Exhibit 99.4
SECOND AMENDMENT TO
AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT (this "AMENDMENT"), dated as of March 28, 2001, is entered into by and
among CORPORATE OFFICE PROPERTIES, L.P., a Delaware limited partnership
("COPLP"), CORPORATE OFFICE PROPERTIES TRUST, a Maryland real estate investment
trust ("COPT"), CORPORATE OFFICE PROPERTIES HOLDINGS, INC., a Delaware
corporation, BLUE XXXX INVESTMENT COMPANY, L.P., a Delaware limited partnership,
SOUTH BRUNSWICK INVESTORS, L.P., a Delaware limited partnership, COMCOURT
INVESTORS, L.P., a Delaware limited partnership, 0000 XXXXX XXXXX, L.P., a
Pennsylvania limited partnership (COPLP, COPT and each of the foregoing
collectively being referred to as the "LOAN PARTIES"), BANKERS TRUST COMPANY and
the other Lenders that are or may become a party to the Credit Agreement
(individually, a "LENDER" and collectively, the "LENDERS"), BANKERS TRUST
COMPANY as administrative agent for the Lenders (in such capacity, "AGENT").
R E C I T A L S
A. The Loan Parties, the Lenders and Agent have entered into that certain
Amended and Restated Senior Secured Credit Agreement dated as of August 31, 1998
(as revised, amended or modified, prior to the date hereof, the "CREDIT
AGREEMENT"). Initially capitalized terms not otherwise defined in this Amendment
shall have the respective definitions ascribed to them in the Credit Agreement.
B. Concurrently with entering into this Amendment, the Loan Parties, the
Lenders thereunder and Agent, inter alia, are entering into an amendment and
restatement of the Revolving Credit Agreement.
C. By entering into this Amendment, the Loan Parties, the Lenders and
Agent desire to amend the Credit Agreement as set forth herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing Recitals (which by
this reference are incorporated herein) and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. REVOLVING CREDIT AGREEMENT; REVOLVING LOAN.
(a) The definition of "Revolving Credit Agreement" as set
forth in Appendix I to the Credit Agreement is amended and restated in its
entirety as follows:
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""REVOLVING CREDIT AGREEMENT" shall mean the Revolving Credit
Agreement described in Recital A, as such agreement is amended,
modified, revised or amended and restated from time to time."
(b) The definition of "Revolving Loan" as set forth in
Appendix I to the Credit Agreement is amended and restated in its entirety
as follows:
""REVOLVING LOAN" shall mean the Revolving Loan described in
Recital A, as such loan is amended, modified, revised, increased,
decreased, extended or recast from time to time."
2. CROSS-COLLATERALIZATION. It is the intent of all parties to this
Amendment that no collateral pledged to the Lenders under the Revolving Loan
Agreement as security for the Revolving Loan shall also be pledged to the
Lenders as security for the Loans; the Loan Documents shall therefore stand
amended, modified and revised mutatis mutandis to reflect such intent. Without
limiting the generality of the foregoing:
(a) The phrase "and that certain collateral pledged to Lenders
as security for the Revolving Loan shall also be pledged to Lenders as
security for the Loans" is deleted from Recital C of the Credit Agreement.
(b) Section 2.7.5 of the Credit Agreement is deleted from the
Credit Agreement in its entirety. The first sentence of Section 7.2.2 of
the Credit Agreement is amended by inserting the phrase "(in such order as
the Agent may, in its sole discretion, elect)" immediately after the first
use of the word "Obligations" in such sentence.
(c) Section 3.1.23 of the Credit Agreement is deleted from the
Credit Agreement in its entirety.
(d) Section 8.1.5 of the Credit Agreement is deleted from the
Credit Agreement in its entirety.
(e) The phrase "and the "Collateral" under, and as defined in,
the Revolving Credit Agreement" is deleted from the definition of
Collateral set forth in Appendix I to the Credit Agreement.
(f) The definition of "Mortgaged Property Subsidiary Guaranty"
set forth in Appendix I to the Credit Agreement is deleted in its
entirety.
3. FINANCIAL COVENANTS.
(a) CONSOLIDATED TANGIBLE NET WORTH. Section 6.7.1 of the
Credit Agreement is amended and restated in its entirety as follows:
"6.7.1 CONSOLIDATED TANGIBLE NET WORTH. The Loan Parties shall
not permit at any time the Consolidated Tangible Net Worth of COPT
and its Subsidiaries to be less than (i) Three Hundred Twenty-Five
Million Dollars ($325,000,000) PLUS (ii) 80% of any Equity Proceeds
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received by COPT and its Subsidiaries (other than from COPT and its
Subsidiaries) after the Closing Date."
(b) MINIMUM PROPERTY INTEREST COVERAGE.
(1) Section 6.7.2 of the Credit Agreement is amended and
restated in its entirety as follows:
"6.7.2 MINIMUM PROPERTY INTEREST COVERAGE. As of the last day
of any calendar quarter, the Loan Parties shall not permit the ratio
of Total Property Adjusted Net Income to Total Property Interest
Expense to be less than 1.6:1.0 (such amounts to be determined with
reference to the preceding 12-month period ending on such last
day)."
(2) The definition of "Total Property Interest Expense"
set forth in the Credit Agreement at Appendix I is amended and
restated in its entirety as follows:
""TOTAL PROPERTY INTEREST EXPENSE" means, for any
period, total interest expense related to outstanding
Indebtedness secured by the Properties, such interest to be
calculated for purposes of this Agreement against the
aggregate amount of the actual outstanding principal amount of
the Loans using a constant based on the greater of (i) the
actual interest rates then accruing on the loans made
hereunder, and (ii) the 10-year Treasury Rate as of the date
of determination, plus 1.75%, instead of the interest rates
actually applicable thereto."
(c) MINIMUM FIXED CHARGE COVERAGE.
(1) The following is added to and made a part of the
Credit Agreement as Section 6.7.7:
"6.7.7 MINIMUM FIXED CHARGE COVERAGE. As of the last day of
any calendar quarter, the Loan Parties shall not permit the ratio of
Consolidated Adjusted Net Income to Consolidated Fixed Charges to be
less than 1.5:1.0 (such amounts to be determined with reference to
the preceding 12-month period ending on such last day)."
(2) The following definition is added to and made a part
of the Credit Agreement at Appendix I, to be inserted in alphabetic
order with respect to the other definitions therein:
""CONSOLIDATED FIXED CHARGES" means, for any period, the sum
of the amounts for such period of (i) Consolidated Interest Expense
PLUS (ii) regularly scheduled principal amortization payments
required by any Indebtedness (except balloon payments)."
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(d) CONSOLIDATED ADJUSTED NET INCOME. The definition of
"Consolidated Adjusted Net Income" set forth in the Credit Agreement at
Appendix I is amended and restated in its entirety as follows:
""CONSOLIDATED ADJUSTED NET INCOME" means, for any period and
without duplication, for COPT and its Subsidiaries, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) provisions for taxes based on
income, (iv) total depreciation expense, (v) total amortization
expense, (vi) losses on the sales of Properties and other
properties, debt restructurings or other nonrecurring expenses, and
(vii) expenses attributable to minority interests; LESS the sum for
such period of (a) a recurring capital expense reserve equal to
$0.15 per net rentable square foot for all Properties other than the
Blue Xxxx Properties, (b) gains on the sales of Mortgaged Properties
and other Properties, debt restructurings and other nonrecurring
income, and (c) income attributable to minority interests, and as
adjusted in a manner acceptable to Agent for straight line rents,
all of the foregoing as determined on a consolidated basis for COPT
and its Subsidiaries in conformity with GAAP."
(e) CONSOLIDATED INTEREST EXPENSE. Paragraphs (a) and (b) of
the definition of "Consolidated Interest Expense" set forth in the Credit
Agreement at Appendix I are amended and restated in their entirety as
follows:
"(a) for the Loans, during the Initial Term, using a constant
based on the greater of (i) the weighted average of actual interest
rates then accruing on Loans made hereunder, and (ii) the
then-current 10-year Treasury Rate as of the date of determination,
plus 1.75%, instead of the interest rates actually applicable
thereto;
(b) for the Loans, during any Extension Term, using a constant
based on the greater of (i) the weighted average of actual interest
rates then accruing on Loans made hereunder, and (ii) the
then-current 10-year Treasury Rate as of the commencement of such
Extension Term, plus 1.75%, instead of the interest rates actually
applicable thereto;"
4. CHANGE IN MANAGEMENT AND CHANGE IN CONTROL.
(a) Section 5.2.4 of the Credit Agreement is amended and
restated in its entirety as follows:
"5.2.4 CHANGE IN MANAGEMENT. At least one of the following
Persons shall remain in the following respective positions for COPT:
Xxxx X. Xxxxxx, III - Chief Executive Officer; Xxxxxxx X. Xxxxxxx -
President and Chief Operating Officer; and Xxxxx X. Xxxxxxx, Xx. -
Senior Vice President and Chief Financial Officer at all times up to
the Maturity Date, provided that, if due to death, incapacity,
removal or any other reason,
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more than two of the foregoing named Persons no longer hold the
respective positions for COPT as described herein, then COPT shall
have up to one hundred eighty (180) days to obtain the approval of
the Requisite Lenders, in their reasonable discretion, for each
replacement executive thereafter proposed by COPT to fill the
positions identified herein. In the event Borrower shall fail to
obtain approval of the Requisite Lenders as provided herein within
such one hundred eighty (180) day period, then, unless waived by the
Requisite Lenders in writing, such failure shall constitute an Event
of Default hereunder."
(b) The following is added to and made a part of the Credit
Agreement as Section 5.2.5:
"5.2.5 CHANGE IN CONTROL. Without the prior written consent of
Lenders having or holding more than 66.67% of the sum of the
aggregate Commitments of all Lenders, no Change of Control shall
occur."
(c) Section 7.1.12 of the Credit Agreement is hereby
re-numbered as Section 7.1.14 of the Credit Agreement. The following are
added to and made a part of the Credit Agreement as Sections 7.1.12 and
7.1.13:
"7.1.12 CHANGE IN MANAGEMENT. Unless waived by the Requisite
Lenders, an Event of Default shall occur under Section 5.2.4; or
7.1.13 CHANGE IN CONTROL. Any Change of Control shall occur;
or"
(d) The following definition is added to and made a part of
the Credit Agreement at Appendix I, to be inserted in alphabetic order
with respect to the other definitions therein:
""CHANGE IN CONTROL" means the occurrence of either or both of
the following:
(a) any Person (including a Person's Affiliates) or group (as
that term is understood under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the rules
and regulations thereunder) shall have acquired after the Closing
Date beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of COPT which, together with other
securities beneficially owned by such Person (including such
Person's Affiliates) or group, result in a holding of thirty percent
(30%) or more of the voting power in the election of trustees of all
securities of COPT then outstanding, expressly excluding, however,
any Person that, as of the Closing Date, holds thirty percent (30%)
or more of such voting securities; or
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(b) during any period of up to twelve (12) consecutive months,
commencing on or after March 30, 2001, individuals who were Trustees
of COPT at the beginning of such twelve (12) month period
("CONTINUING TRUSTEES"), plus any new Trustees whose election or
appointment was approved by a majority of the Continuing Trustees
then in office, shall cease for any reason to constitute a majority
of the Board of Trustees of COPT."
5. LENDER INTEREST RATE AGREEMENTS. Section 8.26 of the Credit
Agreement is amended and restated in its entirety as follows:
"8.26 LENDER INTEREST RATE AGREEMENTS.
Any Lender may, from time to time in its sole and absolute
discretion and as approved by Agent in its reasonable discretion,
enter into one or more Lender Interest Rate Agreements with
Borrower. The obligations of the applicable Loan Party under any
Lender Interest Rate Agreement which is entered into after March 30,
2001 shall be secured by the Collateral only as to the first Five
Million Dollars ($5,000,000) of obligations thereunder (the "Secured
XXX Obligations"), with any remaining obligations of the applicable
Loan Party thereunder being unsecured obligations of such Loan
Party, provided that (a) such Secured XXX Obligations shall be
expressly subordinated and junior in right to payment and
performance to the payment and performance of the Obligations of the
Loan Parties hereunder and (b) no more than one (1) Lender Interest
Rate Agreement, the obligations under which are secured in whole or
in part by the Collateral as provided herein, shall be in existence
at any one time. Each Interest Rate Exchanger (a) hereby appoints
Agent to act as agent in connection with the applicable Lender
Interest Rate Agreement, it being understood and agreed by each
Interest Rate Exchanger that it shall have no right individually to
enforce any remedy in connection with any Lender Interest Rate
Agreement, and (b) hereby agrees to indemnify Agent pursuant to
Section 9.4 in connection with actions taken (or not taken) by Agent
in connection herewith. "
6. CERTAIN OTHER MODIFICATIONS.
(a) The phrase "including any Readvances" is hereby deleted
from Section 2.3.3.1 of the Credit Agreement.
(b) The word "are" in the penultimate sentence of the
definition of "Guaranty" set forth in the Credit Agreement at Appendix I
is hereby revised to read "is".
(c) The definition of "Eligible Assignee" set forth in the
Credit Agreement at Appendix I is amended and restated in its entirety as
follows:
""ELIGIBLE ASSIGNEE" means (i)(a) a commercial bank organized
under the laws of the United States of America or any state thereof;
(b) a
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savings and loan association or savings bank organized under the
laws of the United States of America or any state thereof; (c) a
commercial bank organized under the laws of any other country or a
political subdivision thereof; provided, however, that (x) such bank
is acting through a branch or agency located in the United States of
America or (y) such bank is organized under the laws of a country
that is a member of the Organization for Economic Cooperation and
Development or a political subdivision of such country; and (d) any
other financial institution which extends credit or buys loans as
one of its principal businesses, including, real estate secured
loans, in each case (under clauses (a) through (d) above) that is
reasonably acceptable to Agent; and (ii) Lender and any Affiliate of
Lender; and provided further, however, that (A) each Eligible
Assignee under clauses (i)(a) through (i)(c) above shall have Tier 1
capital (as defined in the regulations of its primary Federal
banking regulator) of not less than $100,000,000, (B) each Eligible
Assignee under clause (i)(d) above shall have a net worth of not
less than Two Hundred Million Dollars ($200,000,000), (C) an entity
shall not be an Eligible Assignee if on the date of assignment of an
interest in the Loan to such entity Borrower is reasonably expected
to become liable for additional costs or withholdings by virtue of
such assignment under Section 2.12.2, and (D) no Eligible Assignee
shall be an Affiliate of any Loan Party."
(d) The words "Capital Leases" appearing in the definition of
"Indebtedness" set forth in the Credit Agreement at Appendix I are hereby
revised to read "capital leases".
7. COPT GUARANTY.
(a) The following definition is added to and made a part of
the Credit Agreement at Appendix I, to be inserted in alphabetic order
with respect to the other definitions therein:
"COPT GUARANTY" means the Guaranty executed and delivered by
COPT in favor of Agent, for the benefit of the Lenders, as amended,
restated, supplemented or otherwise modified from time to time,
pursuant to which COPT guaranties the performance of the Obligations
by Borrower and the Loan Parties."
(b) The definition of "Loan Documents" as set forth in
Appendix I to the Credit Agreement is amended and restated in its entirety
as follows:
"LOAN DOCUMENTS" means, collectively, this Agreement, the
Notes, the Security Documents, the Environmental Indemnity, the COPT
Guaranty and the Fee Letter."
(c) LIMITATION ON RECOURSE. Section 7.3 of the Credit
Agreement is amended and restated in its entirety as follows:
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"7.3 LIMITATION ON RECOURSE AGAINST NON-RECOURSE PARTIES.
Except to the extent of COPT's liability under the COPT Guaranty,
the Non-Recourse Parties shall not be personally liable for the
payment of any sums now or hereafter owing any Lender under the
terms of the Loan Documents, nor subject to mandatory or injunctive
relief for enforcement of their Obligations hereunder. If any Event
of Default should occur under the Loan Documents, Agent and each
Lender agrees that, except for its rights against COPT under the
COPT Guaranty, its rights, as to the Non-Recourse Parties only,
shall be limited to proceeding against any Collateral pledged by the
Non-Recourse Parties as security for the Obligations pursuant to the
Security Documents, and that it shall have no right to proceed
directly against the Non-Recourse Parties for the satisfaction of
any monetary obligation of or enforcement of any monetary claim
hereunder, or for other equitable relief. Nothing contained in this
Section shall in any manner constitute or be deemed a release of the
Obligations or otherwise affect or impair the enforceability against
the other Loan Parties or the Collateral of the Loan Documents or
the enforceability against COPT of the COPT Guaranty. Nothing in
this Section shall impair, in any manner, any right, remedy or
recourse Lender may have against the Non-Recourse Parties for fraud
or any other claim that is not to enforce a provision of the Loan
Documents against the Non-Recourse Parties."
8. REMOVAL OF FLANK DRIVE; RATIFICATION BY REMAINING LOAN PARTIES.
Prior to the date hereof, the Liens in favor of Lenders under the Security
Documents were Released from all Mortgaged Property and other property owned by
Flank Drive pursuant to Section 2.8 of the Credit Agreement. In accordance with
Section 2.8 of the Credit Agreement, Flank Drive shall cease to be a Borrower
under the Credit Agreement and shall have no liability for obligations of the
Loan Parties arising from and after the effective date of the final Release of
such Mortgaged Property and other property. Notwithstanding the foregoing, Flank
Drive shall not be Released from any breach of or Event of Default under any
Loan Document arising prior to the date of such Release, nor from any obligation
under any Loan Document that, by its express terms, survives the termination of
such Loan Document or the Release of any Borrower. The remaining Loan Parties
acknowledge and agree that nothing contained herein shall affect their
respective obligations under the Credit Agreement or other Loan Documents or any
Lien in favor of Lenders under any Security Document.
9. REPRESENTATIONS AND WARRANTIES. Acknowledging that each of the
following representations and warranties is given to induce Agent and the other
Lenders to enter into this Amendment and the documents related thereto, each of
Loan Parties hereby represents and warrants to Agent and the other Lenders that:
(a) The execution and delivery of this Amendment, the COPT
Guaranty, and the other documents related thereto do not contravene,
result in the breach of or constitute a default under any deed of trust,
loan agreement, indenture or other contract or agreement to which any Loan
Party is a party or by which any Loan Party or any of their respective
properties may be bound (nor would such execution and delivery constitute
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such a default with the passage of time or the giving of notice or both)
and does not violate or contravene any law, order, decree, rule,
regulation or restriction to which any Loan Party or any of the Mortgaged
Properties is subject;
(b) This Amendment, the COPT Guaranty and the other documents
related thereto constitute the legal, valid and binding obligations of
Loan Parties that are parties thereto, and are enforceable against such
Loan Parties in accordance with their respective terms;
(c) The respective execution and delivery of, and performance
under, this Amendment, the COPT Guaranty and the other documents related
thereto are within the applicable Loan Parties' respective power and
authority without the joinder or consent of any other party and have been
duly authorized by all requisite action and are not in contravention of
law or their respective organizational documents;
(d) There exists no Event of Default or Potential Event of
Default under the Loan Documents and there are no offsets, claims or
defenses with respect to any of the Obligations, including the Guarantied
Obligations under the COPT Guaranty;
(e) Except for those representations and warranties that are
expressly limited to apply to or as of a specific date, all the
representations and warranties of the Loan Parties under the Loan
Documents and all the representations and warranties of COPT under the
COPT Guaranty are true and correct in all material respects on the date
hereof, all of which are hereby ratified and reaffirmed for all purposes;
(f) There has been no amendment or supplement or change to the
organizational and governance documents of the Loan Parties that were
delivered and certified to Agent and the other Lenders at or subsequent to
Closing Date, all of which organizational and governance documents are in
full force and effect on the date hereof; and
(g) As of the date hereof, each of the Loan Parties is in
legal existence and good standing under the laws of the state of its
respective formation or creation and are duly authorized to conduct
business in which their respective Mortgaged Properties are located.
10. RATIFICATION; RESTATEMENT. Each of the Loan Parties other than
Flank Drive restates and remakes all of the covenants and agreements contained
in the Credit Agreement and other Loan Documents as of the date hereof, and
acknowledges and agrees that, except as modified herein, the Credit Agreement
has not been otherwise modified or amended and remains in full force and effect.
The Security Documents, except to the extent to the contrary set forth in
SECTION 8 of this Amendment, are hereby ratified and confirmed as valid,
subsisting and continuing to secure the Notes, the Loan Documents and any other
Obligations, as modified by this Amendment and all related documents. Nothing
herein, except to the extent to the contrary set forth in SECTION 8 of this
Amendment, shall in any manner diminish, impair or extinguish the Notes, the
Security Documents, or any of the other Obligations. The recitals set forth
above are true, accurate and complete.
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11. CONDITIONS PRECEDENT TO EFFECTIVENESS. This Amendment shall not
become effective, nor shall Agent and the other Lenders be obligated hereunder,
until each of the following conditions precedent in favor of Lender has been
satisfied:
(a) The amendment and restatement of the Revolving Credit
Agreement, and all transactions related thereto, shall have closed and
become legally effective;
(b) The applicable Loan Parties shall have executed and
delivered to Agent this Amendment, the COPT Guaranty and all other
documents to be executed in connection herewith (including any amendments
to or restatements of the Mortgages, financing statements and fixture
filings required by Agent);
(c) No Event of Default or Potential Event of Default under
the Loan Documents shall exist and be continuing;
(d) Lender shall have received from the Title Company such
additional title insurance or endorsements to the Title Policies as Agent
may reasonably require;
(e) Agent shall have conducted, completed and approved all
such investigation and inspection of the Mortgaged Property and the
Improvements as it deems necessary in connection with the transactions
contemplated by this Amendment;
(f) Lender shall have received from the Loan Parties all
certificates and other evidence and opinions of counsel as Agent shall in
its sole and absolute discretion require concerning, inter alia, the Loan
Parties' respective due power and authority to enter into, deliver and
perform their respective obligations under this Amendment, the COPT
Guaranty and all other documents executed in connection therewith.
12. MISCELLANEOUS.
(a) CONFLICTS. In the event of any conflict between the terms
and provisions of the Credit Agreement and this Amendment, the terms and
provisions of this Amendment shall control and govern.
(b) COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which shall be considered an original but all of
which, when taken together, shall constitute but one and the same
instrument.
(c) FURTHER ASSURANCES. Each of the Loan Parties hereby agrees
to execute and deliver to Agent, promptly upon request from Agent, such
other and further documents as may be reasonably necessary or appropriate
to consummate the transactions contemplated in this Amendment and the
other documents related thereto or to perfect the liens, security
interests, collateral assignments and financing statements as Agent may
request to more fully evidence the security and collateral contemplated in
such documents.
[REMAINDER OF PAGE INTENTIONALLY BLANK.]
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IN WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be executed as of the date first above written.
LENDERS:
BANKERS TRUST COMPANY
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
FLEET NATIONAL BANK
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
THE BANK OF NOVA SCOTIA
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
LASALLE NATIONAL BANK
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
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XXXXXXXX XXXX XX XXXXX XXXXXX
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
CHEVY CHASE BANK, FSB
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
SUN TRUST BANK (FORMERLY CRESTAR BANK)
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
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KEYBANK NATIONAL ASSOCIATION
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
AGENT:
BANKERS TRUST COMPANY,
as Agent for the Lenders
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
COPLP:
CORPORATE OFFICE PROPERTIES, L.P.,
a Delaware limited partnership
By: CORPORATE OFFICE PROPERTIES TRUST, a Maryland
real estate investment trust, its general
partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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COPT:
CORPORATE OFFICE PROPERTIES TRUST, a Maryland real
estate investment trust
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
OTHER LOAN PARTIES:
CORPORATE OFFICE PROPERTIES HOLDINGS, INC., a
Delaware corporation
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
BLUE XXXX INVESTMENT COMPANY, L.P., a Delaware
limited partnership
By: CORPORATE OFFICE PROPERTIES HOLDINGS, INC., a
Delaware corporation, its general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
X-0
XXXXX XXXXXXXXX INVESTORS, L.P., a Delaware limited
partnership
By: CORPORATE OFFICE PROPERTIES HOLDINGS, INC., a
Delaware corporation, its general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
COMCOURT INVESTORS, L.P., a Delaware limited
partnership
By: CORPORATE OFFICE PROPERTIES HOLDINGS, INC., a
Delaware corporation, its general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
0000 XXXXX XXXXX, L.P., a Pennsylvania limited
partnership
By: CORPORATE OFFICE PROPERTIES HOLDINGS, INC., a
Delaware corporation, its general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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