Exhibit992

EX-99.2 3 exhibit992.htm EXHIBIT 99.2 Exhibit992

Exhibit 99.2

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of July 16, 2013, 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 Lenders party hereto, and KEYBANK NATIONAL ASSOCATION, as Administrative Agent (the “Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Agent and the other parties thereto have entered into that certain Credit Agreement dated as of September 1, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower, the Parent, the Lenders and the Agent desire to amend certain provisions of the Credit Agreement 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 hereby agree as follows:

Section 1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given such terms in the Credit Agreement.

Section 2. Specific Amendments to the Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement is amended as follows:

(a) The Credit Agreement is amended by replacing the phrase “and each of REGIONS BANK, MANUFACTURERS TRADERS TRUST COMPANY and SUNTRUST BANK, as a Managing Agent (each a “Managing Agent”)” in the first paragraph of the Credit Agreement with the phrase “and each of CAPITAL ONE, N.A., REGIONS BANK, MANUFACTURERS TRADERS TRUST COMPANY and SUNTRUST BANK, as a Managing Agent (each a “Managing Agent”)”.

(b) The Credit Agreement is amended by replacing the first recital to the Credit Agreement in its entirety with the following:

WHEREAS, the Agent and the Lenders desire to make available to the Borrower a revolving credit facility in the initial amount of $800,000,000, which will include a $100,000,000 letter of credit subfacility and a $100,000,000 swingline subfacility, all on the terms and conditions contained herein.

(c) The Credit Agreement is amended by adding the following definitions of “Exchange Act”, “Goldman Sachs Loan”, “LaSalle Bank Loan” and “Second Amendment Effective Date” in the correct alphabetical order in Section 1.1.:

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“Exchange Act” has the meaning given that term in Section 10.1.(m)(i).

“Goldman Sachs Loan” means a $146,500,000 loan originated by Goldman Sachs and made to COPT Northcreek, LLC and COPT Aerotech, LLC, 930 International, LLC, 900 International, LLC, 800 International, LLC, 881 Elkridge Landing, LLC, 1190 Winterson, LLC, 999 Corporate, LLC, 1099 Winterson, LLC, 1199 Winterson, LLC and 849 International, LLC, which is secured by nine properties located in Linthicum, Maryland and five properties located in Colorado Springs, Colorado.

“LaSalle Bank Loan” means a $150,000,000 loan originated by LaSalle Bank and made to COPT Chantilly LLC and COPT Chantilly II LLC, which is secured by two properties located in Chantilly, Virginia.

“Second Amendment Effective Date” means July 16, 2013.

(d) The Credit Agreement is amended by restating the definitions of “Applicable Margin”, “Capitalization Rate”, “Development Property”, “EBITDA”, “Facility Fee”, “Interest Expense”, “Material Subsidiary”, “Termination Date”, “Unencumbered Asset Value” and “Wholly Owned Property” in Section 1.1. in their entireties as follows:

“Applicable Margin” means the percentage per annum determined, at any time, based on the range into which the Borrower’s Credit Rating then falls, in accordance with the levels in the table set forth below (each a “Level”). Any change in the Borrower’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 Borrower 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 Borrower 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 so long as the next highest Credit Rating is only one Level below that of the highest Credit Rating, and if the next highest Credit Rating is more than one Level below that of the highest Credit Rating, then the Applicable Margin shall be determined by the Credit Rating that is one Level higher than the lower of the two Credit Ratings. During any period that the Borrower has received more than two Credit Ratings and such Credit Ratings are not equivalent, the Applicable Margin shall be determined by the higher of the two lowest Credit Ratings; provided, that if there is more than one Level between the two lowest Credit Ratings, then the Applicable Margin will be determined by the Credit Rating that is one Level higher than the lowest Credit Rating. During any period for which the Borrower does not have a Credit Rating from any Credit Agency, or during any other period not otherwise covered by this definition, the Applicable Margin shall be determined based on Level 5.

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Level	Borrower’s Credit Rating (S&P/Moody’s or equivalent)	Applicable Margin for LIBOR Loans		Applicable Margin for Base Rate Loans
1	A-/A3	0.975	%	0.00	%
2	BBB+/Baa1	1.05	%	0.05	%
3	BBB/Baa2	1.10	%	0.10	%
4	BBB-/Baa3	1.30	%	0.30	%
5	Lower than BBB-/Baa3	1.75	%	0.75	%

“Capitalization Rate” means 7.25%.

“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 on the earlier of (a) the one year anniversary date of project completion and (b) the first day of the first full fiscal quarter after the project achieves an Occupancy Rate of 85%. For purposes of this definition, each individual phase of development of a data center shall be deemed to be a separate and distinct Property.

“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 as determined in accordance with GAAP; (iii) income tax expense; (iv) extraordinary or non-recurring gains and losses (which would include, but not be limited to, the gains/losses from extinguishment of Indebtedness and impairment charges); (v) acquisition costs expensed but not capitalized; 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 and expenses into income pursuant to FASB ASC 805. Notwithstanding the foregoing, gains and losses from land sales associated with Development Properties and other land shall be included in EBITDA.

“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:

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Level	Borrower’s Credit Rating (S&P/Moody’s or equivalent)	Facility Fee
1	A-/A3	0.125	%
2	BBB+/Baa1	0.150	%
3	BBB/Baa2	0.200	%
4	BBB-/Baa3	0.300	%
5	Lower than BBB-/Baa3	0.350	%

“Interest Expense” means, for any period of determination, (a) the total interest expense of the Parent and its Subsidiaries, determined on a consolidated basis for such period and in accordance with GAAP (excluding (i) any non-cash portion of interest expense attributable to “convertible debt” under FASB ASC 470-20, (ii) amortization of deferred financing costs, and (iii) non-cash interest related to the reclassification of accumulated other comprehensive income (loss) related to settled hedges) plus (b) to the extent not already included in the foregoing clause (a), the Parent’s pro rata share of Interest Expense from Unconsolidated Affiliates of the Parent for such period.

“Material Subsidiary” means any Subsidiary that meets either of the following conditions: (a) the Parent and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 10.0% of the Parent and its Subsidiaries’ total assets consolidated (determined in accordance with GAAP) as of the end of the most recent fiscal quarter for which a periodic report has been filed under the Exchange Act; or (b) the Parent and its Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceed 10.0% of the Parent and its Subsidiaries’ total assets consolidated (determined in accordance with GAAP) as of the end of the most recent fiscal quarter for which a periodic report has been filed under the Exchange Act.

“Termination Date” means July 14, 2017, or such later date to which the Termination Date may be extended pursuant to Section 2.13.

“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 four 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, in each case, acquired during the four 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 are Wholly Owned Properties, and the pro-rata share of the Parent or the Borrower, as applicable, of the GAAP book value of all Development Properties (including the Construction-in-

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Process) and Unimproved Land, in each case that are Controlled Properties, plus (d) the GAAP book value at undepreciated cost net of any impairments of all Stabilized Properties that constitute Wholly Owned Properties with negative Net Operating Income and the pro-rata share of the Parent or the Borrower, as applicable, of GAAP book value at undepreciated cost net of any impairments of all Stabilized Properties that constitute Controlled Properties; provided, that no such Property described in this clause (d) shall be included for longer than a period of 24 months and to the extent that Unencumbered Asset Value attributable to such Properties described in this clause (d) exceeds 5.0% of Unencumbered Asset Value, such excess shall be excluded from Unencumbered Asset Value. 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 Unencumbered Asset Value, such excess shall be excluded and (z) to the extent the Unencumbered Asset Value attributable to Controlled Properties would exceed 15% of the Unencumbered Asset Value, such excess shall be excluded.

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

(e) The Credit Agreement is amended by replacing the reference to $1,500,000,000 in the parenthetical in the first sentence of Section 2.16. with a reference to $1,250,000,000.

(f) The Credit Agreement is amended by restating Section 3.6.(a) in its entirety as follows:

(a) Intentionally Omitted.

(g) The Credit Agreement is amended by restating Section 3.6.(b) in its entirety as follows:

(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 Second Amendment Effective 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.

(h) The Credit Agreement is amended by restating Section 3.6.(d) in its entirety as follows:

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(d) Extension Fee. If the Borrower exercises its right to extend the Termination Date pursuant to Section 2.13., the Borrower agrees to pay to the Agent for the account of each Lender a fee equal to three-twentieths of one percent (0.15%) 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.

(i) The Credit Agreement is amended by restating Section 7.12. in its entirety as follows:

(a) Requirements to Become a Guarantor. During any time that the Borrower does not have an Investment Grade Rating, the Borrower shall cause each Material Subsidiary that has guaranteed, or otherwise become liable for, the Unsecured Indebtedness of another Person to deliver to the Agent an Accession Agreement executed by such Material Subsidiary and each of the items that would have been delivered under Sections 5.1.(iv), (v), (viii) through (xii) and (xvii) with respect to such Material Subsidiary as if such Material Subsidiary had been a Guarantor on the Effective Date. The Borrower shall cause delivery of the items described in the immediately preceding sentence within 10 Business Days of any such Material Subsidiary guaranteeing, or otherwise becoming liable for, the Unsecured Indebtedness of another Person during any time that the Borrower does not have an Investment Grade Rating.

(b) Release of a Guarantor. With respect to any Material Subsidiary that becomes a Guarantor pursuant to subsection (a) above, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, such Subsidiary from the Guaranty pursuant to a Guarantor Release Letter so long as: (i) either (A)(1) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be a Material Subsidiary; and (2) no Default or Event of Default exists or would occur as a result of such release; or (B) the Borrower has an Investment Grade Rating; and (ii) 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.

(j) The Credit Agreement is amended by restating Section 9.1.(c) in its entirety as follows:

(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 exceed at any time 0.40 to 1.00.

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(k) The Credit Agreement is amended by restating Section 9.1.(f) in its entirety as follows:

(f) Minimum Net Worth. Tangible Net Worth at any time to be less than (i) $1,100,000,000 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected by the Parent or any Subsidiary after the Second Amendment Effective Date.

(l) The Credit Agreement is amended by replacing the parenthetical “(other than the Loans)” in Section 10.1.(e) with the parenthetical “(other than the Loans, the Goldman Sachs Loan and the LaSalle Bank Loan)”.

Section 3. Conditions Precedent. The effectiveness of this Amendment, including without limitation, the allocation of Commitments under Section 4, is subject to receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:

(a) a counterpart of this Amendment duly executed by the Borrower, the Parent and each of the Lenders;

(b) the Reaffirmation of Obligations attached to this Amendment duly executed by each existing Guarantor;

(c) a copy of a duly executed amendment to that certain Term Loan Agreement dated as of September 1, 2011, by and among the Parent, the Borrower, the financial institutions party thereto, the Agent and the other parties thereto (the “2011 Term Loan Agreement”) and a duly executed amendment to that certain Term Loan Agreement dated as of February 14, 2012, by and among the Parent, the Borrower, the financial institutions party thereto, the Agent and the other parties thereto (the “2012 Term Loan Agreement”), amending the terms of each of the 2011 Term Loan Agreement and 2012 Term Loan Agreement corresponding to the terms of the Credit Agreement amended by Sections 2(c), 2(d) (other than the amendments to the table in the definition of Applicable Margin and the amendment to the definition of “Termination Date”), 2(i), 2(j), 2(k) and 2(l) of this Amendment so that such terms and sections shall be substantially the same.

(d) evidence that (i) all fees due and payable to the Agent, the Lenders and the Joint Lead Arrangers pursuant to that certain Fee Letter dated as of May 21, 2013, among Parent, the Borrower, the Lead Arrangers and the Agent have been paid and (ii) all fees, expenses and reimbursement amounts due and payable to the Agent and the Lead Arrangers, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid, and

(e) such other documents, instruments and agreements as the Agent may reasonably request.

Section 4. Allocations. The Agent, the Borrower and each Lender agree that on the Second Amendment Effective Date, the outstanding Revolving Loans and the participation interests of the Lenders in any outstanding Letters of Credit and Swingline Loans shall be allocated among

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the Lenders in accordance with their respective Commitment Percentages calculated based on the Commitments of the Lenders set forth on Schedule I attached hereto (the “Post-Amendment Commitment Percentage”). To effect such allocations, each Lender whose Post-Amendment Commitment Percentage exceeds the amount of such Lender’s Commitment Percentage immediately prior to the effectiveness of this Amendment shall make a Revolving Loan in such amount as is necessary so that the aggregate principal amount of Revolving Loans held by such Lender shall equal such Lender’s Post-Amendment Commitment Percentage of the aggregate outstanding principal amount of the Revolving Loans as of the Second Amendment Effective Date. The Agent shall make such amounts of the proceeds of such Revolving Loans available to each Lender whose Post-Amendment Commitment Percentage is less than the amount of such Lender’s Revolving Commitment Percentage immediately prior to the effectiveness of this Amendment as is necessary so that the aggregate principal amount of Revolving Loans held by such Lender shall equal such Lender’s Post-Amendment Commitment Percentage of the aggregate outstanding principal amount of the Revolving Loans as of the Second Amendment Effective Date. The parties hereto agree that the aggregate outstanding principal amount of the Revolving Loans immediately prior to the Second Amendment Effective Date shall be equal to the aggregate outstanding principal amount of the Revolving Loans immediately after giving effect to the Amendment. Except for any Revolving Notes to be provided to the Lenders in the principal amount of their respective Revolving Commitments, no other documents, instruments or fees (other than fees set forth in Section 3(d) above) shall be, or shall be required to be, executed or paid in connection with such allocations (all of which are hereby waived, as necessary).

The Agent, the Borrower and each Lender confirm that the amount of each Lender’s Revolving Commitment to be effective as of the Second Amendment Effective Date is as set forth on Schedule I attached hereto.

Section 5. Representations. The Borrower and the Parent represent and warrant to the Agent and the Lenders that:

(a) Authorization. The Parent, the Borrower and each other Loan Party each has the right and power, and has taken all necessary action to authorize the execution and delivery of this Amendment and to perform its obligations thereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Parent and the Borrower or a general partner of the Borrower, as applicable, and both this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of the Parent, the Borrower and each other Loan Party and are enforceable against such Persons in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and the availability of equitable remedies for the enforcement of certain obligations (other than payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b) Compliance with Laws, etc. The execution, delivery and performance of this Amendment and the other Loan Documents to which any Loan Party is a party do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or

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violate any Applicable Law relating to any Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any indenture, agreement or other instrument to which any 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 any Loan Party.

(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

Section 6. Reaffirmation of Representations. Each of the Parent and the Borrower hereby represents, repeats and reaffirms all representations and warranties made by such Person to the Agent and the Lenders in the Credit Agreement and the other Loan Documents to which such Person is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full 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) and except for changes in factual circumstances not prohibited under the Loan Documents.

Section 7. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document.

Section 8. Expenses. The Borrower hereby agrees to reimburse the Agent upon demand for all costs and expenses (including attorneys’ fees) incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 9. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 10. GOVERNING LAW. THIS AMENDMENT 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. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. Except as set forth in this Amendment, this Amendment shall not be construed to be a waiver or amendment of any of the other terms and conditions of the Credit Agreement and the other Loan Documents or to limit, impair or otherwise affect the rights and remedies of the Lenders under the Loan Documents. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein.

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Section 12. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Agreement to be executed as of the date 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 on Next Page]

LEGAL02/34057440v9

[Signature Pages to Second Amendment to Credit Agreement

with Corporate Office Properties, L.P.]

KEYBANK NATIONAL ASSOCIATION, as Agent, as Lender and as Swingline Lender

By: /s/ Timothy Sylvain

Name: Timothy Sylvain

Title: Vice President

JPMORGAN CHASE BANK, N.A.

By: /s/ Brendan M. Poe

Name: Brendan M. Poe

Title: Executive Director

BARCLAYS BANK PLC

By: /s/ Noam Azachi

Name: Noam Azachi

Title: Vice President

BANK OF AMERICA, N.A.

By: /s/ Cheryl Sneor

Name: Cheryl Sneor

Title: Vice President

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Kinnery Clinebell

Name: Kinnery Clinebell

Title: Assistant Vice President

ROYAL BANK OF CANADA

By: /s/ Dan LePage

Name: Dan LePage

Title: Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Sam Supple

Name: Sam Supple

Title: Senior Vice President

CAPITAL ONE, N.A.

By: /s/ Frederick H. Denecke

Name: Frederick H. Denecke

Title: Vice President

REGIONS BANK

By: /s/ Kyle Upton

Name: Kyle Upton

Title: Vice President

SUNTRUST BANK

By: /s/ Daniel J. Reddy

Name: Daniel J. Reddy

Title: Senior Vice President

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Gary D. Houston

Name: Gary D. Houston

Title: Vice President

CITIBANK, N.A.

By: /s/ John C. Rowland

Name: John C. Rowland

Title: Vice President

COMPASS BANK, AN ALABAMA BANKING CORPORATION

By: /s/ S Kent Gorman

Name: S Kent Gorman

Title: Senior Vice President

UNION BANK, N.A.

By: /s/ Gregory A. Conner

Name: Gregory A. Conner

Title: Vice President

MANUFACTURING AND TRADERS TRUST COMPANY

By: /s/ Mark A. Cunningham

Name: Mark A. Cunningham

Title: Vice President

CITIZENS BANK OF PENNSYLVANIA

By: /s/ Charles J Cooke Jr

Name: Charles J Cooke Jr

Title: Senior Vice President

TD BANK, N.A.

By: /s/ Michael Duganich

Name: Michael Duganich

Title:Vice President

BRANCH BANKING AND TRUST COMPANY

By: /s/ Glenn. A. Page

Name: Glenn. A. Page

Title: Senior Vice President

COMERICA BANK

By: /s/ Michael T. Shea

Name: Michael T. Shea

Title: Vice President

RAYMOND JAMES BANK, N.A.

By: /James M. Armstrong

Name: James M. Armstrong

Title: Senior Vice President

SCHEDULE I

Commitments



Lender	Commitment
KeyBank National Association	$62,500,000
JPMorgan Chase Bank, N.A.	$62,500,000
Barclays Bank PLC	$60,000,000
Bank of America, N.A.	$52,500,000
PNC Bank, National Association	$52,500,000
Royal Bank of Canada	$52,500,000
Wells Fargo Bank, National Association	$52,500,000
Capital One, N.A.	$50,000,000
Regions Bank	$40,000,000
SunTrust Bank	$40,000,000
U. S. Bank National Association	$40,000,000
Citibank, N.A.	$35,000,000
Compass Bank, an Alabama banking corporation	$35,000,000
Union Bank, N.A.	$35,000,000
Manufacturers and Traders Trust Company	$30,000,000
Citizens Bank of Pennsylvania	$25,000,000
TD Bank, N.A.	$25,000,000
Branch Banking and Trust Company	$20,000,000
Comerica Bank	$20,000,000
Raymond James Bank, FSB	$10,000,000
TOTAL	$800,000,000

REAFFIRMATION OF OBLIGATIONS

Each of the undersigned (each a “Guarantor” and collectively the “Guarantors”) hereby (a) reaffirms its continuing obligations owing under the Guaranty dated as of September 1, 2011, executed and delivered by the Guarantors (the “Guaranty”) and (b) agrees that the Second Amendment to Credit Agreement dated the date hereof (the “Amendment”) amending the Credit Agreement dated as of September 1, 2011, (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), 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 Lenders party thereto, and KEYBANK NATIONAL ASSOCATION, as Administrative Agent (the “Agent”), and the transactions contemplated by the Amendment, do not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Each of the Guarantors represents and warrants to the Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation of Obligations has been authorized by all requisite action on the part of such Guarantor and will not violate such Guarantor’s organizational or governing document.

Each of the Guarantors further agrees that references to the Credit Agreement contained in any Loan Document (as defined in the Credit Agreement) shall be deemed to be references to the Credit Agreement, as amended by the Amendment.

This Reaffirmation of Obligations shall be construed in accordance with and be governed by the laws (without giving effect to the conflict of law principles thereof) of the State of New York.

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LEGAL02/34057440v9

IN WITNESS WHEREOF, each of the undersigned have duly executed and delivered this Reaffirmation of Obligations as of July 16, 2013.

CORPORATE OFFICE PROPERTIES TRUST

By: /s/ Stephen E. Riffee

Name: Stephen E. Riffee

Title: Executive Vice President