Exhibit 1.2
CORPORATE OFFICE PROPERTIES TRUST
Common Shares of Beneficial Interest
AMENDMENT TO
SALES AGREEMENT
March 26, 2015
CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Reference is made to the Sales Agreement, dated October 31, 2012 (the “Sales Agreement”), among Corporate Office Properties Trust, a Maryland real estate investment trust (the “Company”), Corporate Office Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), and Citigroup Global Markets Inc., as sales agent and/or principal (the “Agent”), pursuant to which the Company proposed to sell from time to time through the Agent and the Alternative Agents shares of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000 (the “Maximum Amount”) on the terms set forth in Section 2 of the Sales Agreement. All capitalized terms used in this Amendment No. 1 to Sales Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. In consideration of the mutual agreement to enter into this Amendment, the parties hereto, intending legally to be bound, hereby amend and modify the Sales Agreement as of the date hereof, with effect from the date hereof and not retroactively, as follows:
1. Amendments.
(a) The first sentence of Section 1(a) of the Sales Agreement is hereby deleted and replaced in its entirety with the following:
An “automatic shelf registration statement” on Form S-3 as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) relating to the Stock being sold by the Company, including a base prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act and such Registration Statement became effective upon filing with the Commission. References to “Registration Statement” shall mean (a) prior to March 26, 2015, the registration statement on Form S-3 (No. 333-180446) and (b) on or after March 26, 2015, the registration statement on Form S-3 (No. 333-190137).
(b) Section 1(a)(ii) of the Sales Agreement is hereby deleted and replaced in its entirety with the following:
“Base Prospectus” means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission.
(c) Section 1(a)(viii) of the Sales Agreement is hereby deleted and replaced in its entirety with the following:
“Prospectus Supplement” means (a) prior to March 26, 2015, the prospectus supplement specifically relating to the Stock prepared and filed with the Commission pursuant to Rule 424(b) on October 31, 2012, and (b) on or after March 26, 2015, the prospectus supplement specifically relating to the Stock prepared and filed with the Commission pursuant to 424(b) in the form most recently filed by the Company with the Commission; and
(d) The following is added to the Sales Agreement as Section 1(vv):
Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, or employee of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
(e) The first sentence of Section 5(a) of the Sales Agreement is hereby deleted and replaced in its entirety with the following:
The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) and the Company shall have complied with all other requirements applicable to the Prospectus or any supplement thereto under Rule 424(b) (without giving effect to Rule 424(b)(8).
(f) Schedules I, II, III and IV to the Sales Agreement are hereby deleted and replaced in their entirety with Schedules I, II, III and IV to this Amendment, respectively.
2. No Other Amendments. Except as specifically set forth herein, all other provisions of the Sales Agreement shall remain in full force and effect.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
4. Waiver of Jury Trial. The Company and the Agent hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment or the transactions contemplated hereby.
5. Counterparts. This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.
6. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment.
[Signature Pages Follow]
If the foregoing correctly sets forth the agreement between the Company, the Operating Partnership and the Agent, please indicate your acceptance in the space provided for that purpose below.
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Very truly yours, | |||
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CORPORATE OFFICE PROPERTIES TRUST | |||
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By: |
/s/ Anthony J. Mifsud | |
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Anthony Mifsud | ||
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Executive Vice President and Chief Financial Officer | ||
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CORPORATE OFFICE PROPERTIES, L.P. | |||
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By: |
Corporate Office Properties Trust, | ||
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its sole general partner | ||
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By: |
/s/ Anthony J. Mifsud | |
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Anthony Mifsud | ||
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Executive Vice President and Chief Financial Officer | ||
[Amendment to Sales Agreement]
Accepted:
CITIGROUP GLOBAL MARKETS INC.
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By: |
/s/ Paul Ingrassia |
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Authorized Representative |
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[Amendment to Sales Agreement]
SCHEDULE I
SUBSIDIARIES
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Name |
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Jurisdiction of |
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Foreign |
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Corporate Office Properties Trust |
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Maryland |
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PA |
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Business Trusts |
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W&M Business Trust |
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Maryland |
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2500 Riva Trust |
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Maryland |
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8027 Corporate Drive Business Trust |
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Maryland |
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COPT Babcock Business Trust |
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Maryland |
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CO |
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Campbell Boulevard Trust |
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Maryland |
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Campbell Boulevard I Business Trust |
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Maryland |
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Campbell Boulevard II Business Trust |
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Maryland |
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Campbell Corporate Center I-2 Business Trust |
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Maryland |
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Corporate Place I Business Trust |
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Maryland |
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Corporate Place III Business Trust |
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Maryland |
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Corporate Place IV Business Trust |
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Maryland |
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Franklin Ridge No. 1 Business Trust |
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Maryland |
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Franklin Ridge No. 2 Business Trust |
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Maryland |
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Franklin Ridge No. 3 Business Trust |
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Maryland |
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Franklin Ridge No. 4 Business Trust |
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Maryland |
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Franklin Ridge V Business Trust |
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Maryland |
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Franklin Ridge Open Space Business Trust |
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Maryland |
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Lot 401 Business Trust |
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Maryland |
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McLean Ridge I Business Trust |
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Maryland |
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McLean Ridge II Business Trust |
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Maryland |
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McLean Ridge III Business Trust |
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Maryland |
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McLean Ridge IV Business Trust |
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Maryland |
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Nottingham Ridge I Business Trust |
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Maryland |
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Nottingham Ridge II Business Trust |
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Maryland |
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Nottingham Ridge III Business Trust |
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Maryland |
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Name |
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Jurisdiction of |
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Foreign |
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Nottingham Ridge No. 20 Business Trust |
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Maryland |
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Nottingham Ridge No. 30 Business Trust |
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Maryland |
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Philadelphia Road Business Trust |
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Maryland |
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Tyler Ridge I Business Trust |
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Maryland |
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Tyler Ridge II Business Trust |
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Maryland |
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Tyler Ridge II A Business Trust |
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Maryland |
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Tyler Ridge Water Management Business Trust |
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Maryland |
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White Marsh Business Center 2 Business Trust |
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Maryland |
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White Marsh Hi-Tech 1 Business Trust |
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Maryland |
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White Marsh Hi-Tech 2 Business Trust |
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Maryland |
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Limited & General Partnerships |
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Blue Bell Investment Company, L.P. |
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Delaware |
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PA |
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Colgatedrive Associates, L.P. |
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Pennsylvania |
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Maryland |
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Corporate Center I Limited Partnership |
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Maryland |
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Corporate Office Properties, L.P. |
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Delaware |
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MD, NJ, PA, VA, AL, DC |
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Corporate Gateway, L.P. |
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Delaware |
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PA |
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COPT 8000 Potranco, L.P. |
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Texas |
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COPT 8030 Potranco, L.P. |
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Texas |
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COPT 8100 Potranco, L.P. |
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Texas |
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COPT Gateway, LP |
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DE |
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PA |
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COPT Harrisburg, L.P. |
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Maryland |
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COPT Pennlyn, L.P. |
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PA |
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COPT San Antonio, L.P. |
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Texas |
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COPT San Antonio II, L.P. |
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Texas |
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COPT SA Technology Center, L.P. |
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Texas |
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COPT Sentry Gateway 100, L.P. |
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Texas |
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COPT Westpointe 3A, L.P. |
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Texas |
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COPT Westpointe 4, L.P. |
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Texas |
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Harrisburg Corporate Gateway Partners, L.P. |
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Delaware |
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PA |
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Name |
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Jurisdiction of |
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Foreign |
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Tyler Ridge Limited Partnership |
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Maryland |
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White Marsh Business Center Limited Partnership |
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Maryland |
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Corporations |
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Corporate Office Management, Inc. |
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Maryland |
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DE, VA, PA |
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Corporate Office Properties Holdings, Inc. |
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Delaware |
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PA |
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COPT Acquisitions, Inc. |
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Delaware |
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PA, MD, VA, DC, AL, TX |
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Nottingham Ridge Holding Corp. |
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Maryland |
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Nottingham Commons I Holding Corp. |
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Maryland |
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Nottingham Commons II Holding Corp. |
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Maryland |
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Limited Liability Companies |
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ASI, LLC |
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Maryland |
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Aerotech Manager, LLC |
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Maryland |
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Airport Square, LLC |
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Maryland |
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Airport Square II, LLC |
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Maryland |
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Airport Square IV, LLC |
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Maryland |
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Airport Square V, LLC |
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Maryland |
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Airport Square X, LLC |
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Maryland |
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Airport Square XI, LLC |
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Maryland |
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Airport Square XIII, LLC |
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Maryland |
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Airport Square XIV, LLC |
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Maryland |
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Airport Square XV, LLC |
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Maryland |
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Airport Square XIX, LLC |
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Maryland |
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Airport Square XX, LLC |
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Maryland |
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Airport Square XXI, LLC |
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Maryland |
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Airport Square XXII, LLC |
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Maryland |
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Airport Square Holdings I, LLC |
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Delaware |
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Maryland |
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Airport Square Holdings VI and VII, LLC |
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Delaware |
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Maryland |
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Airport Square Partners, LLC |
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Maryland |
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Name |
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Jurisdiction of |
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Foreign |
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Airport Square Storms, LLC |
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Maryland |
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AP#5 Lot A, LLC |
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Maryland |
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AP#5 Lot B, LLC |
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Maryland |
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AP#5 Lot C, LLC |
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Maryland |
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Arundel Preserve #5, LLC |
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Maryland |
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Atrium Building, LLC |
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Maryland |
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Canton Crossing Retail, LLC |
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Maryland |
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Clarks Hundred, LLC |
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Maryland |
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Clarks Hundred II, LLC |
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Maryland |
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Colorado Land Acquisition, LLC |
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Colorado |
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Columbia Equity Finance, LLC |
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Maryland |
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Columbia Gateway S-28, L.L.C. |
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Maryland |
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Commons Office Research, LLC |
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Maryland |
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COMI Investments, LLC |
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Maryland |
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Commons Office 6-B, LLC |
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Maryland |
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Concourse 1304, LLC |
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Maryland |
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COPT Academy Ridge, LLC |
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Colorado |
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COPT Aberdeen, LLC |
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Maryland |
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COPT Aerotech, LLC |
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Colorado |
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COPT AP 9, LLC |
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Maryland |
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COPT Arundel Preserve, LLC |
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Maryland |
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COPT Baltimore County I, LLC |
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Maryland |
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COPT Baltimore County II, LLC |
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Maryland |
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COPT Bridge Street Office, LLC |
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Alabama |
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COPT CC 1600, LLC |
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Maryland |
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COPT CC Bulkhead, LLC |
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Maryland |
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COPT CCW I, LLC |
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Maryland |
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COPT CCW II, LLC |
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Maryland |
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COPT CCW III, LLC |
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Maryland |
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COPT CC D1, LLC |
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Maryland |
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COPT CC Holding, LLC |
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Maryland |
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COPT CC Parking, LLC |
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Maryland |
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COPT CC Tower, LLC |
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Maryland |
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Name |
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Jurisdiction of |
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Foreign |
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COPT Chantilly, LLC |
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Virginia |
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COPT Chantilly II, LLC |
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Virginia |
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COPT Chantilly I Manager, LLC |
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Maryland |
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COPT Chantilly II Manager, LLC |
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Maryland |
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COPT Colgate General, LLC |
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Delaware |
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Maryland |
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COPT Concourse, LLC |
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Delaware |
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Maryland |
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COPT Connect, LLC |
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Virginia |
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COPT Cresterra 3535, LLC |
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Colorado |
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COPT Cresterra Master, LLC |
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Colorado |
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COPT Dahlgren, LLC |
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Virginia |
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COPT Dahlgren I, LLC |
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Virginia |
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COPT Dahlgren II, LLC |
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Virginia |
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COPT Dahlgren IV, LLC |
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Virginia |
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COPT Dahlgren Land, LLC |
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Virginia |
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COPT Data Management, LLC |
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Maryland |
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COPT DC-6, LLC |
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Delaware |
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Virginia |
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COPT DC-8, LLC |
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Virginia |
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COPT DC-11, LLC |
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Virginia |
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COPT DC-12, LLC |
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Virginia |
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COPT Development & Construction Services, LLC |
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Maryland |
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PA, VA, TX, AL, DC |
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COPT Fairview, LLC |
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Virginia |
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COPT Frederick, LLC |
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Maryland |
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COPT Gate 63, LLC |
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Maryland |
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COPT Gate 6700-6708-6724, LLC |
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Maryland |
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COPT Gateway Commerce, LLC |
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Delaware |
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Maryland |
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COPT General, LLC |
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Maryland |
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COPT Greens I, LLC |
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Virginia |
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COPT Greens II, LLC |
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Virginia |
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COPT Greens III, LLC |
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Virginia |
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COPT Harbour’s Edge, LLC |
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Maryland |
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COPT Harrisburg GP, LLC |
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Maryland |
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Name |
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Jurisdiction of |
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Foreign |
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COPT Huntsville, LLC |
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Maryland |
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COPT Interquest, LLC |
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Colorado |
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COPT Interquest III, LLC |
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Colorado |
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COPT Interquest IV, LLC |
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Colorado |
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COPT Interquest Epic I, LLC |
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Colorado |
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COPT Interquest Hybrid I, LLC |
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Colorado |
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COPT Interquest Hybrid II, LLC |
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Colorado |
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COPT-Kirk AP#5, LLC |
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Maryland |
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COPT Maritime I & II, LLC |
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Delaware |
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DC |
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COPT McLearen, LLC |
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Virginia |
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COPT Metro Place II, LLC |
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Virginia |
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COPT Newport, LLC |
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Colorado |
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COPT Newport C, LLC |
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Colorado |
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COPT Newport D, LLC |
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Colorado |
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COPT Northcreek, LLC |
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Colorado |
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COPT Northgate A, LLC |
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Maryland |
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COPT Northgate B, LLC |
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Maryland |
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COPT Northgate C, LLC |
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Maryland |
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COPT Northgate D, LLC |
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Maryland |
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COPT Northgate H, LLC |
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Maryland |
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COPT Northgate I, LLC |
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Maryland |
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COPT Opportunity Invest I, LLC |
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Maryland |
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COPT Powerhouse, LLC |
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Maryland |
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COPT Park Meadow, LLC |
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Virginia |
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COPT Parkstone, LLC |
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Virginia |
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COPT Patriot Park I, LLC |
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Colorado |
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COPT Patriot Park II, LLC |
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Colorado |
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COPT Patriot Park V, LLC |
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Colorado |
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COPT Patriot Park VI, LLC |
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Colorado |
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COPT Patriot Park VII, LLC |
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Colorado |
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COPT Patriot Park at Galley, LLC |
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Colorado |
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COPT Pres Investment, LLC |
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Maryland |
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COPT Property Management Services, LLC |
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Maryland |
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DC, VA, DE, |
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Name |
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Jurisdiction of |
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Foreign |
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PA, TX, AL |
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COPT Renovation, LLC |
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Maryland |
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COPT Richmond I, LLC |
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Virginia |
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COPT Ridgeview I, LLC |
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Virginia |
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COPT Ridgeview II & III, LLC |
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Virginia |
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COPT Riverwood, LLC |
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Maryland |
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COPT San Antonio General, LLC |
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Texas |
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COPT Southwest VA, LLC |
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Virginia |
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COPT Sunrise, LLC |
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Virginia |
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COPT Stonecroft, LLC |
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Virginia |
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COPT T-11, LLC |
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Maryland |
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COPT Virtru, LLC |
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Maryland |
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COPT Waterview I, LLC |
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Virginia |
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COPT Waterview III, LLC |
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Virginia |
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COPT Westbranch, LLC |
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Virginia |
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Cornucopia Holdings, LLC |
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Maryland |
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Cornucopia Holdings II, LLC |
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Maryland |
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Corporate Center I, LLC |
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Maryland |
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Corporate Development Services, LLC |
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Maryland |
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VA |
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Corporate Gatespring, LLC |
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Maryland |
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Corporate Gatespring II, LLC |
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Maryland |
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Corporate Office Services, LLC |
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Maryland |
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Corporate Paragon, LLC |
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Maryland |
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Corporate Place B Equity Affiliates, LLC |
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Maryland |
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Corporate Property, LLC |
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Maryland |
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Crown Point, L.L.C. |
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Delaware |
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Maryland |
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Delaware Airport III, LLC |
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Delaware |
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Maryland |
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Delaware Airport VIII, LLC |
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Delaware |
|
Maryland |
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Delaware Airport IX, LLC |
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Delaware |
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Maryland |
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Enterprise Campus Developer, LLC |
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Maryland |
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Fifth Exploration, L.L.C. |
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Maryland |
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Fourth Exploration, L.L.C. |
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Maryland |
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Gateway Crossing 95, LLC |
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Maryland |
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|
|
Name |
|
Jurisdiction of |
|
Foreign |
|
|
|
|
|
|
|
Gateway 44, LLC |
|
Maryland |
|
|
|
Gateway 67, LLC |
|
Maryland |
|
|
|
Gateway 70, LLC |
|
Maryland |
|
|
|
Gateway 70 Holdings, LLC |
|
Maryland |
|
|
|
Great Mills I, L.L.C. |
|
Delaware |
|
|
|
Great Mills II, L.L.C. |
|
Delaware |
|
|
|
Great Mills III, L.L.C. |
|
Delaware |
|
|
|
Great Mills IV, L.L.C. |
|
Delaware |
|
Maryland |
|
Great Mills V, L.L.C. |
|
Delaware |
|
Maryland |
|
Harrisburg Investors II, LLC |
|
Delaware |
|
|
|
Harrisburg Investors III, LLC |
|
Delaware |
|
|
|
Honeyland 108, LLC |
|
Maryland |
|
|
|
Huntsville Holdings, LLC |
|
Maryland |
|
|
|
Jolly COPT I, LLC |
|
Maryland |
|
|
|
Jolly COPT II, LLC |
|
Maryland |
|
|
|
LW Redstone Company, LLC |
|
Delaware |
|
AL |
|
Maritime Holdings, LLC |
|
Maryland |
|
|
|
M Square Associates, LLC |
|
Maryland |
|
|
|
M Square NOAA, LLC |
|
Maryland |
|
|
|
M Square 5825, LLC |
|
Maryland |
|
|
|
M Square 5850, LLC |
|
Maryland |
|
|
|
MOR Forbes, LLC |
|
Maryland |
|
|
|
MOR Forbes 2, LLC |
|
Maryland |
|
|
|
NBP One, LLC |
|
Maryland |
|
|
|
NBP Huff & Puff, LLC |
|
Maryland |
|
|
|
NBP Lot 3-A, LLC |
|
Maryland |
|
|
|
NBP Retail, LLC |
|
Maryland |
|
|
|
NBP 131, LLC |
|
Maryland |
|
|
|
NBP 132, LLC |
|
Maryland |
|
|
|
NBP 133, LLC |
|
Maryland |
|
|
|
NBP 134, LLC |
|
Maryland |
|
|
|
NBP 135, LLC |
|
Maryland |
|
|
|
NBP 140, LLC |
|
Maryland |
|
|
|
Name |
|
Jurisdiction of |
|
Foreign |
|
|
|
|
|
|
|
NBP 141, LLC |
|
Maryland |
|
|
|
NBP 191, LLC |
|
Maryland |
|
|
|
NBP 201, LLC |
|
Maryland |
|
|
|
NBP 201 Holdings, LLC |
|
Maryland |
|
|
|
NBP 211, LLC |
|
Maryland |
|
|
|
NBP 211 Holdings, LLC |
|
Maryland |
|
|
|
NBP 220, LLC |
|
Maryland |
|
|
|
NBP 220 Holdings, LLC |
|
Maryland |
|
|
|
NBP 221, LLC |
|
Maryland |
|
|
|
NBP 300, LLC |
|
Maryland |
|
|
|
NBP 302, LLC |
|
Maryland |
|
|
|
NBP 304, LLC |
|
Maryland |
|
|
|
NBP 306, LLC |
|
Maryland |
|
|
|
NBP 308, LLC |
|
Maryland |
|
|
|
NBP 310, LLC |
|
Maryland |
|
|
|
NBP 312, LLC |
|
Maryland |
|
|
|
NBP 314, LLC |
|
Maryland |
|
|
|
NBP 316, LLC |
|
Maryland |
|
|
|
NBP 318, LLC |
|
Maryland |
|
|
|
NBP 320, LLC |
|
Maryland |
|
|
|
NBP 322, LLC |
|
Maryland |
|
|
|
NBP 324, LLC |
|
Maryland |
|
|
|
NBP 410, LLC |
|
Maryland |
|
|
|
NBP 420, LLC |
|
Maryland |
|
|
|
NBP 430, LLC |
|
Maryland |
|
|
|
NBP 520, LLC |
|
Maryland |
|
|
|
NBP 540, LLC |
|
Maryland |
|
|
|
Northcreek Manager, LLC |
|
Maryland |
|
|
|
One Sellner Road, LLC |
|
Maryland |
|
|
|
Park Circle Equities, LLC |
|
Maryland |
|
|
|
Patriot Park, L.L.C. |
|
Colorado |
|
|
|
Patriot Ridge I, LLC |
|
Virginia |
|
|
|
Patriot Ridge II, LLC |
|
Virginia |
|
|
|
Name |
|
Jurisdiction of |
|
Foreign |
|
|
|
|
|
|
|
Patriot Ridge Commons, LLC |
|
Virginia |
|
|
|
Patriot Ridge Holdings, LLC |
|
Virginia |
|
|
|
Patriot Ridge 7770, LLC |
|
Virigina |
|
|
|
Pecan Court L.L.C. |
|
Maryland |
|
|
|
Powerloft Holdings, LLC |
|
Delaware |
|
|
|
Red Cedar Building, LLC |
|
Maryland |
|
|
|
Redstone Gateway 1000, LLC |
|
Delaware |
|
AL |
|
Redstone Gateway 1100, LLC |
|
Delaware |
|
AL |
|
Redstone Gateway 1200, LLC |
|
Delaware |
|
AL |
|
Redstone Gateway 2100, LLC |
|
Delaware |
|
AL |
|
Redstone Gateway 6500, LLC |
|
Delaware |
|
AL |
|
Redstone Gateway 7200, LLC |
|
Delaware |
|
AL |
|
RIVA Trustee, LLC |
|
Maryland |
|
|
|
Riverwood Business Center Equity Affiliates, LLC |
|
Maryland |
|
|
|
Tech Park I, LLC |
|
Maryland |
|
|
|
Tech Park II, LLC |
|
Maryland |
|
|
|
Tech Park IV, LLC |
|
Maryland |
|
|
|
Third Exploration L.L.C. |
|
Maryland |
|
|
|
TRC Pinnacle Towers, L.L.C. |
|
Virginia |
|
|
|
Tyler Ridge I, LLC |
|
Maryland |
|
|
|
White Marsh Business Center, LLC |
|
Maryland |
|
|
|
WMBC 13A Investment Company, LLC |
|
Maryland |
|
|
|
67 Financing LLC |
|
Maryland |
|
|
|
110 Thomas Johnson, LLC |
|
Maryland |
|
|
|
131 Parkway, LLC |
|
Maryland |
|
|
|
133 Parkway, LLC |
|
Maryland |
|
|
|
134, LLC |
|
Maryland |
|
|
|
135 Parkway, LLC |
|
Maryland |
|
|
|
Name |
|
Jurisdiction of |
|
Foreign |
|
|
|
|
|
|
|
141 Parkway, LLC |
|
Maryland |
|
|
|
250 Charm City, LLC |
|
Maryland |
|
|
|
302 Sentinel, LLC |
|
Maryland |
|
|
|
304 Sentinel, LLC |
|
Maryland |
|
|
|
306 Sentinel, LLC |
|
Maryland |
|
|
|
318 Sentinel, LLC |
|
Maryland |
|
|
|
320 Sentinel, LLC |
|
Maryland |
|
|
|
322 Sentinel, LLC |
|
Maryland |
|
|
|
800 International, LLC |
|
Maryland |
|
|
|
849 International, LLC |
|
Maryland |
|
|
|
881 Elkridge Landing, LLC |
|
Maryland |
|
|
|
900 International, LLC |
|
Maryland |
|
|
|
930 International, LLC |
|
Maryland |
|
|
|
999 Corporate, LLC |
|
Maryland |
|
|
|
1099 Winterson, LLC |
|
Maryland |
|
|
|
1190 Winterson, LLC |
|
Maryland |
|
|
|
1199 Winterson, LLC |
|
Maryland |
|
|
|
1362 Mellon, LLC |
|
Maryland |
|
|
|
1460 Dorsey Road, LLC |
|
Maryland |
|
|
|
1550 Nursery, LLC |
|
Maryland |
|
|
|
2691 Technology, LLC |
|
Maryland |
|
|
|
2701 Technology, LLC |
|
Maryland |
|
|
|
2711 Technology, LLC |
|
Maryland |
|
|
|
2720 Technology, LLC |
|
Maryland |
|
|
|
2730 Hercules, LLC |
|
Maryland |
|
|
|
5825 URC Borrower, LLC |
|
Maryland |
|
|
|
5850 URC Borrower, LLC |
|
Maryland |
|
|
|
6700 Alexander Bell, LLC |
|
Maryland |
|
|
|
6711 Gateway, LLC |
|
Maryland |
|
|
|
6711 Gateway Funding, LLC |
|
Maryland |
|
|
|
6721 Gateway, LLC |
|
Maryland |
|
|
|
Name |
|
Jurisdiction of |
|
Foreign |
|
|
|
|
|
|
|
6721 CGD, LLC |
|
Maryland |
|
|
|
6731 CG, LLC |
|
Maryland |
|
|
|
6741 Gateway, LLC |
|
Maryland |
|
|
|
6940 CGD, LLC |
|
Maryland |
|
|
|
6950 CG, LLC |
|
Maryland |
|
|
|
7000 CG, LLC |
|
Maryland |
|
|
|
7000 Honeys, LLC |
|
Maryland |
|
|
|
7005 Columbia Gateway, LLC |
|
Maryland |
|
|
|
7015 Albert Einstein Drive, L.L.C. |
|
Maryland |
|
|
|
7130 Columbia Gateway, LLC |
|
Maryland |
|
|
|
7150-70 Riverwood, LLC |
|
Maryland |
|
|
|
7200 Riverwood, LLC |
|
Maryland |
|
|
|
7205 Riverwood, LLC |
|
Maryland |
|
|
|
7240 Parkway Drive Enterprises, LLC |
|
Maryland |
|
|
|
7318 Parkway Drive Enterprises, LLC |
|
Maryland |
|
|
|
7320 Parkway Drive Enterprises, LLC |
|
Maryland |
|
|
|
7320 PD, LLC |
|
Maryland |
|
|
|
7740 Milestone, LLC |
|
Maryland |
|
|
|
7760 Milestone Parkway, LLC |
|
Maryland |
|
|
|
7780 Milestone Parkway, LLC |
|
Maryland |
|
|
|
7874 Milestone Parkway, LLC |
|
Maryland |
|
|
|
7876 Milestone Parkway, LLC |
|
Maryland |
|
|
|
7878 Milestone Parkway, LLC |
|
Maryland |
|
|
|
7880 Milestone Parkway, LLC |
|
Maryland |
|
|
|
8621 RFD, LLC |
|
Maryland |
|
|
|
8661 RFD, LLC |
|
Maryland |
|
|
|
9690 Deereco Road, LLC |
|
Maryland |
|
|
|
9965 Federal Drive, LLC |
|
Colorado |
|
|
|
Name |
|
Jurisdiction of |
|
Foreign |
|
|
|
|
|
|
|
45310 Abell House, LLC |
|
Maryland |
|
|
|
|
|
|
|
|
|
Associations for which a Subsidiary of the Company is “Developer” |
|
|
|
|
|
|
|
|
|
|
|
White Marsh Business Community Owners’ Association II, Inc. |
|
Maryland |
|
|
|
White Marsh Community Owners’ Association, Inc. |
|
Maryland |
|
|
SCHEDULE II
SIGNIFICANT SUBSIDIARIES - MLB OPINION
Corporate Development Services, LLC
Corporate Office Management, Inc.
Corporate Office Properties, L.P.
COPT Property Management Services, LLC
SCHEDULE III
SIGNIFICANT SUBSIDIARIES — GENERAL COUNSEL OPINION
Airport Square II, LLC
Blue Bell Investment Company, L.P.
Corporate Gatespring, LLC
NBP One, LLC
NBP 131, LLC
NBP 135, LLC
7200 Riverwood, LLC
SCHEDULE IV
MATERIAL DOCUMENTS
Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated December 7, 1999 (filed with the Company’s Annual Report on Form 10-K on March 16, 2000).
First Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated December 21, 1999 (filed with the Company’s Annual Report on Form 10-K on March 16, 2000).
Second Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated December 21, 1999 (filed with the Company’s Post Effective Amendment No. 2 to Form S-3, dated November 1, 2000 (Registration Statement No. 333-71807)).
Third Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated September 29, 2000 (filed with the Company’s Post Effective Amendment No. 2 to Form S-3, dated November 1, 2000 (Registration Statement No. 333-71807)).
Fourth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated November 27, 2000 (filed with the Company’s Annual Report on Form 10-K on March 27, 2003).
Fifth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated January 25, 2001 (filed with the Company’s Annual Report on Form 10-K on March 27, 2003).
Sixth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated April 3, 2001 (filed with the Company’s Current Report on Form 8-K, dated April 4, 2001).
Seventh Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated August 30, 2001 (filed with the Company’s Annual Report on Form 10-K on March 27, 2003).
Eighth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated September 14, 2001 (filed with the Company’s Amended Current Report on Form 8-K dated September 14, 2001).
Ninth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated October 6, 2001 (filed with the Company’s Annual Report on Form 10-K on March 27, 2003).
Tenth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated December 29, 2001 (filed with the Company’s Annual Report on Form 10-K on March 27, 2003).
Eleventh Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated December 15, 2002 (filed with the Company’s Annual Report on Form 10-K on March 27, 2003).
Twelfth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated as of June 2, 2003 (filed with the Company’s Quarterly Report on Form 10-Q on August 12, 2003).
Thirteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated as of August 11, 2003 (filed with the Company’s Quarterly Report on Form 10-Q on November 12, 2003).
Fourteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated as of December 18, 2003 (filed with the Company’s Annual Report on Form 10-K on March 11, 2004).
Fifteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated as of January 31, 2004 (filed with the Company’s Annual Report on Form 10-K on March 11, 2004).
Sixteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated April 15, 2004 (filed with the Company’s Quarterly Report on Form 10-Q on May 7, 2004).
Seventeenth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated September 23, 2004 (filed with the Company’s Current Report on Form 8-K dated September 23, 2004).
Eighteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated April 18, 2005 (filed with the Company’s Current Report on Form 8-K dated April 22, 2005).
Nineteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated July 8, 2005 (filed with the Company’s Current Report on Form 8-K dated July 14, 2005).
Twentieth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated June 29, 2006 (filed with the Company’s Current Report on Form 8-K, dated July 6, 2006).
Twenty-First Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated July 20, 2006 (filed with the Company’s Current Report on Form 8-K, dated July 26, 2006).
Twenty-Second Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated January 9, 2007 (filed with the Company’s Current Report on Form 8-K, dated January 16, 2007).
Twenty-Third Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated April 6, 2007 (filed with the Company’s Current Report on Form 8-K, dated April 12, 2007).
Twenty-Fourth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated November 2, 2007 (filed with the Company’s Current Report on Form 8-K, dated November 5, 2007).
Twenty-Fifth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated December 31, 2008 (filed with the Company’s Current Report on Form 8-K, dated January 5, 2009).
Twenty-Sixth Amendment to Second Amended and Restated Limited Partnership Agreement of Operating Partnership., dated March 4, 2010 (filed with the Company’s Current Report on Form 8-K dated March 10, 2010).
Twenty-Seventh Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated February 3, 2011 (filed with the Company’s Current Report on Form 8-K dated February 9, 2010).
Twenty-Eighth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated September 15, 2011 (filed with the Company’s Current Report on Form 8-K dated September 16, 2011).
Twenty-Ninth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P. dated June 27, 2012 (filed with the Company’s Current Report on Form 8-K dated June 27, 2012).
Thirtieth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P. dated July 16, 2013 (filed with the Company’s Current Report on Form 8-K dated July 19, 2013).
Thirty-First Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P. dated September 17, 2013 (filed with the Company’s Current Report on Form 8-K dated September 19, 2013).
Amended and Restated Registration Rights Agreement, dated March 16, 1998, for the benefit of certain shareholders of the Company (filed with the Company’s Quarterly Report on Form 10-Q on August 12, 1998).
Registration Rights Agreement, dated September 28, 1998, for the benefit of certain shareholders of the Company.
Registration Rights Agreement, dated January 25, 2001, for the benefit of Barony Trust Limited (filed with the Company’s Annual Report on Form 10-K on March 22, 2001).
Registration Rights Agreement, dated September 18, 2006, among the Operating Partnership, the Company, Banc of America Securities LLC and J.P. Morgan Securities Inc. (filed with the Company’s Current Report on Form 8-K dated September 22, 2006).
Registration Rights Agreement, dated April 7, 2010, among the Operating Partnership, the Company, J.P. Morgan Securities Inc. and RBC Capital Markets Corporation (filed with the Company’s Current Report on Form 8-K dated April 16, 2010).
Registration Rights Agreement, dated May 6, 2013, among the Operating Partnership, the Company, J.P. Morgan Securities LLC and Wells Fargo Securities LLC (filed with the Company’s Current Report on Form 8-K dated May 7, 2013).
Indenture, dated as of September 18, 2006, among the Operating Partnership, as issuer, the Company, as guarantor, and Wells Fargo Bank, National Association, as trustee (filed with the Company’s Current Report on Form 8-K dated September 22, 2006).
3.50% Exchangeable Senior Notes due 2026 of the Operating Partnership (filed with the Company’s Current Report on Form 8-K dated September 22, 2006).
Indenture, dated as of April 7, 2010, among the Operating Partnership, as issuer, the Company, as guarantor, and Wells Fargo Bank, National Association, as trustee (filed with the Company’s Current Report on Form 8-K dated April 16, 2010).
4.25% Exchangeable Senior Notes due 2030 of the Operating Partnership (filed with the Company’s Current Report on Form 8-K dated April 16, 2010).
Indenture, dated as of May 6, 2013, among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee (filed with the Company’s Current Report on Form 8-K dated May 7, 2013).
3.600% Senior Notes due 2023 of the Operating Partnership (filed with the Company’s Current Report on Form 8-K dated May 7, 2013).
Common Stock Delivery Agreement, dated as of September 18, 2006, between the Operating Partnership and Corporate Office Properties Trust (filed with the Company’s Current Report on Form 8-K dated September 22, 2006).
Common Stock Delivery Agreement, dated as of April 7, 2010, between the Company and the Operating Partnership (filed with the Company’s Current Report on Form 8-K dated April 16, 2010).
Credit Agreement, dated as of September 1, 2011, by and among Corporate Office Properties, L.P., Corporate Office Properties Trust, J.P. Morgan Securities LLC, KeyBanc Capital Markets, KeyBank National Association, JPMorgan Chase Bank, N.A., Bank of America, N.A., Royal Bank of Canada, Wells Fargo Bank, National Association, Barclays Bank PLC, PNC Bank, National Association, Regions Bank, Manufacturers and Traders Trust Company and SunTrust Bank (filed with the Company’s Current Report on Form 8-K/A on September 1, 2011).
Term Loan Agreement, dated as of September 1, 2011, by and among Corporate Office Properties, L.P., Corporate Office Properties Trust, J.P. Morgan Securities LLC, KeyBanc Capital Markets, KeyBank National Association, JPMorgan Chase Bank, N.A., Bank of America, N.A., Royal Bank of Canada, Barclays Bank PLC, PNC Bank, National Association, Royal Bank of Canada, Wells Fargo Bank, National Association, Regions Bank, Manufacturers and Traders Trust Company, and SunTrust Bank (filed with the Company’s Current Report on Form 8-K/A on September 1, 2011).
Term Loan Agreement, dated as of February 14, 2012, by and among Corporate Office Properties, L.P., Corporate Office Properties Trust, J.P. Morgan Securities LLC, KeyBanc Capital Markets, KeyBank National Association, JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, Royal Bank of Canada and Wells Fargo Bank, National Association (filed with the Company’s Quarterly Report on Form 10-Q on April 27, 2012).
Indenture, dated as of September 16, 2013, by and among Corporate Office Properties, L.P., as issuer, Corporate Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee (filed with the Company’s Current Report on Form 8-K dated September 19, 2013).
First Supplemental Indenture, dated September 16, 2013, by and among Corporate Office Properties, L.P., as issuer, Corporate Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee (filed with Company’s Current Report on Form 8-K dated September 19, 2013).
5.25% Senior Notes due 2024 of the Operating Partnership (filed with the Company’s Current Report on Form 8-K dated September 13, 2013).
Second Supplemental Indenture, dated May 21, 2014, by and among Corporate Office Properties, L.P., as issuer, Corporate Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee (filed with the Company’s Current Report on Form 8-K dated May 27, 2014).