Exhibit 10.24.2


 


AMENDMENT TO CONTRACT OF SALE


 


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


 


RECITALS:


 


A.            Seller
and Buyer entered into a Contract of Sale dated February 27, 2003 (herein, such
Contract of Sale and the exhibits thereto are referred to as the “Agreement”)
in connection with the sale by Seller to Buyer of certain membership interests
in a Maryland limited liability company, as more particularly described in the
Agreement.


 


B.            The Seller and Buyer
wish to amend certain provisions of the Agreement.


 


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


 


1.             SALE OF
LOT.  Buyer and Seller
have agreed that notwithstanding anything contained in the Agreement to the
contrary, the sale and acquisition under the Agreement shall be a sale by
Seller and a purchase by Buyer of the Lot, for the same Purchase Price as set
forth in the Agreement.


 


2.             TRANSFER.  Notwithstanding anything contained in the
Agreement to the contrary, at Closing, Seller shall convey to Buyer the title
to the Lot and improvements thereon in fee simple, subject to the provisions of
Section 8 of the Agreement, by a special warranty deed containing covenants of
further assurances and against encumbrances, subject to all matters of
record.  Recordation and transfer taxes
associated with the transfer of the Lot from Seller to Buyer (collectively, the
“Deed
Recordation and Transfer Taxes”) shall be handled in the following
manner:  (i) Buyer and Seller shall
split equally and pay that amount of recordation and transfer taxes that would
have been due and payable at the time of the transfer of the Lot to the LLC
(collectively, the “LLC Recordation and Transfer Taxes”), had
the parties proceeded with the sale of the membership interests in the LLC as
originally set out in Sections 1 and 2 of the Agreement; and (ii) Buyer shall
pay one hundred percent (100%) of the excess, if any, of the Deed Recordation
and Transfer Taxes over the LLC Recordation and Transfer Taxes.  For example, if the LLC Recordation and
Transfer Taxes equal $11,000 and the Deed Recordation and Transfer Taxes equal
$36,300, then the Buyer would be responsible for paying $30,800 and the Seller
would be responsible for paying $5,500.


 


3.             CLOSING.  Notwithstanding the provisions of Section 3
of the Agreement, Closing on the acquisition of the Lot shall occur on November
14, 2003.


 

















 


4.             CONDITION
OF LOT.  Section 7 of the
Agreement is hereby deleted and the following inserted in lieu thereof:


 


“Condition of Lot.


 


(a)           Seller, at Seller’s
expense, shall (i) complete the construction of a sediment control pond (the “Pond”)
on the Lot; and (ii) remove the topsoil pile currently located on the Lot (the
“Topsoil
Pile”).  The Pond shall be
constructed in accordance with the Anne Arundel County permit for same, as
obtained by Seller at Seller’s sole cost and expense.  Buyer acknowledges that the Lot will be sold to Buyer “as is,
where is”, other than for construction of the Pond and the removal of the
Topsoil Pile.  Other than as set forth
herein, Seller makes no representations or warranties regarding the subsurface
condition of the Lot.  Buyer will be required
to comply with the stormwater requirements of Anne Arundel County, Maryland for
the future maintenance of the Pond and for its conversion of the Pond to a
storm water pond.  Seller agrees to
proceed with all due diligence and to use commercially reasonable efforts in
performing its obligations under this Section 7(a), subject to being prevented
or delayed, retarded or hindered by act of God, weather of unusual severity,
fire, earthquake, flood, explosion, action of the elements, war (declared or undeclared),
invasion, insurrection, riot, mob violence, sabotage, malicious mischief,
inability to procure or general shortage of labor, equipment, facilities,
materials or supplies in the open market, failure of transportation, strikes,
lockouts, action of labor unions, condemnation, public requisition, laws, order
of government or civil defense authorities, or any other cause, whether similar
or dissimilar to the foregoing, not within the reasonable control of the
Seller.


 


(b)           The parties anticipate
that Seller’s completion of the Pond and the removal of the Topsoil Pile
(collectively, “Seller’s Work”) shall occur after the Closing.  Buyer acknowledges that from and after
Closing, Seller, its agents, employees, contractors and engineers, shall be
entitled at all reasonable times to enter the Lot to pursue and complete
Seller’s Work.  Seller agrees to
indemnify and hold harmless Buyer from any and all losses, liabilities, claims,
damages and expenses (including reasonable attorneys’ fees) arising as a result
of Seller’s entry and activities on the Lot under the provisions of Subsections
7(a) and 7(b).


 


(c)           In connection with the
development of the Lot, Seller has provided to Anne Arundel County a
Landscaping Bond No. 929240319 dated March 28, 2002 from CAN as amended, in the
amount of $16,500 for the benefit of Anne Arundel County (the “Landscaping
Bond”).  The parties have
agreed that Seller shall not be responsible for performing any landscaping work
on the Lot, the performance of which is secured by the Landscaping Bond.  Prior to Closing, Buyer will cause the
Landscaping Bond to be released and shall substitute its own bond as may be
required by Anne Arundel County (the “Replacement Landscaping Bond”), to the end
and effect that the Landscaping Bond shall be


 

















 


released and returned to
Seller and Seller shall have no obligations with respect to any landscaping on
the Lot.  At Closing, Buyer shall be
entitled to a credit in the amount $26,715.00, which amount consists of (i)
$250.00, which amount represents the parties’ agreed upon credit for the cost
of the Replacement Landscaping Bond; (ii) $25,640, which amount represents the
parties’ agreed upon credit for the costs of performing the landscaping work on
the Lot, the obligation for which is to be secured by the Replacement
Landscaping Bond; and (iii) $825.00, which amount represents the parties’
agreed upon credit for the inspection fee which may be charged by Anne Arundel
County following the completion by Buyer of the above landscaping work.


 


(d)           The provisions of this
Section 7 shall survive the Closing.”


 


5.             CLOSING
ADJUSTMENTS.  The third
sentence of Section 9 of the Agreement, beginning with the words “The costs of
all recordation and transfer”, is hereby deleted.   The following is added at the end of Section 9: “In addition,
the Buyer shall be entitled to the credits set out in Section 7(c) above.”


 


6.             CLOSING
DOCUMENTS.  Section 10 of
the Agreement is hereby amended by deleting the first sentence and clauses (a),
(b) and (c) and by inserting the following in lieu thereof:


 


“At the Closing, Seller
shall execute and deliver to Buyer the following:


 


(a)           a special warranty deed
containing covenants of further assurances and against encumbrances, subject to
all matters of record, conveying the Lot and improvements thereon to Buyer;


 


(b)           intentionally deleted;


 


(c)           intentionally deleted;”


 


7.             WARRANTIES
AND REPRESENTATIONS. 
Subsection 12(a)(i) is hereby amended by deleting the second sentence
thereof.


 


8.             DEFAULT.  Subsections 14(f) and 14(g) of the Agreement
are hereby amended by deleting the phrase “the membership interests in the LLC”
and insert in lieu thereof, “the Lot”.


 


9.             ASSIGNMENT AND COPT GUARANTEE.  Buyer hereby assigns its rights, duties and
obligations under the Agreement to NBP 221, LLC, a Maryland limited liability
company (“Assignee”).  Assignee hereby agrees to accept such
assignment and agrees with Assignor and Seller to assume the performance and
observance of all obligations contained in the Agreement.  Buyer represents that Assignee is or will be
at the time of the assignment wholly owned by Buyer or by an affiliate of
Buyer.  COPT reaffirms its guarantee
obligations under the Agreement and hereby agrees to


 

















 


unconditionally and continually guaranty the full and
timely payment and performance of all obligations of Assignee under the
Agreement.


 


10.           FULL FORCE.  Except as herein modified and amended, the
Agreement is and shall remain in full force and effect and has not been
otherwise modified or amended, either orally or in writing.  Seller and Buyer, by their execution hereof,
hereby ratify, affirm and approve the Agreement, as amended by this Amendment.


 


11.           CONFLICT. All of the
provisions of the Agreement affected by this Amendment shall be deemed amended,
whether or not actually specified herein, if any such amendment is clearly
necessary to effectuate the intent of the parties hereto.  In the event of conflict between the
Agreement and this Amendment, this Amendment shall take precedence.


 


12.           HEADINGS.  The headings of the sections, subsections,
paragraphs and subparagraphs hereof are provided herein for and only for
convenience of reference, and shall not be considered in construing their
contents.


 


13.           RECITALS.  The parties agree that the Background
section of this Amendment shall be an integral part of this Amendment and not
merely prefatory thereto.


 


14.           DEFINITIONS.  All capitalized terms not otherwise defined
in this Amendment shall have the meanings given to them in the Agreement.


 


15.           EXHIBITS.  Each document referred to herein as being annexed hereto as an
exhibit or otherwise designated herein as an exhibit hereto is hereby made a
part hereof.


 


16.           COUNTERPARTS.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
together shall comprise but one and the same instrument.  This Amendment may be delivered by facsimile
transmission of an originally executed copy to be followed by immediate
delivery of the original of such executed copy.


 


Signatures Begin on Following Page


 

















 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment or caused it to be executed on
its behalf by their respective duly authorized representatives, with the
intention of creating a document under seal on the date first above written.


 


	
  WITNESS:

  	
   

  	
   

  	
  SELLER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  JOLLY
  ACRES LIMITED

  
	
   

  	
   

  	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Constellation Real Estate, Inc.,

  
	
   

  	
   

  	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Robert N.
  Cantor

  	
   

  	
   

  	
  By:

  	
  /s/ Steven S. Koren

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven S. Koren

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CORPORATE
  OFFICE PROPERTIES,

  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Corporate Office Properties Trust,

  general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Stephanie L. Shack

  	
   

  	
   

  	
  By:

  	
  /s/ Roger A. Waesche, Jr.

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger A.
  Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NBP 221, LLC, a
  Maryland limited liability

  
	
   

  	
   

  	
   

  	
   

  	
  company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Corporate Office Properties, L.P.,

  sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Corporate Office Properties

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Trust, general
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Stephanie L. Shack 

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Roger A. Waesche, Jr.

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Roger A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
																					



 

















 


JOINDER BY
CORPORATE OFFICE PROPERTIES TRUST


 


Corporate Office Properties Trust is executing this
Contract to evidence its obligations under Section 9 of this Amendment.


 


	
   

  	
   

  	
   

  	
  CORPORATE OFFICE PROPERTIES

  
	
   

  	
   

  	
   

  	
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Stephanie L. Shack

  	
   

  	
   

  	
  By:

  	
  /s/ Roger A. Waesche,
  Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Roger A. Waesche, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President