Exhibit 10.2
ASSIGNMENT OF LOAN PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT OF LOAN PURCHASE AND SALE AGREEMENT ("Assignment") is
made as of the 30th day of April, 1998 by and between CONSTELLATION REAL
ESTATE, INC., a Maryland corporation ("Assignor"), and CORPORATE OFFICE
PROPERTIES, L.P. (the "Assignee").
EXPLANATORY STATEMENT
A. Assignor, as Buyer, and Aetna Life Insurance Company, as Seller,
have entered into a Loan Purchase and Sale Agreement dated March 13, 1998 and
amended on April 16, 1998, relating to the sale of the loan made by Seller to
Airport Square Limited Partnership, in the original principal amount of
$60,207,694.80 (the "Loan") [the "Loan Purchase Agreement"].
B. Assignor desires to assign its rights and obligations under the
Loan Purchase Agreement to Assignee, and Assignee desires to assume such
rights and obligations.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. In consideration of the sum of $1,250,000 paid by Assignee to
Assignor, the receipt of which is hereby acknowledged, Assignor hereby
assigns to Assignee all rights and obligations of the Assignor as the Buyer
under the Loan Purchase Agreement. Such amount includes the amount of the
deposit ($1,000,000) paid by Assignor to the Seller under the Loan Purchase
Agreement. Payment shall be made as follows: (I) $1,000,000 herewith; and
(ii) $250,000 at the Closing under the Purchase and Sale Agreement between
Aetna Life Insurance Company and Airport Square Limited Partnership dated as
of April 1, 1998, which Agreement is to be assigned to Assignee by Aetna at
the closing under the Loan Purchase Agreement.
2. Assignee hereby accepts such rights and assumes the obligations of
Assignor, as Buyer, under the Loan Purchase Agreement.
3. Assignor hereby transfers and assigns to Assignee all right, title
and interest in and to the deposit which Assignor has paid under the Loan
Purchase Agreement, and Assignee shall be entitled to the application of the
deposit upon the acquisition of the Loan from the Seller. Assignor warrants
that the Loan Purchase Agreement is in full force and effect; that Assignee
has not heretofore assigned to anyone any right, title or interest in the
Loan Purchase Agreement; and that Assignor has full power and authority to
make this assignment.
4. Assignee hereby agrees to indemnify, hold harmless and defend
Assignor against all liabilities, costs, expenses, and obligations (including
attorneys fees) incurred by Assignor in connection with the Loan Purchase
Agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Assignment of Loan Purchase and Sale Agreement as of the date first written
above.
WITNESS: ASSIGNOR:
CONSTELLATION REAL ESTATE, INC.
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx (SEAL)
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Title: PRESIDENT
ASSIGNEE:
CORPORATE OFFICE PROPERTIES, L.P.
By: Corporate Office Properties Trust,
General Partner
/s/ Xxxxx X. Xxxxxxx, Xx. By: /s/ Xxxx X. Xxxxxx III (SEAL)
------------------------- ----------------------
Title: President
J:\rel\constell.019
E738-019
4/28/98
NOTICE TO SELLER
You are hereby notified that all of the rights and obligations of
Constellation Real Estate Inc. under the Loan Purchase and Sale Agreement
dated March 13, 1998, as amended on April 16, 1998, between Constellation
Real Estate, Inc. and Aetna Life Insurance Company have been assigned to
Corporate Office Properties, L.P.. Corporate Office Properties, L.P. has
accepted the rights and assumed the obligations of Constellation Real Estate,
Inc. thereunder.
WITNESS: ASSIGNOR:
CONSTELLATION REAL ESTATE, INC.
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx (SEAL)
------------------ ----------------------
Title: President
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WITNESS: ASSIGNEE:
CORPORATE OFFICE PROPERTIES, L.P.
By: Corporate Office Properties Trust,
General Partner
/s/ Xxxxx X. Xxxxxxx, Xx. By: /s/ Xxxx X. Xxxxxx III (SEAL)
------------------------- ----------------------
Title: President
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