Exhibit 10.2


 


COMMON STOCK DELIVERY AGREEMENT


 


This agreement (“Agreement”) is being made this 7th day of April, 2010 by and
between Corporate Office Properties, L.P., a Delaware limited partnership (the “Operating  Partnership”),
and Corporate Office Properties Trust, a Maryland real estate investment trust
(the “Company”).


 


Recitals


 


WHEREAS, the Company
is the general partner of the Operating Partnership; and


 


WHEREAS, the Operating
Partnership and the Company have entered into a purchase agreement dated as of March 31,
2010 with J.P. Morgan Securities Inc. and RBC Capital Markets Corporation, as
representatives (the “Representatives”)
of the several initial purchasers (the “Initial Purchasers”)
named therein, providing for the issuance and sale by the Operating Partnership
in a private offering under Rule 144A promulgated under the Securities Act
of 1933, as amended (the “Act”), up to $240,000,000
principal amount of its “4.25% Senior Exchangeable Notes Due 2030” (the “Notes”), which Notes may be exchangeable into cash and
common shares of beneficial interest, par value $.01 per share, of the Company
(the “Common Shares”) under certain
circumstances.


 


NOW,
THEREFORE, in consideration of the foregoing and in
consideration of the mutual covenants contained herein, the parties agree as
follows:


 


Agreement


 


1.             If the Operating Partnership elects, in its sole
discretion, to deliver Common Shares to the holders of the Notes upon exchange,
redemption or maturity in accordance with the terms of the Notes and the Indenture,
dated as of April 7, 2010, by and among the Operating Partnership, the
Company, as guarantor, Wells Fargo Bank, National Association, as trustee (the “Indenture”) related to the Notes, the Company agrees to
issue the number of Common Shares which the Operating Partnership elects to
deliver, and the Operating Partnership hereby directs the Company to deliver
such Common Shares to the holders of the Notes on behalf of the Operating
Partnership in accordance with the Indenture.


 


2.             Upon any such issuance of Common Shares, the Operating
Partnership shall, in accordance with its Second Amended and Restated Limited
Partnership Agreement, as amended (the “Partnership Agreement”)
issue to the Company on a concurrent basis a number of “Partnership
Units” (as defined in the Partnership Agreement) equal in number to
the Common Shares issued by the Company pursuant to this Agreement.


 


3.             The Operating Partnership hereby agrees to indemnify the
Company and each of its trustees and officers (each, an “Indemnified
Party”) against, and agrees to hold, save and 


 


1

















 


defend each Indemnified Party, harmless from,
any loss, expense or damage (including without limitation, reasonable attorneys’
fees and expenses and court costs actually incurred) suffered or incurred by an
Indemnified Party by reason of anything such Indemnified Party may in good
faith do or refrain from doing for or on behalf of the Operating Partnership
pursuant to this Agreement; provided however, that the Operating Partnership
shall not be required to indemnify an Indemnified Party for any loss, expense
or damage that such Indemnified Party may suffer or incur as a result of its
willful misconduct or gross negligence.


 


4.             Miscellaneous.


 


(a)           THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT LAWS,
RULES OR PRINCIPLES.


 


(b)           No
provision of this Agreement may be amended, modified, or waived, except in
writing signed by both parties and with the consent of a majority in principal
amount of Notes then outstanding; provided, however, that the unanimous consent
of the holders of all outstanding Notes will be required in order to amend,
modify, or waive the provisions of paragraph 2 hereof or to otherwise
adversely affect the right of holders of Notes to exchange the Notes for Common
Shares as provided in the Indenture.  Any
consent of the holders of the Notes shall be obtained in accordance with the
applicable provisions of the Indenture.


 


(c)           In
the event that any claim of inconsistency between this Agreement and the terms
of the Indenture arise, as they may from time to time be amended, the terms of
the Indenture shall control.


 


(d)           If
any provision of this Agreement shall be held illegal, invalid, or
unenforceable by any court, this Agreement shall be construed and enforced as
if such provision had not been contained herein and shall be deemed an
Agreement among us to the full extent permitted by applicable law.


 


(e)           The
terms and provisions of this Agreement are intended solely for the benefit of
each party hereto and their respective successors or permitted assigns, and it
is not the intention of the parties to confer third-party beneficiary rights to
any other person, except that the holders of the Notes shall be deemed
third-party beneficiaries of this Agreement and shall be entitled to enforce
the provisions of this agreement as if they were parties hereto.


 


(f)            This
Agreement may not be assigned by either party without prior written consent of
both parties.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the day and year above written.


 


	
   

  	
  CORPORATE
  OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  Corporate
  Office Properties Trust, as sole general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Randall M. Griffin

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Randall
  M. Griffin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President &
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CORPORATE
  OFFICE PROPERTIES TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Randall M. Griffin

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Randall
  M. Griffin

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
  President &
  Chief Executive Officer

  



 


Signature
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