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