Exhibit 10.4


 


PURCHASE AND SALE AGREEMENT OF


OWNERSHIP INTERESTS IN NPI ENTITIES


 


THIS
PURCHASE AND SALE AGREEMENT is made this 21st day of
December, 2006, by and between Nottingham Properties, Inc., a Maryland
corporation (“Seller”), and Corporate Office Properties, L.P., a Delaware
limited partnership (“Buyer”).


 


WITNESSETH


 


A.                   Seller is, or
prior to Closing shall be, the owner of 100% of the membership interests (the “Membership
Interests”) in:


 


(1)                                  Philadelphia
Road Operating Company, LLC, a Maryland limited liability company and the owner
of a leasehold interest in the property known as 10552 Philadelphia Road,
Baltimore County, Maryland, as more fully described on Exhibit A-1
attached hereto;


 


(2)                                  9020
Mendenhall, LLC, a Maryland limited liability company and the owner of the land
and improvements known as 9020 Mendenhall Court, Howard County, Maryland, as
more fully described on Exhibit A-2, attached hereto;


 


(3)                                  Woods
Investors, LLC, a Maryland limited liability company and the owner of the land
and improvements known as Woods at Brokenland located at 9700, 9710, 9720, 9730
and 9740 Patuxent Woods Drive, Howard County, Maryland, as more fully described
on Exhibit A-3 attached hereto (the “Woods Property”); and


 


(4)                                  Rivers Center
III Investors LLC, a Maryland limited liability company and the owner of the
land and improvements known as Rivers Center III, located at 10270, 10280,
10290 Old Columbia Road, Howard County, Maryland, as more fully described on Exhibit A-4
attached hereto (the “Rivers Property”).


 


B.                     Seller is the
owner of 100% of the beneficial trust interests (the “Trust Interests”) in:


 


(1)                                  White Marsh
Hi-Tech 2 Business Trust, a Maryland business trust which owns a 51%
tenancy-in-common interest in the land and improvements


 

















 


known
as White Marsh Hi-Tech I and II, Baltimore County, Maryland, as more fully
described on Exhibit A-5 attached hereto; and


 


(2)                                  37 Allegheny
Business Trust, a Maryland business trust which owns the land and improvements
known as 37 Allegheny Avenue, Baltimore County, Maryland, as more fully
described on Exhibit A-6 attached hereto.


 


C.                     Seller is, or
prior to Closing shall be, the owner of the following partnership interests
(the “Partnership Interests”):


 


(1)                                  50% limited
partnership interest in Corporate Center I Limited Partnership, a Maryland
limited partnership which is the owner of the land and improvements known as
Campbell Corporate Center I, Baltimore County, Maryland, as more fully
described on Exhibit A-7 attached hereto;


 


(2)                                  43.7% limited
partnership interest in Nottingham Associates Limited Partnership, a Maryland
limited partnership which is the owner of the land and improvements known as
Nottingham Centre, Baltimore County, Maryland, as more fully described on Exhibit A-8
attached hereto (the “Nottingham Associates Property”); and


 


(3)                                  60% limited
partnership interest in Sandpiper Limited Partnership, a Maryland limited
partnership which owns a 72.5% general partnership interest in White Marsh
Health Center Limited Partnership, LLLP which, in turn, is the owner of the
land and improvements known as White Marsh Health Center, Baltimore County,
Maryland, as more fully described on Exhibit A-9 attached hereto.


 


D.                    As used in this
Agreement, (1) the term “NPI Entities” means, collectively, Philadelphia
Road Operating Company, LLC, 9020 Mendenhall, LLC, Woods Investors, LLC, 37
Allegheny Business Trust, Rivers Center III Investors LLC, White Marsh Hi-Tech
2 Business Trust, Corporate Center I Limited Partnership, Nottingham Associates
Limited Partnership and White Marsh Health Center Limited Partnership, LLLP, (2) the
term “Ownership Interests” means, collectively, the Membership Interests, the
Trust Interests and the Partnership Interests, and (3) the term “Property”
means each of, and the term “Properties” means collectively, the properties
owned by the NPI Entities and described herein.


 


E.                      Pursuant to Article I
of the Purchase Agreement and Plan of Merger (the “Merger Agreement”) of even
date herewith by and among Corporate Office Properties Trust, Buyer, W&M
Business Trust, and Nottingham Village, Inc.


 


2

















 


(“NVI”),
Buyer has agreed to purchase from Seller 100% of the Ownership Interests
pursuant to the terms and conditions set forth in the Merger Agreement and this
Agreement.


 


NOW,
THEREFORE, in consideration of $5.00 paid by Seller to Buyer and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledge, Seller and Buyer hereby agree as follows:


 


1.                                       Recitals.  The Recitals are incorporated herein by
reference.


 


2.                                       Sale of Ownership Interests.  Subject to and upon the terms and conditions
set forth in the Merger Agreement and in this Agreement, Seller agrees to sell
to Buyer (and/or its assigns) 100% of the Ownership Interests; and Buyer agrees
to purchase from Seller 100% of the Ownership Interests.


 


3.                                       Purchase Price
for the Ownership Interests.  The purchase price (the “Purchase Price”) for
100% of the Ownership Interests shall be payable in cash by Buyer to Seller at
Closing in an amount equal to (a) $59,077,876, reduced by (b) the
balance due under all mortgage indebtedness encumbering the Woods Property and
the Rivers Property as of the date of Closing, further reduced by (c) all
other indebtedness and liabilities of the NPI Entities as of the date of
Closing, further reduced by (d) the 9020 Mendenhall Adjustment (as defined
in Section 17 hereof), and further reduced by (e) any applicable
adjustments under Section 12.  The
Nottingham Associates Property may be encumbered by mortgage indebtedness not
to exceed $5,631,974.  The Purchase Price
allocable to Nottingham Associates in Section 4 has taken into account the
mortgage indebtedness on the Nottingham Associates Property and, thus, such
mortgage indebtedness shall not be a further reduction under this Section 3.


 


4.                                       Allocation of
Purchase Price.  The
Purchase Price, prior to the adjustments set forth in Sections 3(b), (c), (d) and
(e) above, shall be allocated to each of the Ownership Interests as
follows:


 


	
   

  	
   

  	
  Purchase Price

  	
   

  
	
  Ownership Interests

  	
   

  	
  Prior to Adjustments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Philadelphia Road

  	
   

  	
  $

  	
  6,440,333

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9020 Mendenhall

  	
   

  	
  $

  	
  6,022,927

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Woods Investors

  	
   

  	
  $

  	
  23,354,945

  	
   

  



 


3

















 


	
  37 Allegheny

  	
   

  	
  $

  	
  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rivers Center III

  	
   

  	
  $

  	
  6,655,855

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Campbell Corporate Center I

  	
   

  	
  $

  	
  3,472,976

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Nottingham Associates

  	
   

  	
  $

  	
  2,307,999

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sandpiper (White Marsh Health Center)

  	
   

  	
  $

  	
  3,320,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  White Marsh Hi-Tech I and II

  	
   

  	
  $

  	
  7,002,341

  	
   

  



 


5.                                       Closing.  The Closing (the “Closing”) of the purchase
and sale of the Ownership Interests under this Agreement shall occur
simultaneously with the Merger, as defined in the Merger Agreement, at 10:00 a.m.,
Eastern Time, at the offices of DLA Piper US LLP at 6225 Smith Avenue,
Baltimore, Maryland 21209, or at such other place, at such other time, or on
such other date as the parties may mutually agree upon in writing (such date,
the “Closing Date”).


 


6.                                       Closing Documents.  At the Closing, Seller and Buyer shall each
execute and deliver to the other an Assignment of Membership/Beneficial/
Partnership Interests and Amendment to Operating Agreement/Declaration of
Trust/Partnership Agreement with respect to each of the NPI Entities in the
form attached hereto as Exhibit B and, upon request of either
party, such other documents as may be reasonably necessary or requested to
consummate the transaction contemplated by this Agreement.


 


7.                                       Prorations and Adjustments.  At Closing, income and expenses with respect
to the Membership Interests and Trust Interests shall be adjusted and prorated
as of midnight of the day prior to the Closing Date in the manner provided for
in Section 8.04 of the Merger Agreement. 
There shall be no adjustment with respect to the Partnership Interests,
as the adjustments for the underlying properties shall occur at the Closing
under the Merger Agreement not under this Agreement.


 


8.                                       Representations and Warranties.  It is intended by Seller and Buyer that the
representations and warranties contained in the Merger Agreement shall be the
sole representations and warranties relating to the Properties and the NPI
Entities, that such representations and warranties shall remain in full force
and effect and binding upon the parties to the Merger Agreement as provided
under Merger Agreement, and that Seller is not making any representations or
warranties in respect thereof.


 


4

















 


9.                                       Termination.  This Agreement shall automatically terminate
if the Merger Agreement shall have terminated for any reason prior to the
Closing Date.


 


10.                                 Conditions to Closing.  The Buyer’s obligations to be performed at
the Closing shall be subject to the satisfaction of the following conditions:


 


(a)                                  There shall not
have been a breach of any warranty, representation or covenant as given by NVI
in the Merger Agreement relating to the NPI Entities or the Properties;


 


(b)                                 The NPI
Entities shall own good and marketable title to the Properties free and clear
of all liens and encumbrances, other than the Permitted Liens (as defined in
the Merger Agreement);


 


(c)                                  NPI shall own
all of the Ownership Interests free and clear of all liens and encumbrances;
and


 


(d)                                 None of the
Properties shall be encumbered by any mortgage indebtedness other than the
Woods Property (in which case the maximum amount of indebtedness as of Closing
shall be $11,391,579) and the Rivers Property (in which case the maximum amount
of indebtedness as of Closing shall be $3,213,010) and the Nottingham
Associates Property (in which case the maximum amount of indebtedness as of
Closing shall be $5,631,974).


 


If
any condition precedent to Closing set forth above is not satisfied prior to or
on the Closing Date, Buyer may elect to terminate this Contract by written
notice to Seller.  Upon such notice, this
Agreement shall then be of no further force and effect and neither party shall
have any obligations or liabilities to the other.


 


11.                                 Real Estate
Commissions.  The parties
mutually represent to each other that none of them employed or had any
negotiations or dealings in connection with this transaction with any brokers
or finders.  Seller agrees to defend,
indemnify and hold Buyer harmless from and against any claims of any other
person, firm or corporation claiming any brokerage commission, finder’s fee or
similar compensation base on any alleged negotiations or dealings with or
employment by Seller, together with all expenses incurred including court costs
and attorneys’ fees.  Buyer agrees to
defend, indemnify and hold Seller harmless from and against any claims of any
other person, firm or corporation other than Broker claiming any brokerage
commission, finder’s fee or similar compensation based on any alleged
negotiations or dealings with or employment by Buyer,


 


5

















 


together
with all expenses incurred including court costs and attorneys’ fees.  This paragraph shall survive any termination
of this Agreement.


 


12.                                 Risk of Loss.  The Seller assumes the risk of loss or damage
to the Properties by fire or other casualty prior to Closing.  The Seller shall, at its expense, keep the
Properties insured until Closing pursuant to a standard, all risk, fire and
extended coverage insurance policy in an amount not less than the replacement
cost thereof and shall have such policy endorsed to protect the interest of
Buyer.  As of the date hereof, Buyer will
be named as a “loss payee” under the foregoing insurance policy of Seller.  In the event of the destruction or damage to
any of the Properties, this Agreement shall remain in full force and effect,
but (a) all insurance awards, regardless of amount, shall remain the
property of the NPI Entities, (b) the Purchase Price shall be reduced by
the amount of any deductible applicable to the insurance policy insuring such
destruction or damage, and (c) Buyer shall have the authority to adjust
all claims with the applicable insurance company.  Thus, Seller shall not be entitled to any
such insurance proceeds unless this Agreement is terminated.


 


13.                                 Assignment.  This Agreement and the rights of Buyer
hereunder may be assigned by Buyer upon notice thereof to Seller.


 


14.                                 Like-Kind
Exchange.  Seller
acknowledges that Buyer may choose to engage in a like-kind exchange under Section 1031
of the Internal Revenue Code of 1986, as amended.  Seller agrees to execute, upon Buyer’s
request, one or more Assignment and Assumption Agreements pursuant to which
Buyer’s rights under this Agreement as to any or all of the Ownership Interest
will be assigned to a qualified intermediary (“QI”) or exchange accommodation
titleholder (“EAT”) and the QI or EAT will take title to all or any of the
Ownership Interests.  No additional
liability will be incurred by Seller as a result of any such Assignment and
Assumption Agreement.


 


15.                                 Time of Essence.  Time shall be of the essence with respect to
each and every provision of this Agreement.


 


16.                                 Further
Assurances.  The parties
hereto agree to take such further actions and to execute and deliver such
further documents, agreements and instruments as may be reasonably necessary or
appropriate to carry out the purposes of this Agreement.


 


17.                                 9020 Mendenhall
Adjustment.  Seller and Buyer acknowledge that
structural defects have been discovered at 9020 Mendenhall Court property.  Seller


 


6

















 


shall
engage a structural engineer to determine the extent of the structural defects
at such property and the estimated cost to repair such defects, subject to
Buyer’s approval of such engineer and the methodology suggested by the engineer
to correct the defects.  To the extent
the repairs of the structural defects have not been completed by the Closing,
the Purchase Price shall be reduced by the estimated cost to complete the
repairs (the “9020 Mendenhall Adjustment”).


 


(Signatures on next page)


 


7

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers, as of the day and year first above written.


 


	
  WITNESS:

  	
   

  	
  NOTTINGHAM
  PROPERTIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/
  Illegible

  	
   

  	
  By:

  	
  /s/
  J. JOSEPH CREDIT

  
	
   

  	
   

  	
   

  	
  J.
  Joseph Credit,

  
	
   

  	
   

  	
   

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  CORPORATE
  OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Corporate
  Office Properties Trust, its sole general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/
  Illegible

  	
   

  	
  By:

  	
  /s/
  ROGER A. WAESCHE, JR.

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and Executive Vice President

  



 


8
















 


Exhibits A-1 through A-9


 


Descriptions of the
Properties


 

















 


Exhibit A-1


 


10552 Philadelphia Road —
Leasehold Interest


 


Leasehold
interest in the property being known and designated as Lot No. 1 on a plat
entitled “Subdivision of Wayne B. Knight Property” which plat is recorded among
the Land Records of Baltimore County, MD in Plat Book S.M. No. 67, Folio
39; containing 6.8027 acres, more or less. The improvements thereon being known
as 10552 Philadelphia Road.


 

















 


Exhibit A-2


 


9020 Mendenhall Court


 


Being
Known and Designated as Parcel X-1”, as shown on the Plat entitled “Columbia,
Sieling Industrial Center, Section 1, Area 1, Parcel X-1, A Resubdivision
of Parcel X and W-3”, which Plat is recorded among the Land Records of Howard
County, Maryland, as Plat CMP No. 4842. The improvements thereon being
known as No. 9020 Mendenhall Court.


 


Together
With certain easements for ingress and egress described in a Deed and Agreement
by Columbia Industrial Development Corporation et al dated January 27,
1982 and recorded in Liber CMP No. 1088, folio 165 and a Confirmatory Deed
of Easement and Agreement dated October 25, 2005 and recorded in Liber MDR
No. 9614, folio 643 from The Columbia Association, Inc. fka The
Columbia Parks and Recreation Association, Inc. to 9020 Mendenhall, L.L.C.


 

















 


Exhibit A-3


 


Woods
At Broken Land


 


Being
Known and Designated as Parcel B as shown on Plat entitled “Columbia, Village
of Owen Brown, Parcels A, B, C, D and Lot 1, Section 6, Area 1, Sheet 2 of
4”, which plat is recorded among the Land Records of Howard County, Maryland as
Plat CMP No. 6126; containing 14.623 acres of land, more or less.


 


The
street addresses of the improvements situate on the above described parcel of
land are 9700, 9710, 9720, 9730 and 9740 Patuxent Woods Drive.


 

















 


Exhibit A-4


 


Rivers
Center III


10270,
10280 and 10290 Old Columbia Road


 


Being
Known and Designated as Parcel D as shown on plat entitled “Rivers Corporate
Park, Section I, Area I, Parcels B thru E, H thru P, and Lot 2, Sheet 4 of
6”, which plat is recorded among the Land Records of Howard County, Maryland as
Plat CMP No. 5078; containing 5.0031 acres of land, more or less.


 

















 


Exhibit A-5


 


White
Marsh Hi-Tech I and II


 


White
Marsh Hi-Tech I:


 


Being
known and designated as Lot 5A on a plat entitled “Resubdivision of Lots
4&5 - Section B, White Marsh Business Community” which plat is
recorded among the Land Records of Baltimore County, Maryland in Plat Book
E.H.K. Jr. No. 49, folio 87; containing 3.3715 acres of land, more or
less.  The improvements thereon known as
4969 Mercantile Road.  Together with and
subject to the legal operation and effect of a Declaration of Easement of White
Marsh Hi - Tech Associates Limited Partnership dated April 27, 1989 and
recorded in Liber S.M. No. 8163, folio 704.


 


White
Marsh Hi-Tech II:


 


Being
known and designated as Lot 5B on a plat entitled “Resubdivision of Lots
4&5 - Section B, White Marsh Business Community” which plat is
recorded in Plat Book E.H.K. Jr., No. 49, folio 87; containing 3.1724
acres of land, more or less.  The
improvements being known as 4979 Mercantile Road.  Together with and subject to the legal
operation and effect of a Declaration of Easement of White Marsh Hi - Tech
Associates Limited Partnership dated April 27, 1989 and recorded in Liber
S.M. No. 8163, folio 704.


 


White
Marsh Hi - Tech Parking:


 


Being
known and designated as Parcel A on a plat entitled “Amended Resubdivision Plat
of Lot 4 - Section B, White Marsh Business Community, previously recorded
on Plat of Resubdivisaion of Lot 4, Section B, White Marsh Business
Community E.H.K. Jr. 55/65” recorded in Plat Book E.H.K.Jr. No. 55, folio
124; containing 1.1906 acres of land, more or less.  The improvements thereon to be known as 4981
Mercantile Road.  Together with and
subject to the legal operation and effect of a Declaration of Easement-of White
Marsh Hi - Tech Associates Limited Partnership dated April 27, 1989 and
recorded in Liber S.M. No. 8163, folio 704.


 

















 


Exhibit A-6


 


37
West Allegheny Ave.


 


Parking
Lot


 


BEGINNING
for the same at the intersection formed by the southern side of Allegheny
Avenue with the eastern side of Washington Avenue, said place of beginning
being at the beginning of the 1st or Easterly 81 foot 3 inch line of that
parcel of land described .in a Deed dated October 28, 1953, between
Annarose C. Sleeth and R. Dalton Berry et ux, recorded among the Land Records
of Baltimore County, Maryland in Liber G.L.B. 2381 folio 132, running thence
leaving said place of beginning binding on the southern side of said Allegheny
Avenue and binding on said 1st line, as now surveyed, 1) South 82 degrees 51
minutes 26 seconds East 81.29 feet, running thence leaving said Allegheny
Avenue and binding on the 2nd line of said Deed, as now surveyed, 2) South 07
degrees 16 minutes 03 seconds west 150.00 feet to the northern aide of a 20
foot alley, running thence binding on the northern side of said 20 foot alley,
with the use and privilege thereof in common and binding on the 3rd line of
said Deed, as now surveyed, 3) North 82 degrees 51 minutes 26 seconds West
80.80 feet to the eastern side of said Washington Avenue, running thence
binding on the eastern side of said Washington Avenue and binding on the 4th
line of said Deed, as now surveyed, 4) North 07 degrees 04 minutes 44 seconds
East 150.00 feet to said place of beginning. 
Containing 0.279 acres of land, more or less.


 
















 


Exhibit A-7


 


Campbell
Corporate Center 1


 


BEGINNING
for the same on the northern side of Campbell Boulevard, variable width, at the
point designated 35, shown on a plat entitled “Campbell Corporate Center,
Amended Resubdivision of Lot 1, IA, lB (S.M. 60 Folio 70), Whitemarsh
Business Community Section C”, dated November 2, 1989, recorded among
the Land Records of Baltimore County, Maryland in Plat Book S.M. 63 folio 002,
said point of beginning also being the southernmost common corner of Lot 1 and
Lot IA shown on said plat, running thence leaving said point of beginning and
leaving said northern side of Campbell Boulevard, binding on the division line
between said Lot 1 and Lot IA, all shown on said plat,


 


1)                                                              By a radial
line, North 06 degrees 07 minutes 17 seconds West 58.87 feet to the point
designated 34 on said plat, running thence, for part of the distance continuing
to bind on said division line between said Lot 1 and said Lot IA, and for part
of the distance binding on the division line between Lot 1D and said Lot IA,
shown on said plat, in all,


 


2)                                                              North 26
degrees 23 minutes 00 seconds East 600.79 feet to the point designated 63 on
said plat, running thence binding on the division line between said Lot
1D and Lot 1B, shown on said plat, reversing the bearing shown on said plat,


 


3)                                                              South 73
degrees 59 minutes 25 seconds East 304.82 feet to a point designated 64 on the
western side of Town Center Court, all being shown on said plat, running thence
binding on said western side of Town Center Court, 60 feet wide, for part of
the distance binding on the eastern side of said Lot 1D and for part of the
distance binding on part of the eastern side of said Lot 1, shown on said plat,
in all,


 


4)                                                              Southwesterly
by a non-radial curve to the left having a radius of 1030.00 feet for a
distance of 139.38 feet, said curve being subtended by a chord bearing South 16
degrees 01 minutes 00 seconds West 139.27 feet to the point designated 209 on
said plat, running thence continuing to bind on said western side of Town Center
Court and continuing to bind on part of said eastern side of said Lot 1, shown
on said plat,


 

















 


5)                                                              By a line
tangent to said curve, South 12 degrees 08 minutes 25 seconds West 338.29 feet
to the point designated 208 at the beginning of the cut-off leading to Campbell
Boulevard, all being shown on said plat, running thence binding on said cut-off
leading to said Campbell Boulevard, shown on said plat,


 


6)                                                              South 55
degrees 27 minutes 51 seconds West 27.44 feet to the point designated 207 on
the northern side of said Campbell Boulevard, all being shown on said plat,
running thence binding on said northern side of Campbell Boulevard, 70 feet
wide, shown on said plat,


 


7)                                                              Northwesterly
by a non-radial curve to the left having a radius of 835.00. Feet for a distance
of 165.86 feet, said curve being subtended by a chord bearing North 86 degrees
54 minutes 14 seconds West 165.59 feet to the point designated 52 on said plat,
running thence leaving said Campbell Boulevard, binding on the division line
between said Lot 1 and Parcel A, shown on said plat, reversing the bearings
shown on said plat, the eight following courses;


 


8)                                      By a non-radial
line, North 06 degrees 07 minutes 17 seconds West 51.64 feet to the point
designated 50 on said plat,


 


9)                                      North 74
degrees 35 minutes 57 seconds West 36.00 feet to the point designated 51 on
said plat,


 


10)                                North 69
degrees 23 minutes 33 seconds West 86.21 feet to the point designated 49 on
said plat,


 


11)                                North 29
degrees 35 minutes 57 seconds West 20.00 feet to the point designated 47 on
said plat,


 


12)                                North 15
degrees 24 minutes 03 seconds East 150.00 feet to the point designated 48 on
said plat,


 


13)                                North 74
degrees 35 minutes 57 seconds West 24.11 feet to the point designated 45 on
said plat,


 

















 


14)                                South 26
degrees 23 minutes 00 seconds West 248.00 feet to the point designated 39 on
said plat and


 


15)                                South 06
degrees 07 minutes 17 seconds East 73.70 feet to the point designated 46 on
said northern side of Campbell Boulevard, all being shown on said plat, running
thence binding on part of said northern. side of Campbell Boulevard, shown on
said plat,


 


16)                                Southwesterly
by a non radial curve to the right having a radius of 565.00 feet for a
distance of 40.03 feet, said curve being subtended by a chord bearing South 81
degrees 50 minutes 56 seconds West 40.03 feet to the point of beginning.


 


Containing 4.049 acres of land more or less.


 


The
Improvements thereon being known as 4940 Campbell Boulevard.


 


BEING
all those two parcels of land containing 3.647 acres of land, more or less, and
0.402 acres of land, more or less, and shown and designated, respectively, as
Lot 1 and Lot 1D on a plat entitled “Campbell Corporate Center,” which plat is
recorded among the Land Records of Baltimore County, Maryland in Plat Book SM No. 63,
folio 2.


 


BEING
the same two parcels of land conveyed to Corporate Center I Limited Partnership
by the following deeds:


 


1.                    Deed dated September 27,
1989, and recorded among the Land Records of Baltimore County, Maryland in
Liber 8285, folio 229 from Nottingham Village, Inc. to Corporate Center I
Limited Partnership; and


 


2.                    Deed dated December 21,
1994, and recorded among the Land Records of Baltimore County, Maryland in
Liber 10879, folio 743 from Nottingham Village, Inc. to Corporate Center I
Limited Partnership.


 


TOGETHER
WITH THE BENEFIT AND SUBJECT TO the legal operation and effect of a Declaration
of Easements dated August 19, 1994, and recorded among the Land Records of
Baltimore County, Maryland in Liber 10716, folio 51 made by Nottingham Village,
Inc., et al.


 

















 


Exhibit A-8


 


Nottingham
Centre


 


Beginning
for the same at the intersection of the west side of Washington Avenue as
widened and. shown on Baltimore County Bureau of Land Acquisition Drawing RW
83-417-1 and recorded in a deed from Nottingham Associates Limited Partnership
et al to Baltimore County, Maryland. dated June 20, 1984 and recorded
among the Land Records of Baltimore County in. Liber E.H.K., Jr. No. 6748,
folio 300 and the north side of a 20 Foot Alley there situate, said place of beginning
being in the second line of a parcel of land which by a deed dated June 1,
1983 and recorded among the Land Records of Baltimore County in Liber E.H.K., Jr.
No. 6533, folio 581 was conveyed by Nottingham Properties, Inc. to
Nottingham Associates Limited Partnership, distant North 82 degrees 59 minutes
56 seconds West 11.81 feet . Measured along said second line from the beginning
thereof and running thence with and binding on a part of said second line and
binding on the north side of said 20 Foot Alley, North 82 degrees 59 minutes 56
seconds West 88.19 feet to the end of said second line, thence leaving said 20
Foot Alley and running with and binding on the third, fourth, fifth,. Sixth
and: seventh lines of said parcel of land which was conveyed by Nottingham
Properties, Inc. to Nottingham Associates Limited Partnership, the five
following courses and distances via: North 7 degrees 00 minutes 04 seconds East
15.04 feet, North 82 degrees 59 minutes 56 seconds West 9.67 feet, North 7
degrees 00 minutes 04 seconds East, binding for a part on the outside extremity
of the panels on the east side of the parking garage erected on the property
adjoining on the west, 121.16 feet, South 82 degrees 59 minutes 56 seconds East
2.00 feet and North 7 degrees 00 minutes 04 seconds East 13.80 feet to the
south side of Allegheny Avenue, thence binding on the south side of Allegheny
Avenue and running with and binding on a part of the last line of the last
mentioned .parol of land which was conveyed by Nottingham Properties, Inc.
to Nottingham Associates Limited Partnership, South 82 degrees 59 minutes 56
seconds East 85.97 feet and thence leaving Allegheny Avenue and binding on the
right of way lines as shown on the aforesaid Land Acquisition Drawing RW
83-417-1, the two following courses and distances viz: South 38 degrees 01
minutes 14 seconds East, binding on a line which connects the south side of
Allegheny Avenue with the west side of Washington Avenue, 14.14 feet to the
west side of Washington Avenue as widened and South 7 degrees 02 minutes 34
seconds West, binding on the west side of Washington Avenue as widened, 140
feet to the place of beginning. 
Containing 0.332 of an acre of land, more or less.  The improvements thereon known as 502
Washington Avenue.


 

















 


Exhibit A-9


 


White
Marsh Health Center


 


Being
known and designated as Lot No. 2 on a plat entitled “A Resubdivision of
White Marsh Business Community, Section A, Lots 2 and 3” which plat is
recorded among the Land Records of Baltimore County, Maryland in Plat Book
E.H.K. Jr., No. 52, folio 80; containing 3.996 acres of land, more or
less.


 


The
improvements thereon known as 8114 Sandpiper Circle.


 

















 


Exhibit B


 


Assignment of Interests


 

















 


EXHIBIT B


 


ASSIGNMENT OF MEMBERSHIP/BENEFICIAL/PARTNERSHIP INTERESTS

AND AMENDMENT TO OPERATING AGREEMENT/

DECLARATION OF TRUST/PARTNERSHIP AGREEMENT


 


(Insert Name of LLC or Business Trust)


 


THIS
ASSIGNMENT OF MEMBERSHIP/BENEFICIAL/PARTNERSHIP INTERESTS AND AMENDMENT TO
OPERATING AGREEMENT/ DECLARATION OF TRUST/PARTNERSHIP AGREEMENT is made as of
the        day of
                 ,
2006 by and among Nottingham Properties, Inc., a Maryland corporation (“Seller”)
and Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”).


 


RECITALS:


 


A.                                                                                                  (the
“Company/Trust/Partnership”) is a limited liability company/business
trust/limited partnership created by the filing of a certificate of limited
liability company/business trust/limited partnership in the records of the
Maryland State Department of Assessments and Taxation on
                                  
and governed by the Operating Agreement/Declaration of Trust/Partnership
Agreement dated as of
                                  
(the “Operating Agreement/Declaration of Trust/Partnership Agreement”).


 


B.                                     Sellers own all
of the membership/beneficial/partnership interests in the Company/Business
Trust/Limited Partnership (the “Interest”).


 


C.                                     By a Purchase
and Sale Agreement dated
                     ,
2006 (the “Purchase Agreement”), Seller agreed to sell to Buyer the Interest.


 


D.                                    The purpose of
this Assignment and Amendment is to evidence the transfer and assignment to
Buyer by Seller of the Interest in the Company/Business Trust/ Limited
Partnership pursuant to the Purchase Agreement and to amend the Operating
Agreement/Declaration of Trust of the Company/Business Trust/ Limited
Partnership to reflect the transfer of the Interest.


 

















 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.                                       Recitals.  The recitals are incorporated herein by
reference.


 


2.                                       Assignment of
Interest to Buyer.  For value
received, Seller hereby grants, transfers and assigns to Buyer the Interest in
the Company/Business Trust/ Limited Partnership, free and clear of all liens,
charges and encumbrances.


 


3.                                       Acceptance of
Assignment.  Buyer
hereby accepts the grant and assignment of the Interest.


 


4.                                       Amendment to
Operating Agreement/Declaration of Trust/Partnership Agreement.  The Operating Agreement/Declaration of Trust
of the Company/Business Trust/ Limited Partnership is hereby amended to provide
that, as a result of the foregoing grant and 
assignment to Buyer, as of the date hereof, (a) Seller is no longer
a member/beneficial owner of the Company/Business Trust Limited Partnership, (b) Buyer
is the sole member/beneficial owner/limited partner of the Company/Business
Trust, (c) Buyer is the owner of all of the
membership/beneficial/partnership interests in the Company/Business Trust/
Limited Partnership, and (d) Seller has withdrawn as Manager of the
Company/trustee of the Business Trust/limited partner of the Limited
Partnership.


 


5.                                       Further
Assurances.  Seller
hereby agrees to execute and deliver promptly upon request of Buyer such
further agreements or instruments and do, or cause to be done, such further
acts and things as may be necessary or reasonably desired by Buyer to complete
the assignment and transfer of the Interest to Buyer as contemplated hereby.


 


6.                                       Ratification.  As amended herein, the Operating Agreement/
Declaration of Trust/Limited Partnership Agreement is ratified and affirmed.


 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment and Amendment as of
the day and year of first above written.


 


	
   

  	
  Seller:
  Nottingham Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J.
  Joseph Credit

  
	
   

  	
   

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Buyer:
  Corporate Office Properties, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Corporate
  Office Properties Trust, its sole general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and Executive Vice President

  
							



 
















 


Exhibit B-2


AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT OF

OWNERSHIP INTERESTS IN NPI ENTITIES


 


This
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT OF
OWNERSHIP INTERESTS IN NPI ENTITIES, dated as of January 9,
2007 (this “Amendment”),
between Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”), and
Nottingham Properties, Inc. (“Seller”), a Maryland corporation.


 


RECITALS


 


WHEREAS, Buyer and Seller are
parties to the Purchase and Sale Agreement of Ownership Interests in NPI Entities
dated as of December 21, 2006 whereby Buyer shall purchase the Ownership
Interests (as such term is defined therein) from Buyer (the “Agreement”); and


 


WHEREAS, Buyer and Seller have
agreed to revise the allocation of the Purchase Price and, therefore, desire to
amend the Agreement in the manner hereinafter set forth.


 


NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, representations, warranties and agreements contained herein,
and intending to be legally bound hereby, the parties agree as follows:


 


1.             The amount of $59,077,876 in
Section 3(a) is hereby deleted and replaced with the amount of
$57,577,876.


 


2.             Section 4 is hereby
deleted in its entirety and the following shall be inserted in lieu thereof:


 


“4.          ALLOCATION
OF PURCHASE PRICE.  THE PURCHASE PRICE, PRIOR TO THE ADJUSTMENTS
SET FORTH IN SECTIONS 3(B), (C), (D) AND (E) ABOVE, SHALL BE
ALLOCATED TO EACH OF THE OWNERSHIP INTERESTS AS FOLLOWS:


 


	
  Ownership Interests

  	
   

  	
  Purchase Price

  Prior to Adjustments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Philadelphia Road

  	
   

  	
  $

  	
  4,940,333

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9020 Mendenhall

  	
   

  	
  $

  	
  6,022,927

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Woods Investors

  	
   

  	
  $

  	
  23,354,945

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  37 Allegheny

  	
   

  	
  $

  	
  500,000

  	
   

  



 

















 


	
  Rivers Center III

  	
   

  	
  $

  	
  6,655,855

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Campbell Corporate Center I

  	
   

  	
  $

  	
  3,472,976

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Nottingham Associates

  	
   

  	
  $

  	
  2,307,999

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sandpiper (White Marsh Health Center)

  	
   

  	
  $

  	
  3,320,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  White Marsh Hi-Tech I and II

  	
   

  	
  $

  	
  7,002,341

  	
  ”

  



 


3.             Buyer and Seller agree that
the amount of the 9020 Mendenhall Adjustment (as defined in the Agreement) is
Zero Dollars ($0).


 


4.             The Agreement, as amended,
is ratified and affirmed in all respects and shall continue in full force and
effect.


 


5.             This Amendment may be signed
in several counterparts, all of which taken together shall constitute one
instrument.


 


[Signature page follows]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in counterparts by their duly authorized officers, all as of the
day and year first above written.


 


 


	
  CORPORATE
  OFFICE PROPERTIES, L.P.

  
	
   

  
	
   

  
	
  By:

  	
  Corporate Office Properties Trust,

  
	
   

  	
  its sole general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Roger A. Waesche, Jr.

  	
   

  
	
   

  	
  Chief Operating Officer and

  Executive Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NOTTINGHAM
  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  J. Joseph Credit

  	
   

  
	
   

  	
  President and Chief Executive Officer

  	
   

  



 

















 


[Signature page to Amendment No. 1 to Purchase
Agreement]


 


EXHIBIT B-3


ASSIGNMENT
OF BENEFICIAL INTEREST


AND


AMENDMENT
TO DECLARATION OF TRUST


 


WHITE MARSH HI-TECH 2 BUSINESS TRUST


 


THIS
ASSIGNMENT OF BENEFICIAL INTEREST AND AMENDMENT TO DECLARATION OF TRUST
(“Assignment and Amendment”) is made as of the
       day of January, 2007 by and among
Nottingham Properties, Inc., a Maryland corporation (“Seller”), and
Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”).


 


RECITALS:


 


A.            White
Marsh Hi-Tech 2 Business Trust (the “Trust”) is a business trust created by the
filing of a Certificate of Trust in the records of the Maryland State
Department of Assessments and Taxation on November 16, 2006 and governed
by the Declaration of Trust dated November 16, 2006 (the “Declaration of
Trust”).


 


B.            Seller
owns 100% of the beneficial interests in the Trust (the “Interest”).


 


C.            By a
Purchase and Sale Agreement dated December 21, 2006 (the “Purchase
Agreement”), Seller agreed to sell to Buyer the Interest.


 


D.            The
purpose of this Assignment and Amendment is to evidence the transfer and
assignment to Buyer by Seller of the Interest in the Trust pursuant to the
Purchase Agreement and to amend the Declaration of Trust of the Trust to
reflect the transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.             Recitals.  The recitals are incorporated herein by reference.


 

















 


2.             Assignment of Interest to
Buyer.  For value received, Seller
hereby grants, transfers and assigns to Buyer the Interest in the Trust, free
and clear of all liens, charges and encumbrances.


 


3.             Acceptance of Assignment.  Buyer hereby accepts the grant and assignment
of the Interest.


 


4.             Amendment to Declaration of
Trust.  The Declaration of Trust of
the Trust is hereby amended to provide that, as a result of the foregoing grant
and assignment to Buyer, as of the date hereof, (a) Seller is no longer a
beneficial owner of the Trust, (b) Buyer is the sole beneficial owner of
the Trust, (c) Buyer is the owner of all of the beneficial interest, in
the Trust, and (d) Seller has withdrawn as a beneficial owner of the
trust.


 


5.             Further
Assurances.  Seller
hereby agrees to execute and deliver promptly upon request of Buyer such
further agreements or instruments and do, or cause to be done, such further
acts and things as may be necessary or reasonably desired by Buyer to complete
the assignment and transfer of the Interest to Buyer as contemplated hereby.


 


6.             Ratification.  As amended herein, the Declaration of Trust
is ratified and affirmed.


 


[Signatures appear on the following page]


 
















 


B.4:
9020 Mcndenhall


 


ASSIGNMENT OF MEMBERSHIP INTEREST


AND


AMENDMENT TO OPERATING AGREEMENT


 


9020 MENDENHALL, LLC


 


THIS ASSIGNMENT OF
MEMBERSHIP INTEREST AND AMENDMENT TO OPERATING AGREEMENT (“Assignment and
Amendment”) is made as of the 9th day of January,
2007 by and among Nottingham Properties, Inc., a Maryland corporation
(“Seller”), and Corporate Office Properties, L.P., a Delaware limited
partnership (“Buyer”).


 


RECITALS:


 


A.           9020 Mendenhall, LLC (the “Company”)
is a limited liability company created by the filing of Articles of Organization
in the records of the Maryland State Department of Assessments and Taxation on
November 21, 2000, as amended, and governed by the Operating Agreement
dated December 20, 2004 (the “Operating Agreement”).


 


B.            Seller owns 100% of the membership
interest in the Company (the “Interest”).


 


C.            By a Purchase and Sale Agreement
dated December 21, 2006 (the “Purchase Agreement”), Seller agreed to sell
to Buyer the Interest. Buyer has assigned its rights to buy the Interest under
the Purchase Agreement to Land America Exchange Company (“LEC”), pursuant to
the Deferred Real Estate Exchange Agreement dated September 1, 2006
between Buyer and LEC (the “Partial Assignment”).


 


D.            The purpose of this Assignment and
Amendment is to evidence the transfer and assignment to Buyer by Seller of the
Interest in the Company pursuant to the Purchase Agreement and the Partial
Assignment and to amend the Operating Agreement of the Company to reflect the
transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.            Recitals. The recitals are incorporated herein by
reference.


 

















 


2.             Assignment of Interest to Buyer. Seller, for
value received from LEC and at the direction of LEC, hereby grants, transfers
and assigns to Buyer the Interest in the Company, free and clear of all liens,
charges and encumbrances.


 


3.             Acceptance of Assignment. Buyer hereby accepts
the grant and assignment of the Interest.


 


4.             Amendment to Operating Agreement. The Operating
Agreement of the Company is hereby amended to provide that, as a result of the
foregoing grant and assignment to Buyer, as of the date hereof, (a) Seller
is no longer a member of the Company, (b) Buyer is the sole member of the
Company, (c) Buyer is the owner of all of the membership interest in the
Company, and (d) Seller has withdrawn as a member of the Company.


 


5.             Further Assurances. Seller hereby agrees to
execute and deliver promptly upon request of Buyer such further agreements or
instruments and do, or cause to be done, such further acts and things as may be
necessary or reasonably desired by Buyer to complete the assignment and
transfer of the Interest to Buyer as contemplated hereby.


 


6.             Ratification. As amended herein, the Operating
Agreement is ratified and affirmed.


 


[Signatures
appear on the following page]


 

















 


IN WITNESS WHEREOF, the
parties have executed this Assignment of Membership Interest and Amendment to
Operating Agreement as of the day and year of first above written.


 


 


	
  Witness:

  	
   

  	
  Seller: Nottingham
  Properties, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Abba Poliakoff

  	
   

  	
  By:

  	
  /s/ J. Joseph Credit

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit

  
	
   

  	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer: Corporate Office
  Properties, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Corporate Office
  Properties Trust, its sole general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Karen Singer

  	
   

  	
  By:

  	
  /s/ Roger A. Waesche, Jr.

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger A. Waesche, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer
  and

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President

  
						



 
















 


B.5:
Woods at Broken Land


 


ASSIGNMENT OF MEMBERSHIP INTEREST


AND


AMENDMENT TO OPERATING AGREEMENT


 


WOODS INVESTORS LLC


 


THIS ASSIGNMENT OF
MEMBERSHIP INTEREST AND AMENDMENT TO OPERATING AGREEMENT (“Assignment and
Amendment”) is made as of the 9th day of January,
2007 by and among Nottingham Properties, Inc., a Maryland corporation
(“Seller”), and Corporate Office Properties, L.P., a Delaware limited
partnership (“Buyer”).


 


RECITALS:


 


A.            Woods Investors LLC
(the “Company”) is a limited liability company created by the filing of
Articles of Organization in the records of the Maryland State Department of
Assessments and Taxation on May 17, 2001 and governed by the Second
Amended and Restated Operating Agreement dated May 18, 2005 (the “Operating
Agreement”).


 


B.            Seller owns 100% of
the membership interest in the Company (the “Interest”).


 


C.            By a Purchase and
Sale Agreement dated December 21, 2006 (the “Purchase Agreement”), Seller
agreed to sell to Buyer the Interest. Buyer has assigned its rights to buy the
Interest under the Purchase Agreement to Land America Exchange Company (“LEC”),
pursuant to the Deferred Real Estate Exchange Agreement dated September 1,
2006 between Buyer and LEC (the “Partial Assignment”).


 


D.            The purpose of this
Assignment and Amendment is to evidence the transfer and assignment to Buyer by
Seller of the Interest in the Company pursuant to the Purchase Agreement and
the Partial Assignment and to amend the Operating Agreement of the Company to
reflect the transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.            Recitals. The recitals are incorporated herein by
reference.


 

















 


2.             Assignment of
Interest to Buyer. Seller, for value received from LEC and at the direction
of LEC, hereby grants, transfers and assigns to Buyer the Interest in the
Company, free and clear of all liens, charges and encumbrances.


 


3.             Acceptance of
Assignment. Buyer hereby accepts the grant and assignment of the Interest.


 


4.             Amendment to
Operating Agreement. The Operating Agreement of the Company is hereby
amended to provide that, as a result of the foregoing grant and assignment to
Buyer, as of the date hereof, (a) Seller is no longer a member of the
Company, (b) Buyer is the sole member of the Company, (c) Buyer is
the owner of all of the membership interest in the Company, and (d) Seller
has withdrawn as a member of the Company.


 


5.             Further
Assurances. Seller hereby agrees to execute and deliver promptly upon
request of Buyer such further agreements or instruments and do, or cause to be
done, such further acts and things as may be necessary or reasonably desired by
Buyer to complete the assignment and transfer of the Interest to Buyer as
contemplated hereby.


 


6.             Ratification.
As amended herein, the Operating Agreement is ratified and affirmed.


 


[Signatures
appear on the following page]


 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment of Membership
Interest and Amendment to Operating Agreement as of the day and year of first
above written.


 


 


	
  Witness:

  	
   

  	
  Seller: Nottingham
  Properties, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Abba Poliakoff

  	
   

  	
  By:

  	
  /s/ J. Joseph Credit

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit

  
	
   

  	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer: Corporate Office
  Properties, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Corporate Office
  Properties Trust, its sole general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Karen Singer

  	
   

  	
  By:

  	
  /s/ Roger A. Waesche, Jr.

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger A. Waesche, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer
  and

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President

  
						



 
















 


EXHIBIT B-6


ASSIGNMENT
OF MEMBERSHIP INTEREST


AND


AMENDMENT
TO OPERATING AGREEMENT


 


RIVERS CENTER III INVESTORS LLC


 


THIS
ASSIGNMENT OF MEMBERSHIP INTEREST AND AMENDMENT TO OPERATING AGREEMENT
(“Assignment and Amendment”) is made as of the
       day of January, 2007 by and among
Nottingham Properties, Inc., a Maryland corporation (“Seller”), and
Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”).


 


RECITALS:


 


E.             Rivers
Center III Investors LLC (the “Company”) is a limited liability 


 

















 


company created by the filing of Articles of
Organization in the records of the Maryland State Department of Assessments and
Taxation on May 17, 2001 and governed by the Second Amended and Restated
Operating Agreement dated as of May 18, 2005 (the “Operating Agreement”).


 


F.             Seller
owns 100% of the membership interest in the Company (the “Interest”).


 


G.            By
a Purchase and Sale Agreement dated December 21, 2006 (the “Purchase
Agreement”), Seller agreed to sell to Buyer the Interest.


 


H.            The
purpose of this Assignment and Amendment is to evidence the transfer and
assignment to Buyer by Seller of the Interest in the Company pursuant to the
Purchase Agreement and to amend the Operating Agreement of the Company to
reflect the transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


7.             Recitals. 
The recitals are incorporated herein by reference.


 


8.             Assignment of Interest to Buyer.  For value received, Seller hereby grants,
transfers and assigns to Buyer the Interest in the Company, free and clear of
all liens, charges and encumbrances.


 


9.             Acceptance of Assignment.  Buyer hereby accepts the grant and assignment
of the Interest.


 


10.           Amendment to Operating Agreement.  The Operating Agreement of the Company is
hereby amended to provide that, as a result of the foregoing grant and  assignment to Buyer, as of the date hereof,
(a) Seller is no longer a member of the Company, (b) Buyer is the
sole member of the Company, (c) Buyer is the owner of all of the
membership interests in the Company, and (d) Seller has withdrawn as a
member and Manager of the Company.


 


11.           Further
Assurances.  Seller hereby agrees to
execute and deliver promptly upon request of Buyer such further agreements or
instruments and do, or cause to be done, such further acts and things as may be
necessary or reasonably desired by Buyer to complete the assignment and transfer
of the Interest to Buyer as contemplated hereby.


 

















 


12.           Ratification.  As amended herein, the Operating Agreement is
ratified and affirmed.


 


[Signatures appear on the following page]


 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment of Membership
Interest and Amendment to Operating Agreement as of the day and year of first
above written.


 


 


	
   

  	
  Seller: Nottingham Properties, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J. Joseph Credit

  
	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Buyer: Corporate Office Properties, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Corporate Office Properties Trust, its sole general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and

  
	
   

  	
   

  	
   

  	
   

  	
  Executive
  Vice President

  



 
















 


EXHIBIT B-7


ASSIGNMENT
OF BENEFICIAL INTEREST


AND


AMENDMENT
TO DECLARATION OF TRUST


 


37 ALLEGHENY BUSINESS TRUST


 


THIS
ASSIGNMENT OF BENEFICIAL INTEREST AND AMENDMENT TO DECLARATION OF TRUST
(“Assignment and Amendment”) is made as of the
       day of January, 2007 by and among
Nottingham Properties, Inc., a Maryland corporation (“Seller”), and
Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”).


 

















 


RECITALS:


 


I.              37
Allegheny Business Trust (the “Trust”) is a business trust created by the
filing of a certificate of trust in the records of the Maryland State
Department of Assessments and Taxation on October 16, 2006 and governed by
the Declaration of Trust dated October 16, 2006 (the “Declaration of
Trust”).


 


J.             Seller
owns 100% of the beneficial interest in the Trust (the “Interest”).


 


K.            By a
Purchase and Sale Agreement dated December 21, 2006 (the “Purchase
Agreement”), Seller agreed to sell to Buyer the Interest.


 


L.             The
purpose of this Assignment and Amendment is to evidence the transfer and
assignment to Buyer by Seller of the Interest in the Trust pursuant to the
Purchase Agreement and to amend the Declaration of Trust of the Trust to
reflect the transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


13.           Recitals.  The recitals are incorporated herein by
reference.


 


14.           Assignment of Interest to
Buyer.  For value received, Seller
hereby grants, transfers and assigns to Buyer the Interest in the Trust, free
and clear of all liens, charges and encumbrances.


 


15.           Acceptance of Assignment.  Buyer hereby accepts the grant and assignment
of the Interest.


 


16.           Amendment to Declaration of
Trust.  The Declaration of Trust of
the Trust is hereby amended to provide that, as a result of the foregoing grant
and assignment to Buyer, as of the date hereof, (a) Seller is no longer a
beneficial owner of the Trust, (b) Buyer is the sole beneficial owner of
the Trust, (c) Buyer is the owner of all of the beneficial interest, in
the Trust, and (d) Seller has withdrawn as a beneficial owner of the
trust.


 


17.           Further Assurances.  Seller hereby agrees to execute and deliver
promptly upon request of Buyer such further agreements or instruments and do,
or cause to be done, such further acts and things as may be necessary or
reasonably 


 

















 


desired
by Buyer to complete the assignment and transfer of the Interest to Buyer as
contemplated hereby.


 


18.           Ratification.  As amended herein, the Declaration of Trust
is ratified and affirmed.


 


[Signatures appear on the following page]


 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment of Beneficial
Interest and Amendment to Declaration of Trust as of the day and year of first
above written.


 


 


	
  Witness:

  	
   

  	
  Seller: Nottingham Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit

  	
   

  
	
   

  	
   

  	
   

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer: Corporate Office Properties, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Corporate Office Properties Trust, its sole general
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and

  Executive Vice President

  	
   

  



 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment of Beneficial
Interest and Amendment to Declaration of Trust as of the day and year of first
above written.


 


 


	
  Witness:

  	
   

  	
  Seller: Nottingham Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit

  	
   

  
	
   

  	
   

  	
   

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer: Corporate Office Properties, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Corporate Office Properties Trust, its sole general
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and

  Executive Vice President

  	
   

  



 

















 


EXHIBIT B-8


ASSIGNMENT
OF BENEFICIAL INTEREST


AND


AMENDMENT
TO DECLARATION OF TRUST


 


WHITE MARSH HI-TECH 2 BUSINESS TRUST


 


THIS
ASSIGNMENT OF BENEFICIAL INTEREST AND AMENDMENT TO DECLARATION OF TRUST
(“Assignment and Amendment”) is made as of the
       day of January, 2007 by and among Nottingham
Properties, Inc., a Maryland corporation (“Seller”), and Corporate Office
Properties, L.P., a Delaware limited partnership (“Buyer”).


 

















 


RECITALS:


 


M.           White
Marsh Hi-Tech 2 Business Trust (the “Trust”) is a business trust created by the
filing of a Certificate of Trust in the records of the Maryland State
Department of Assessments and Taxation on November 16, 2006 and governed
by the Declaration of Trust dated November 16, 2006 (the “Declaration of
Trust”).


 


N.            Seller
owns 100% of the beneficial interests in the Trust (the “Interest”).


 


O.            By a
Purchase and Sale Agreement dated December 21, 2006 (the “Purchase
Agreement”), Seller agreed to sell to Buyer the Interest.


 


P.             The
purpose of this Assignment and Amendment is to evidence the transfer and assignment
to Buyer by Seller of the Interest in the Trust pursuant to the Purchase
Agreement and to amend the Declaration of Trust of the Trust to reflect the
transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


19.           Recitals.  The recitals are incorporated herein by
reference.


 


20.           Assignment of Interest to
Buyer.  For value received, Seller
hereby grants, transfers and assigns to Buyer the Interest in the Trust, free
and clear of all liens, charges and encumbrances.


 


21.           Acceptance of Assignment.  Buyer hereby accepts the grant and assignment
of the Interest.


 


22.           Amendment to Declaration of
Trust.  The Declaration of Trust of
the Trust is hereby amended to provide that, as a result of the foregoing grant
and assignment to Buyer, as of the date hereof, (a) Seller is no longer a
beneficial owner of the Trust, (b) Buyer is the sole beneficial owner of
the Trust, (c) Buyer is the owner of all of the beneficial interest, in
the Trust, and (d) Seller has withdrawn as a beneficial owner of the
trust.


 


23.           Further Assurances.  Seller hereby agrees to execute and deliver
promptly upon request of Buyer such further agreements or instruments and do,
or cause to be done, such further acts and things as may be necessary or
reasonably


 

















 


desired
by Buyer to complete the assignment and transfer of the Interest to Buyer as
contemplated hereby.


 


24.           Ratification.  As amended herein, the Declaration of Trust
is ratified and affirmed.


 


[Signatures appear on the following page]


 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment of Beneficial
Interest and Amendment to Declaration of Trust as of the day and year of first
above written.


 


	
  Witness:

  	
   

  	
  Seller: Nottingham Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit

  	
   

  
	
   

  	
   

  	
   

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer: Corporate Office Properties, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Corporate Office Properties Trust, its sole general
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and

  Executive Vice President

  	
   

  



 






 












 


EXHIBIT B-9


ASSIGNMENT
OF LIMITED PARTNERSHIP INTEREST


AND


AMENDMENT
TO AGREEMENT OF LIMITED PARTNERSHIP


 


CORPORATE CENTER I LIMITED PARTNERSHIP


 


THIS
ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST AND AMENDMENT TO AGREEMENT OF
LIMITED PARTNERSHIP (Assignment and Amendment”) is made as of the
       day of January, 2007 by and among
Nottingham Properties, Inc., a Maryland corporation (“Seller”), and
Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”).


 

















 


RECITALS:


 


Q.            Corporate
Center I Limited Partnership (the “Partnership”) is a limited partnership
created by the filing of a certificate of limited partnership in the records of
the Maryland State Department of Assessments and Taxation on September 21,
1989 and governed by the Amended and Restated Agreement of Limited Partnership
dated December 21, 1994, as amended by the Amendment to Agreement of
Limited Partnership dated December 15, 2006 (collectively, the
“Partnership Agreement”).


 


R.            Seller
owns a 50% limited partnership interest in the Partnership (the “Interest”).


 


S.             By a
Purchase and Sale Agreement dated December 21, 2006 (the “Purchase
Agreement”), Seller agreed to sell to Buyer the Interest.


 


T.            The
purpose of this Assignment and Amendment is to evidence the transfer and assignment
to Buyer by Seller of the Interest in the Partnership pursuant to the Purchase
Agreement and to amend the Partnership Agreement of the Partnership to reflect
the transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


25.           Recitals.  The recitals are incorporated herein by
reference.


 


26.           Assignment of Interest to
Buyer.  For value received, Seller
hereby grants, transfers and assigns to Buyer the Interest in the Partnership,
free and clear of all liens, charges and encumbrances.


 


27.           Acceptance of Assignment.  Buyer hereby accepts the grant and assignment
of the Interest.


 


28.           Amendment to Partnership
Agreement.  The
Partnership Agreement of the Partnership is hereby amended to provide that, as
a result of the foregoing grant and assignment to Buyer, as of the date hereof,
(a) Seller is no longer a 50% limited partner of the Partnership, (b) Buyer
is a 50% limited partner of the Partnership in Seller’s place, and (c) Seller
has withdrawn as a limited partner of the Partnership.


 

















 


29.           Further Assurances.  Seller hereby agrees to execute and deliver
promptly upon request of Buyer such further agreements or instruments and do,
or cause to be done, such further acts and things as may be necessary or
reasonably desired by Buyer to complete the assignment and transfer of the
Interest to Buyer as contemplated hereby.


 


30.           Ratification.  As amended herein, the Partnership Agreement
is ratified and affirmed.


 


[Signatures appear on the following page]


 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment of Limited
Partnership Interest and Amendment to Agreement of Limited Partnership as of
the day and year of first above written.


 


 


	
  Witness:

  	
   

  	
  Seller: Nottingham Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit

  	
   

  
	
   

  	
   

  	
   

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer: Corporate Office Properties, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Corporate Office Properties Trust, its sole general
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and

  Executive Vice President

  	
   

  



 

















 


EXHIBIT B-10


ASSIGNMENT
OF LIMITED PARTNERSHIP INTEREST


AND


AMENDMENT
TO LIMITED PARTNERSHIP AGREEMENT


 


NOTTINGHAM ASSOCIATES LIMITED PARTNERSHIP


 


THIS
ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST AND AMENDMENT TO LIMITED PARTNERSHIP
AGREEMENT is made as of the        day of
January, 2007 by and among Nottingham Properties, Inc., a Maryland
corporation (“Seller”), and Corporate Office Properties, L.P., a Delaware
limited partnership (“Buyer”).


 

















 


RECITALS:


 


U.            Nottingham
Associates Limited Partnership (the “Partnership”) is a limited partnership
created by the filing of a certificate of limited partnership in the records of
the Maryland State Department of Assessments and Taxation on May 31, 1983
and governed by the Limited Partnership Agreement dated as of May 27,
1983, as amended by an Amendment to Agreement of Limited Partnership dated
December 15, 2006 (collectively, the “Partnership Agreement”).


 


V.            Seller
owns a 43.7% limited partnership interest in the Partnership (the “Interest”).


 


W.           By a
Purchase and Sale Agreement dated December 21, 2006 (the “Purchase
Agreement”), Seller agreed to sell to Buyer the Interest.


 


X.            The
purpose of this Assignment and Amendment is to evidence the transfer and
assignment to Buyer by Seller of the Interest in the Partnership pursuant to
the Purchase Agreement and to amend the Partnership Agreement of the
Partnership to reflect the transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


31.           Recitals.  The recitals are incorporated herein by
reference.


 


32.           Assignment of Interest to
Buyer.  For value received, Seller
hereby grants, transfers and assigns to Buyer the Interest in the Partnership,
free and clear of all liens, charges and encumbrances.


 


33.           Acceptance of Assignment.  Buyer hereby accepts the grant and assignment
of the Interest.


 


34.           Amendment to Partnership
Agreement.  The
Partnership Agreement of the Partnership is hereby amended to provide that, as
a result of the foregoing grant and assignment to Buyer, as of the date hereof,
(a) Seller is no longer a 43.7% limited partner of the Partnership, (b) Buyer
is a 43.7% limited partner of the Partnership in Seller’s place, and (c) Seller
has withdrawn as a limited partner of the Partnership.


 


35.           Further Assurances.  Seller hereby agrees to execute and deliver
promptly upon request of Buyer such further agreements or instruments and do,
or 


 

















 


cause
to be done, such further acts and things as may be necessary or reasonably
desired by Buyer to complete the assignment and transfer of the Interest to
Buyer as contemplated hereby.


 


36.           Ratification.  As amended herein, the Partnership Agreement
is ratified and affirmed.


 


[Signatures appear on the following page]


 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment of Limited
Partnership Interest and Amendment to Limited Partnership Agreement as of the
day and year of first above written.


 


 


	
  Witness:

  	
   

  	
  Seller: Nottingham Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit

  	
   

  
	
   

  	
   

  	
   

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer: Corporate Office Properties, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Corporate Office Properties Trust, its sole general
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and

  Executive Vice President

  	
   

  



 

















 


EXHIBIT B-11


ASSIGNMENT
OF LIMITED PARTNERSHIP INTEREST


AND


AMENDMENT
TO AGREEMENT OF LIMITED PARTNERSHIP


 


SANDPIPER LIMITED PARTNERSHIP


 


THIS
ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST AND AMENDMENT TO AGREEMENT OF
LIMITED PARTNERSHIP is made as of the        day
of January, 2007 by and among Nottingham Properties, Inc., a Maryland
corporation (“Seller”), and Corporate Office Properties, L.P., a Delaware
limited partnership (“Buyer”).


 

















 


RECITALS:


 


Y.            Sandpiper
Limited Partnership (the “Partnership”) is a limited partnership created by the
filing of a certificate of limited partnership in the records of the Maryland
State Department of Assessments and Taxation on December 31, 1984 and
governed by the Limited Partnership Agreement dated as of December 26,
1984, as amended by an Amendment to Agreement of Limited Partnership dated
December 31, 1984, as amended by Amendment No. 2 thereto dated
October 31, 1985, as amended by Amendment No. 3 thereto dated October 13,
1987, as amended by Amendment No. 4 dated January 22, 1993, and as
amended by an Amendment to Agreement of Limited Partnership dated December 15,
2006 (collectively, the “Partnership Agreement”).


 


Z.            Seller
owns a 60% limited partnership interest in the Partnership (the “Interest”).


 


AA.        By a
Purchase and Sale Agreement dated December 21, 2006 (the “Purchase
Agreement”), Seller agreed to sell to Buyer the Interest.


 


BB.          The
purpose of this Assignment and Amendment is to evidence the transfer and
assignment to Buyer by Seller of the Interest in the Partnership pursuant to
the Purchase Agreement and to amend the Partnership Agreement of the
Partnership to reflect the transfer of the Interest.


 


NOW,
THEREFORE, in consideration of the mutual covenants of the parties and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


37.           Recitals.  The recitals are incorporated herein by
reference.


 


38.           Assignment of Interest to
Buyer.  For value received, Seller
hereby grants, transfers and assigns to Buyer the Interest in the Partnership,
free and clear of all liens, charges and encumbrances.


 


39.           Acceptance of Assignment.  Buyer hereby accepts the grant and assignment
of the Interest.


 


40.           Amendment to Partnership
Agreement.  The
Partnership Agreement of the Partnership is hereby amended to provide that, as
a result of the foregoing grant and assignment to Buyer, as of the date hereof,
(a) Seller is no longer a 60% limited partner of the Partnership, (b) Buyer
is a 60% limited partner of the 


 

















 


Partnership in Seller’s place, and (c) Seller
has withdrawn as a limited partner of the Partnership.


 


41.           Further Assurances.  Seller hereby agrees to execute and deliver
promptly upon request of Buyer such further agreements or instruments and do,
or cause to be done, such further acts and things as may be necessary or
reasonably desired by Buyer to complete the assignment and transfer of the
Interest to Buyer as contemplated hereby.


 


42.           Ratification.  As amended herein, the Partnership Agreement
is ratified and affirmed.


 


[Signatures appear on the following page]


 

















 


IN
WITNESS WHEREOF, the parties have executed this Assignment of Limited
Partnership Interest and Amendment to Agreement of Limited Partnership as of
the day and year of first above written.


 


 


	
  Witness:

  	
   

  	
  Seller: Nottingham Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit

  	
   

  
	
   

  	
   

  	
   

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer: Corporate Office Properties, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Corporate Office Properties Trust, its sole general
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer and

  Executive Vice President