0001104659-04-006946 Sample Contracts

INDEMNITY DEED OF TRUST NOTE (Reserve Parcel Note)
Indemnity Deed of Trust Note • March 11th, 2004 • Corporate Office Properties Trust • Real estate investment trusts • Maryland

FOR VALUE RECEIVED, CORPORATE OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Borrower”), promises to pay to the order of JOLLY KNOLLS, LLC, a Maryland limited liability company (“Lender”; the Lender and any assignee or other lawful owner of this Note being hereinafter called the “Holder”), at its principal office in Columbia, Maryland, or at such other place or to such other party as the holder hereof may from time to time designate, the principal sum of Seven Million Two Hundred Thirty Five Thousand Three Hundred Fifteen and 07/100 Dollars ($7,235,315.07) (the “Principal Sum”), together with interest on the unpaid Principal Sum, on the terms set forth in this Note. Every word or term in this Note that is capitalized for the purpose of indicating a particular meaning and not specifically defined herein has the meaning set forth in the Deed of Trust (hereinafter defined).

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AMENDMENT TO CONTRACT OF SALE
Contract of Sale • March 11th, 2004 • Corporate Office Properties Trust • Real estate investment trusts

THIS AMENDMENT TO CONTRACT OF SALE (this “Amendment”) is made and entered into as of the 7 day of November, 2003 (the “Effective Date”), by and between JOLLY ACRES LIMITED PARTNERSHIP, a Maryland limited partnership (“Seller”) and CORPORATE OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Buyer”).

AMENDMENT TO AGREEMENT OF SALE
Agreement of Sale • March 11th, 2004 • Corporate Office Properties Trust • Real estate investment trusts

THIS AMENDMENT TO AGREEMENT OF SALE (this “Amendment”) is made and entered into as of the 7 day of November, 2003 (the “Effective Date”), by and between JOLLY KNOLLS, LLC, a Maryland limited liability company (“Seller”) and CORPORATE OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Buyer”).

FOURTEENTH AMENDMENT TO
Limited Partnership Agreement • March 11th, 2004 • Corporate Office Properties Trust • Real estate investment trusts

THIS FOURTEENTH AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of December 18, 2003, by and among the undersigned parties.

CONTRACT OF SALE
Contract of Sale • March 11th, 2004 • Corporate Office Properties Trust • Real estate investment trusts • Maryland

THIS CONTRACT OF SALE (this “Contract”) is made and executed this 27 day of February, 2003, by and between JOLLY ACRES LIMITED PARTNERSHIP, a Maryland limited partnership (“Seller”), and CORPORATE OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Buyer”).

Limited Partnership Agreement
Limited Partnership Agreement • March 11th, 2004 • Corporate Office Properties Trust • Real estate investment trusts

This Fifteenth Amendment (the Amendment) to the Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P., a Delaware limited partnership (the Partnership), is made and entered into as of January 31, 2004, by the undersigned.

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