subject it to service of process in suits, other than those arising out
of the Initial Placement or any offering pursuant to the Shelf Registration
Statement, in any jurisdiction where it is not then so subject.


 


(h)                                 Upon the
occurrence of any event contemplated by subsections (c)(ii) through (v) above,
the Company shall promptly (or within the time period provided for by Section 3(i) hereof,
if applicable) prepare a post-effective amendment to the Shelf Registration
Statement or an amendment or supplement 


 


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to the related Prospectus or
file any other required document so that, as thereafter delivered to Initial
Purchasers of the securities included therein, the Prospectus will not include
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.


 


(i)                                     Upon the
occurrence or existence of any pending corporate development, public filings
with the Commission or any other material event that, in the reasonable judgment
of the Company, makes it appropriate to suspend the availability of the Shelf
Registration Statement and the related Prospectus, the Company shall give
notice (without notice of the nature or details of such events) to the
Notice Holders that the availability of the Shelf Registration Statement is
suspended and, upon actual receipt of any such notice, each Notice Holder
agrees (i) not to sell any Registrable Securities pursuant to the Shelf
Registration Statement until such Notice Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in Section 3(h) hereof,
or until it is advised in writing by the Company that the Prospectus may be
used, and has received copies of any additional or supplemental filings that
are incorporated or deemed incorporated by reference in such Prospectus and (ii) to
hold such notice in confidence.  The
period during which the availability of the Shelf Registration Statement and
any Prospectus is suspended (the “Deferral Period”) shall
not exceed 45 days in any 90-day period or 90 days in any 360-day period; provided,
that, if the event triggering the Deferral Period relates to a proposed
or pending material business transaction, the disclosure of which the board of
trustees of the Company determines in good faith would be reasonably likely to
impede the ability to consummate the transaction or would otherwise be
seriously detrimental to the Company and its subsidiaries taken a whole, the
Company may extend the Deferral Period from 45 days to 60 days in any 90-day
period or from 90 days to 120 days in any 360-day period.


 


(j)                                     The Company
shall comply with all applicable rules and regulations of the Commission
and shall make generally available to its securityholders an earnings statement
satisfying the provisions of Section 11(a) of the Act as soon as
practicable after the effective date of the Shelf Registration Statement and in
any event no later than 45 days after the end of a 12-month period (or 90 days,
if such period is a fiscal year) beginning with the first month of the Company’s
first fiscal quarter commencing after the effective date of the Shelf
Registration Statement.


 


(k)                                  The Company may
require each Holder of Common Shares to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of such Common Shares as the Company may from time
to time reasonably require for inclusion in the Shelf Registration
Statement.  The Company may exclude from
the Shelf Registration Statement the Common Shares of any Holder that fails to
furnish such information within a reasonable time after receiving such request.


 


(l)                                     Subject to Section 6
hereof, the Company shall enter into customary agreements (including, if
requested, an underwriting agreement in customary form) and take all other
appropriate actions in order to expedite or facilitate the registration or the
disposition of the Common Shares, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain customary
indemnification provisions and procedures.


 


(m)                               Subject to Section 6
hereof, the Company shall:


 


(i)                                     make reasonably
available for inspection by the Holders of Common Shares to be registered
thereunder, any underwriter participating in any disposition pursuant to the
Shelf Registration Statement, and any attorney, accountant or other agent
retained by the Holders or 


 


8

















 


any such underwriter all relevant financial
and other records and pertinent corporate documents of the Company and its
subsidiaries;


 


(ii)                                  cause the
Company’s officers, directors, employees, accountants and auditors to supply
all relevant information reasonably requested by the Holders or any such
underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement as is customary for similar due diligence examinations;


 


(iii)                               make such
representations and warranties to the Holders of Common Shares registered
thereunder and the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten offerings
and covering matters including, but not limited to, those set forth in the
Purchase Agreement;


 


(iv)                              obtain opinions
of counsel to the Company and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the Managing
Underwriters, if any) addressed to each selling Holder and the underwriters, if
any, covering such matters as are customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
such Holders and underwriters;


 


(v)                                 obtain “comfort”
letters and updates thereof from the independent certified public accountants
of the Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or are required
to be, included in the Shelf Registration Statement), addressed to each selling
Holder of Common Shares registered thereunder and the underwriters, if any, in
customary form and covering matters of the type customarily covered in “comfort”
letters in connection with primary underwritten offerings; and


 


(vi)                              deliver such
documents and certificates as may be reasonably requested by the Majority
Holders or the Managing Underwriters, if any, including those to evidence
compliance with Section 3(h) hereof and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company.


 


The actions set forth in
clauses (iii), (iv), (v) and (vi) of this paragraph (m) shall be
performed in connection with any underwriting or similar agreement as and to
the extent required thereunder.


 


(n)                                 In the event
that any Broker-Dealer shall underwrite any Common Shares or participate as a
member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the FINRA Rules) thereof, whether as a
Holder of such Common Shares or as an underwriter, a placement or sales agent
or a broker or dealer in respect thereof, or otherwise, the Company shall
assist such Broker-Dealer in complying with the FINRA Rules.


 


(o)                                 The Company
shall use its reasonable efforts to take all other steps necessary to effect
the registration of the Common Shares covered by the Shelf Registration
Statement.


 


4.                                       Registration
Expenses.  The Company
and the Operating Partnership shall, jointly and severally, pay all Registration
Expenses in connection with any Shelf Registration Statement filed pursuant to Section 2(a) hereof
(including the reasonable fees and disbursements of no more than one firm of
counsel for the Holders of the Registrable Securities in connection with the
review of any Shelf Registration Statement, Prospectus or amendment or
supplement thereto in accordance with the provisions of Section 3(a) hereof,
which counsel shall be reasonably satisfactory to the Company and the  


 


9

















 


Operating Partnership).
Except as provided herein, each Holder shall pay all expenses of its counsel,
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder’s Registrable Securities pursuant to the
Shelf Registration Statement.


 


5.                                       Indemnification
and Contribution.


 


(a)                                  The Company and
the Operating Partnership agree jointly and severally to indemnify and hold
harmless each Holder of Registrable Securities (including each Initial
Purchaser), its directors, officers, employees and agents, and each person, if
any, who controls any Holder within the meaning of the Securities Act or the
Exchange Act (each, an “Indemnified Holder”),
against any loss, claim, damage, liability or expense, as incurred, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or expense relating to resales of the Registrable Securities)
(collectively, “Losses”), to which such
Indemnified Holder may become subject, insofar as any such Loss arises out of
or is based upon:


 


(i)                                     any untrue
statement or alleged untrue statement of a material fact contained in (A) the
Shelf Registration Statement as originally filed or in any amendment thereof,
or (B) any blue sky application or other document or any amendment or
supplement thereto prepared or executed by the Company (or based upon written
information furnished by or on behalf of the Company expressly for use in such
blue sky application or other document or amendment or supplement) filed
in any jurisdiction specifically for the purpose of qualifying any or all of
the Registrable Securities under the securities law of any state or other
jurisdiction, or, in each case, the omission or alleged omission to state
therein any material fact required to be stated therein or necessary to make
the statements therein not misleading; or


 


(ii)                                  any untrue
statement or alleged untrue statement of a material fact contained in any
Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus
(or any amendment or supplement thereto), or the omission or alleged omission
therefrom of a material fact, in each case, necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading,


 


and to reimburse each
Indemnified Holder for any and all expenses including the reasonable fees and
disbursements of counsel as such expenses are reasonably incurred by such
Indemnified Holder in connection with investigating, defending, settling,
compromising or paying any such Loss; provided,
however, that the foregoing
indemnity agreement shall not apply to any Loss to the extent, but only to the
extent, arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder (or its related Indemnified Holder) expressly for use therein.  The indemnity agreement set forth in this Section 5(a) shall
be in addition to any liabilities that the Company may otherwise have.


 


The Company and the
Operating Partnership jointly and severally also agree to indemnify as provided
in this Section 5(a) or contribute as provided in Section 5(e) hereof
to Losses of each underwriter, if any, of Registrable Securities registered
under a Shelf Registration Statement, their directors, officers, employees or
agents and each person who controls such underwriter on substantially the same
basis as that of the indemnification of the Initial Purchasers and the selling
Holders provided in this Section 5(a) and shall, if requested by any
Holder, enter into an underwriting agreement reflecting such agreement.


 


(b)                                 Each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company
and the Operating Partnership, each of its trustees, each of its officers who
sign the Shelf


 


10
















 


Registration
Statement and each person, if any, who controls the Company or the Operating
Partnership within the meaning of the Securities Act or the Exchange Act (i) to
the same extent as the foregoing indemnity from the Company and the Operating
Partnership to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity and (ii) against any Loss, joint or several, including, but not
limited to, any Loss relating to resales of the Registrable Securities, to
which such person may become subject, insofar as any such Loss arises out of,
or is based upon any Free Writing Prospectus used by such Holder without the
prior consent of the Company, and in connection with any underwritten offering,
the underwriters, provided that the indemnification obligation in this clause (ii) shall
be several, not joint and several, among the Holders who used such Free Writing
Prospectus.  This indemnity agreement set
forth in this Section shall be in addition to any liabilities which any
such Holder may otherwise have.


 


(c)                                  Promptly after
receipt by an indemnified party under this Section 5 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 5,
notify the indemnifying party in writing of the commencement thereof, but the
failure to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent
it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above.  In
case any such action is brought against any indemnified party and such
indemnified party seeks or intends to seek indemnity from an indemnifying
party, the indemnifying party will be entitled to participate in, and, to the
extent that it shall elect, jointly with all other indemnifying parties
similarly notified, by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel satisfactory to such indemnified party
in its reasonable discretion; provided,
however, if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that a conflict may arise
between the positions of the indemnifying party and the indemnified party in conducting
the defense of any such action or that there may be legal defenses available to
it and/or other indemnified parties that are different from or additional to
those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assume such legal defenses
and to otherwise participate in the defense of such action on behalf of such
indemnified party or parties.  Upon
receipt of notice from the indemnifying party to such indemnified party of such
indemnifying party’s election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 5 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel (other than local
counsel), reasonably approved by the indemnifying party, representing the
indemnified parties who are parties to such action) or (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party in its reasonable discretion to represent the indemnified
party within a reasonable time after notice of commencement of the action, in
each of which cases the reasonable fees and expenses of counsel shall be at the
expense of the indemnifying party.


 


(d)                                 The
indemnifying party under this Section 5 shall not be liable for any
settlement of any proceeding effected without its written consent, which shall
not be withheld unreasonably, but if settled with such consent or if there is a
final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any Loss by reason of such settlement or
judgment.  Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an 


 


11

















 


indemnifying party to
reimburse the indemnified party for reasonable fees and expenses of counsel as
contemplated by Section 5 (c) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity was or could have been sought hereunder
by such indemnified party, unless such settlement, compromise or consent (x) includes
an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding and (y) does
not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of any indemnified party.


 


(e)                                  If the
indemnification provided for in Section 5 is for any reason unavailable to
or otherwise insufficient to hold harmless an indemnified party in respect of
any Loss referred to therein, then each indemnifying party shall contribute to
the aggregate amount paid or payable by such indemnified party, as incurred, as
a result of any Loss referred to therein:


 


(i)                                     in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Operating Partnership, on the one hand, and the Holders, on the
other hand, from the offering and sale of the Registrable Securities, on the
one hand, and a Holder with respect to the sale by such Holder of the Registrable
Securities, on the other hand, or


 


(ii)                                  if the
allocation provided by Section 5(e)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in Section 5(e)(i) above but also the
relative fault of the Company and the Operating Partnership, on the one hand,
and the Holders, on the other hand, in connection with the statements or
omissions or alleged statements or omissions that resulted in such Loss, as
well as any other relevant equitable considerations.


 


The relative benefits
received by the Company and the Operating Partnership, on the one hand, and the
Holders, on the other hand, in connection with such offering and such sale of
the Registrable Securities pursuant to this Agreement shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of
the Notes purchased under the Purchase Agreement (before deducting expenses)
received by the Company and the Operating Partnership and the total proceeds
received by the Holders with respect to their sale of Registrable
Securities.  The relative fault of the
Company and the Operating Partnership, on the one hand, and the Holders, on the
other hand, shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
the Company and the Operating Partnership, on the one hand, or the Holders, on
the other hand, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The Company, the Operating
Partnership and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5(e) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in this Section 5(e).


 


The amount paid or payable
by a party as a result of the Loss referred to above shall be deemed to
include, subject to the limitations set forth in Section 5(c), any legal
or other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.


 


12

















 


Notwithstanding the
provisions of this Section 5, in no event will (i) any Holder be
required to undertake liability to any person under this Section 5 for any
amounts in excess of the dollar amount of the proceeds to be received by such
Holder from the sale of such Holder’s Registrable Securities (after deducting
any fees, discounts and commissions applicable thereto) pursuant to any
Shelf Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) any underwriter be required
to undertake liability to any person hereunder for any amounts in excess of the
discount or commission payable to such underwriter with respect to the
Registrable Securities underwritten by it and distributed to the public.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute as
provided in this Section 5(e) are several and not joint.


 


(f)                                    The provisions
of this Section 5 shall remain in full force and effect, regardless of any
investigation made by or on behalf of any Holder or the Company, the Operating
Partnership or any of the officers, directors, employees, agents or controlling
persons referred to in Section 5 hereof, and will survive the sale by a
Holder of Registrable Securities.


 


6.                                       Underwritten
Registrations.  (a) 
In no event will the method of distribution of Registrable Securities take the
form of an underwritten offering without the prior written consent of the
Company.


 


(b)                                 If any Common
Shares covered by the Shelf Registration Statement are to be sold in an
underwritten offering, the Managing Underwriters shall be selected by the
Company, subject to the prior written consent of the Majority Holders, which
consent shall not be unreasonably withheld.


 


(c)                                  No person may
participate in any underwritten offering pursuant to the Shelf Registration
Statement unless such person (i) agrees to sell such person’s Common
Shares on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements; and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.


 


7.                                       Registration
Defaults.  If any of
the following events shall occur, then the Company shall pay liquidated damages
(the “Registration Default Damages”) to the
Holders as follows:


 


(a)                                  if the Shelf
Registration Statement (which shall be, if the Company is then a WKSI, an
Automatic Shelf Registration Statement) is not filed with the Commission on or
prior to the 90th day following the Closing Date, then commencing on the 91st
day after the Closing Date, Registration Default Damages shall accrue on the
aggregate outstanding principal amount of the Notes, at a rate of 0.25% per
annum for the first 90 days from and including such 91st day and 0.50% per
annum thereafter; or


 


(b)                                 if the Shelf
Registration Statement is not declared effective by the Commission (or has not
become effective in the case of an Automatic Shelf Registration Statement) on
or prior to the 180th day following the Closing Date, then commencing on the
181st day after the Closing Date, Registration Default Damages shall accrue on
the aggregate outstanding principal amount of the Notes, at a rate of 0.25% per
annum for the first 90 days from and including such 181st day and 0.50% per
annum thereafter; or


 


(c)                                  if the Shelf
Registration Statement has been declared or become effective but ceases to be
effective or usable for the offer and sale of the Registrable Securities, other
than in connection with (A) a 


 


13

















 


Deferral Period or (B) as
a result of a requirement to file a post-effective amendment or supplement to
the Prospectus to make changes to the information regarding selling
securityholders or the plan of distribution provided for therein, at any time
during the Shelf Registration Period and the Company does not cure the lapse of
effectiveness or usability within ten Business Days (or, if a Deferral Period
is then in effect and subject to the 20 Business Day filing requirement and the
proviso regarding the filing of post-effective amendments in Section 2(e) with
respect to any Notice and Questionnaire received during such period, within ten
Business Days following the expiration of such Deferral Period or period
permitted pursuant to Section 2(e)) then Registration Default Damages
shall accrue on the aggregate outstanding principal amount of the Notes at a rate
of 0.25% per annum for the first 90 days from and including the day following
such tenth Business Day and 0.50% per annum thereafter; or


 


(d)                                 if the Company
through its omission fails to name as a selling securityholder any Holder that
had complied timely with its obligations hereunder in a manner to entitle such
Holder to be so named in (i) the Shelf Registration Statement at the time
it first became effective or (ii) any post-effective amendment to the
Shelf Registration Statement or any Prospectus required hereunder at the later
of time of filing thereof or the time the Shelf Registration Statement of which
the Prospectus forms a part becomes effective then Registration Default Damages
shall accrue, on the aggregate outstanding principal amount of the Notes held
by such Holder, at a rate of 0.25% per annum for the first 90 days from and
including the day following the effective date of such Shelf Registration
Statement or post-effective amendment or the time of filing of such Prospectus,
as the case may be, and 0.50% per annum thereafter; or


 


(e)                                  if the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof,
then commencing on the day the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted in respect of such period,
Registration Default Damages shall accrue on the aggregate outstanding
principal amount of the Notes at a rate of 0.25% per annum for the first 90
days from and including such date, and 0.50% per annum thereafter;


 


provided, however, that (1) upon the filing of
the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon
the effectiveness of the Shelf Registration Statement (in the case of paragraph
(b) above), (3) upon such time as the Shelf Registration Statement
which had ceased to remain effective or usable for resales again becomes
effective and usable for resales (in the case of paragraph (c) above), (4) upon
the time such Holder is permitted to sell its Registrable Securities pursuant
to any Shelf Registration Statement and Prospectus in accordance with
applicable law (in the case of paragraph (d) above) (5) upon the
termination of the Deferral Period that caused the limit on the aggregate duration
of Deferral Periods in a period set forth in Section 3(i) to be
exceeded (in the case of paragraph (e) above) or (6) upon the date
the Shelf Registration Statement is no longer required to be kept effective,
the Registration Default Damages shall cease to accrue.


 


Any amounts of Registration
Default Damages due pursuant to this Section 7 will be payable in cash on
the next succeeding interest payment date to Holders entitled to receive such
Registration Default Damages on the relevant record dates for the payment of
interest.  If any Note ceases to be
outstanding during any period for which Registration Default Damages are
accruing, the Company will prorate the Registration Default Damages payable
with respect to such Note.


 


The Registration Default
Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and
shall not be payable under more than one clause above for any given period of
time.


 


14

















 


Notwithstanding any
provision in this Agreement, in no event shall Registration Default Damages
accrue to holders of Common Shares issued upon exchange of Notes.  In lieu thereof, the Company shall increase
the Conversion Rate (as defined in the Indenture) by 3% for each $1,000
principal amount of Notes exchanged at a time when such Registration Default
has occurred and is continuing.


 


8.                                       No
Inconsistent Agreements.  Neither the Company nor the Operating
Partnership has entered into, and each agrees not to enter into, any agreement
with respect to its securities that is inconsistent with the registration
rights granted to the Holders herein.


 


9.                                       Rule 144A
and Rule 144.  So
long as any Registrable Securities remain outstanding, the Company shall use
its reasonable best efforts to file the reports required to be filed by it
under Rule 144A(d)(4) under the Act and the Exchange Act in a timely
manner and, if at any time the Company is not required to file such reports, it
will, upon the written request of any Holder of Registrable Securities, make publicly
available other information so long as necessary to permit sales of such Holder’s
Registrable Securities pursuant to Rules 144 and 144A of the Act.  The Company covenants that it will take such
further action as any Holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Act within the limitation
of the exemptions provided by Rules 144 and 144A (including, without
limitation, the requirements of Rule 144A(d)(4)).  Upon the written request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in
this Section 9 shall be deemed to require the Company or the Operating
Partnership to register any of its securities pursuant to the Exchange Act.


 


10.                                 Listing.  The Company shall use its reasonable efforts
to maintain the approval of the Common Shares for listing on the New York Stock
Exchange.


 


11.                                 Amendments
and Waivers.  The
provisions of this Agreement may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Majority Holders; provided that, with respect to any matter that
directly or indirectly affects the rights of any Initial Purchaser hereunder,
the Company shall obtain the written consent of each such Initial Purchaser
against which such amendment, qualification, supplement, waiver or consent is
to be effective; provided, further, that no amendment,
qualification, supplement, waiver or consent with respect to Section 7
hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder; and provided, further,
that the provisions of this Article 11 may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of
the Initial Purchasers and each Holder.


 


12.                                 Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:


 


(a)                                  if to a Holder,
at the most current address given by such holder to the Company in accordance
with the provisions of the Notice and Questionnaire;


 


(b)                                 if to the
Initial Purchasers or the Representatives, initially at the address or
addresses set forth in the Purchase Agreement; and


 


15

















 


(c)                                  if to the
Company or the Operating Partnership, initially at its address set forth in the
Purchase Agreement.


 


All such notices and
communications shall be deemed to have been duly given when received.


 


The Initial Purchasers, the
Company or the Operating Partnership by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.


 


Notwithstanding the
foregoing, notices given to Holders holding Notes in book-entry form may be
given through the facilities of DTC or any successor depositary.


 


13.                                 Remedies.  Each Holder, in addition to being entitled to
exercise all rights provided to it herein or in the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement.  The Company and the Operating Partnership
agree that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by them of the provisions of this Agreement and
hereby agree to waive in any action for specific performance the defense that a
remedy at law would be adequate.


 


14.                                 Successors.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their respective successors and
assigns, including, without the need for an express assignment or any consent by
the Company or the Operating Partnership thereto, subsequent Holders of Common
Shares, and the indemnified persons referred to in Section 5 hereof.  The Company and the Operating Partnership
hereby agree to extend the benefits of this Agreement to any Holder of Common
Shares, and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.


 


15.                                 Counterparts.  This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.


 


16.                                 Headings.  The section headings used herein are for
convenience only and shall not affect the construction hereof.


 


17.                                 Applicable
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed in the State of New York.  The parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Agreement.


 


18.                                 Severability.  In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.


 


19.                                 Common
Shares Held by the Company, etc.  Whenever the consent or approval of Holders
of a specified percentage of principal amount of Common Shares is required
hereunder, Common Shares held by the Company or its Affiliates (other than
subsequent Holders of Common Shares if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Common Shares) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


16

















 


If the foregoing is in
accordance with your understanding of our agreement, please sign and return to
us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement by and among the Company, the Operating
Partnership and the several Initial Purchasers.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CORPORATE OFFICE PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Randall M. Griffin

  
	
   

  	
   

  	
   

  	
  Name:  Randall M. Griffin

  
	
   

  	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CORPORATE OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:  Corporate Office
  Properties Trust, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Randall M. Griffin

  
	
   

  	
   

  	
   

  	
  Name:  Randall M. Griffin

  
	
   

  	
   

  	
   

  	
  Title:    President

  



 


The foregoing Agreement is
hereby confirmed and accepted as of the date first above written.


 


J.P. MORGAN SECURITIES INC.

RBC CAPITAL MARKETS CORPORATION

Acting on behalf of themselves and as Representatives of 

the several Initial Purchasers


 


J.P. MORGAN SECURITIES INC.


 


 


	
   

  	
  By: 

  	
  /s/ Santosh Sreenivasan

  	
   

  
	
   

  	
   

  	
  Name:  Santosh Sreenivasan

  	
   

  
	
   

  	
   

  	
  Title:    Managing Director

  	
   

  



 


 


RBC CAPITAL MARKETS CORPORATION


 


	
   

  	
  By:

  	
  /s/ Scott M. Merkle

  	
   

  
	
   

  	
   

  	
  Name:  Scott M. Merkle

  	
   

  
	
   

  	
   

  	
  Title:    Director

  	
   

  



 


17