FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT ("First Amendment") is
made and executed as of this 16th day of July, 1998 by and between CORPORATE
OFFICE PROPERTIES TRUST and CORPORATE OFFICE PROPERTIES, L.P. (collectively, the
"Buyer") and the Sellers listed on the signature page to this First Amendment
and defined in the Contribution Agreement (collectively, the "Sellers" and each
individually, a "Seller").
A. Sellers and Buyer entered into a Contribution Agreement dated May
14, 1988 pursuant to which Sellers agreed to contribute a property known as
Xxxxxxx and certain interests in Entities which own certain real estate and a
mortgage in Maryland to the Buyer in exchange for cash, the assumption of
certain debt, and Common Shares and Convertible Preferred Shares (the
"Contribution Agreement"). Capitalized terms used, but not defined, in this
First Amendment shall have the meanings given to such terms in the Contribution
Agreement.
X. Xxxxxxx and Buyer desire to amend the Contribution Agreement as set
forth in this First Amendment.
NOW, THEREFORE, in consideration of the agreements contained herein and
intending to be legally bound hereby, Sellers and Buyer agree as follows:
1. Section 6.1 of the Contribution Agreement is hereby deleted
in its entirety and the following Section 6.1 is substituted in its place:
"6.1 First Closing. The assignment and transfer of the
Interests, the conveyance of Xxxxxxx, and the other
transactions contemplated herein with respect to all Sellers
except the NBP 135 Sellers and the Woodlands Sellers (the
"First Closing") shall be consummated on the date (the
"First Closing Date"), after the shareholders of the REIT
have approved all of the transactions contemplated by this
Agreement, specified by Buyer on not less than seven (7)
days notice to Sellers (the "Buyer's Closing Notice"),
provided that the First Closing Date shall not be sooner
than September 14, 1998, unless mutually agreed upon by
Sellers and Buyer, or later than forty-five (45) days after
the shareholders of the REIT have approved all of the
transactions contemplated by this Agreement. Sellers shall
have the right to postpone the First Closing to a date that
is up to five (5) days after the First Closing Date
specified in Buyer's
Closing Notice by giving Buyer notice
of such postponement. If the shareholders of the REIT have
not approved the transactions contemplated by this Agreement
by October 30, 1998, this Agreement shall terminate and
become null and void, the Letter of Credit shall be returned
to the Buyer, and the parties shall be released from all
liability or obligation to the other. The Closing shall
take place at the offices of Saul, Ewing, Xxxxxx & Xxxx LLP,
Centre Square West, 0000 Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, or at such other place as
may mutually agreed upon by the parties.
2. This First Amendment may be executed in counterparts, each
of which shall constitute an original, but all of which together shall
constitute one and the same document. Delivery of executed copies of this First
Amendment by facsimile transmission shall be deemed effective to amend the
Agreement. Each party transmitting such facsimile agrees to promptly deliver an
original executed copy of this First Amendment to the other party by recognized
overnight courier.
3. As amended by this First Amendment, the Contribution
Agreement shall remain in full force and effect.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, and intending to be legally bound hereby, Sellers
and Buyer have executed this First Amendment on the day and year first above
written.
BUYER:
CORPORATE OFFICE PROPERTIES, L.P.
By: Corporate Office Properties Trust,
its sole general partner
By: /s/ Xxxx X. Xxxxxx, III
Xxxx X. Xxxxxx, III
President and Chief Executive Officer
WITNESS SELLERS:
CONSTELLATION PROPERTIES, INC., a Maryland
corporation
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
NBP-I LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Constellation Properties, Inc.,
a Maryland corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
[SIGNATURES CONTINUED ON NEXT PAGE]
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NBP-II LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Constellation Properties, Inc.,
a Maryland corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
NBP-IV, LLC, a Maryland limited liability
company
By: CPI National Business Park, IV, Inc.,
a Maryland corporation, Member
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
ST. BARNABAS LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Constellation Properties, Inc.,
a Maryland corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
By: CPO Constellation Centre, Inc.,
a Maryland corporation,
General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
[SIGNATURES CONTINUED ON NEXT PAGE]
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LAUREL TOWER ASSOCIATES LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Constellation Properties, Inc.,
a Maryland corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
By: CPO Xxxxxx Xxxxx, Inc.,
a Maryland corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
THREE CENTRE PARK ASSOCIATES LIMITED
PARTNERSHIP, a Maryland limited partnership
By: Constellation Properties, Inc.,
a Maryland corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
By: CPO Three Centre Park, Inc., a Maryland
corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
[SIGNATURES CONTINUED ON NEXT PAGE]
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XXXXX'X WHARF LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Constellation Properties, Inc.,
a Maryland corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
By: CPI Xxxxx'x Wharf, Inc., a Maryland
corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
CRANBERRY-140 LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Constellation Properties, Inc.,
a Maryland corporation, General Partner
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
TRED LIGHTLY LIMITED LIABILITY COMPANY,
a Maryland limited company
By: CPI Tred Avon, Inc., a Maryland
corporation, Member
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
[SIGNATURES CONTINUED ON NEXT PAGE]
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CONSTELLATION GATESPRING, LLC, a Maryland
limited partnership
By: CPI Gatespring, Inc., a Maryland
corporation, Member
/s/ Xxxxx Xxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
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