Exhibit
10.24.1


 


CONTRACT OF SALE


 


THIS
CONTRACT OF SALE (this “Contract”) is made and executed this
27 day of February, 2003, by and between JOLLY ACRES LIMITED PARTNERSHIP, a Maryland
limited partnership (“Seller”), and CORPORATE OFFICE PROPERTIES, L.P., a
Delaware limited partnership (“Buyer”).


 


RECITALS


 


Seller is the owner of “Lot 17-R” (the “Lot”) in
National Business Park, Annapolis Junction, Anne Arundel County, Maryland (the
“Project”), as more particularly described on the record plat set forth on Exhibit
A attached hereto and made a part hereof. 
Seller intends to transfer fee simple title to the Lot to a
single-member, Maryland limited liability company to be formed by Seller and to
be owned by Constellation Real Estate, Inc. (“CREI”) or affiliates of CREI
(collectively, the “Selling Parties” and each individually, a “Selling
Party”).  Seller will cause the Selling
Parties to sell, and Buyer will purchase, the membership interests in the
limited liability company on the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the Recitals and other good
and valuable consideration, the adequacy of which is hereby acknowledged, the
parties hereto agree as follows:


 


1.             Sale of
Membership Interests. 
Seller hereby agrees to cause the Selling Parties to sell to Buyer the
membership interests in the limited liability company to be formed which will
hold fee simple title to the Lot, upon the terms and subject to the conditions
hereinafter set forth.


 


2.             Transfer of Fee Simple Title by Seller.  Prior to the Closing (as defined below),
Seller shall transfer fee simple title to the Lot into a single-member Maryland
limited liability company, Smooth Water Pond, LLC (the “LLC”) or such other
name to be designated by Buyer.  Buyer,
at Buyer’s expense, shall prepare the deed transferring the Lot from Seller to
the LLC, the form of which shall be approved by Seller.  Seller, at Seller’s expense, shall form the
LLC.  At the time of transfer, Buyer and
Seller shall split equally and pay all of the recordation taxes, transfer taxes
and related recording costs and expenses to record the deed transferring the
Lot into the LLC.  Seller and Buyer
agree to use a mutually acceptable title insurance company for the purposes of
recording the deed.  In the event Anne
Arundel County, the State of Maryland or any other governmental authority
attempts to impose, or imposes, any transfer, recordation or other taxes or
charges on the transfer to Buyer of the membership interests in the LLC, Seller
and Buyer shall share and promptly pay equally, fifty percent (50%) by Seller
and fifty percent (50%) by Buyer, any costs and expenses of defending such
matter and paying any such transfer, recordation or other taxes or
charges.  The provisions of this Section
shall survive the Closing.


 


3.             Closing.  Closing on the acquisition of the membership
interests in the LLC, the fee simple owner of the Lot, shall occur within ten
(10) days after the later of (i) written notice from Seller (“Seller’s
Completion Notice”) that the construction of the Pond (as defined herein)


 


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is complete, as more particularly set forth in Section 7 herein; or
(ii) the completion of Buyer’s title review and any necessary cure period for
Seller, as more particularly set forth in Section 8 herein.  If there is any dispute between Seller and
Buyer concerning whether the construction of the Pond is complete, the parties
shall attempt to resolve their dispute, in good faith and with all due
diligence.  If the parties are unable to
resolve their dispute within ten (10) days after delivery of Seller’s
Completion Notice, then the parties shall refer the matter to John E. Harms Jr.
& Associates (the “Engineer”) and the Engineer shall resolve the dispute
concerning completion of the Pond, which decision shall be binding on the
parties.


 


4.             Purchase Price.  The purchase price for the membership
interests acquired in the Closing shall be One Million Six Hundred Fifty
Thousand Dollars ($1,650,000.00) (the “Purchase Price”).  At the Closing, Buyer shall pay Seller the
Purchase Price by wire transfer of immediately available funds to an account
designated by Seller.


 


5.             Special Taxing District.  Buyer and Seller shall sign the disclosure
regarding the National Business Park Special Taxing District attached hereto as
Exhibit B and made a part hereof by this reference.


 


6.             Restrictive Covenants.  Buyer acknowledges and agrees that the Lot
is subject to the Declaration of Covenants, Conditions and Restrictions The
National Business Park dated April 21, 2000 and recorded among the Land Records
of the County at Liber 9853, folio 591, as amended by a First Amendment to
Declaration of Covenants, Conditions and Restrictions dated July 6, 2001 and
recorded among the Land Records of the County at Liber 11048, folio 310 (the
“Declaration”).


 


7.             Condition of Lot.  Seller, at Seller’s expense, shall complete
the construction of a sediment control pond (the “Pond”) on the Lot.  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 other than for construction of the Pond, the Lot will be
“as-is, where is” at Closing when Buyer acquires the membership interests in
the LLC.  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 to a storm water
pond.


 


8.             Title to the Lot.


 


(a)           At
the Closing, title to the Lot shall be good and marketable, free of all liens,
encumbrances, encroachments and easements other than the Permitted Encumbrances
(as hereinafter defined) and the liens and encumbrances set forth below which
(x) are acceptable to Buyer and (y) shall not constitute an impediment to good
and marketable fee simple title. Possession of the Lot shall be given to Buyer
free of all tenancies or other rights of use or occupancy.  As used herein, the term “Permitted
Encumbrances” shall mean the following:


 


(i)            easements
and rights of way to Anne Arundel County or public utility companies existing
as of Closing;


 


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(ii)           easements
and rights of way shown on the plat of the Lot;


 


(iii)          easements and rights of way which as of the
date of this Contract may be observed by an inspection of the Lot;


 


(iv)          the
Declaration;


 


(v)           use
or benefit charges assessed for public or private water and sewer facilities
and taxes not delinquent;


 


(vi)          zoning
and building restrictions and other laws, ordinances and regulations of
governmental bodies having jurisdiction over the Lot;


 


(vii)         obligations undertaken by Seller in connection
with the approval of the plat of the Lot, including public works agreements,
utility agreements, inspection agreements and other agreements and commitments
related to such resubdivision;


 


(viii)        a covenant to be included in the deed
transferring the Lot from Seller to the LLC which provides that prior to
December 29, 2005, the Lot shall not be developed or used for hotel uses;


 


(ix)           all
real estate taxes and assessments, both general and special, not yet due and
payable as of the Closing; and


 


(x)            all
matters of public record, except for title matters that Seller agrees to cure
pursuant to Subsection 8(c) below.


 


(b)           Within
thirty (30) days following execution of this Contract, Buyer, at Buyer’s
expense, shall have title to the Lot examined by a reputable title insurance
company and have such title insurance company issue a title insurance
commitment (the “Title Commitment”) to assure Buyer that, as of the examination
date, title to the Lot is good and marketable and insurable at ordinary
prevailing title insurance rates and that any exceptions to title contained in
the Title Commitment are acceptable to Buyer.


 


(c)           On
or before that date which is thirty (30) days following execution of this
Contract, Buyer shall provide to Seller a copy of the Title Commitment and
either advise Seller in writing that all exceptions to title contained in the
Title Commitment are acceptable to Buyer or advise Seller in writing of those
exceptions to title contained in the Title Commitment that are unacceptable to
Buyer; provided, however, that Buyer shall be required to accept all Permitted
Encumbrances.  Failure of Buyer to
examine title or to advise Seller of the acceptability of title within the time
periods required hereunder shall be deemed an acceptance of all title matters.  Within ten (10) days after receipt of a
notice from Buyer advising Seller that certain title exceptions are
unacceptable to Buyer, Seller shall notify Buyer whether Seller will cure any
of the unacceptable title exceptions. 
Failure of Seller to provide notice within such time period shall be
deemed an election by Seller not to cure the unacceptable title
exceptions.  If Buyer has timely
notified Seller of unacceptable title matters then, unless Seller has timely
elected to cure


 


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such title exceptions as provided hereunder, Buyer, by written notice
to Seller, may, within ten (10) days after expiration of the time period for
Seller to elect to cure, either waive such unacceptable title exceptions (in
which case such exceptions shall be deemed acceptable to Buyer) or terminate
this Contract.  If Buyer elects to
terminate this Contract pursuant to the immediately preceding sentence, neither
party shall have any further obligations or liabilities to the other relating
hereto.


 


(d)           Failure
of Buyer to notify Seller in the ten (10) day period described above shall be
deemed an election by Buyer to waive the unacceptable title exceptions.  If Seller notifies Buyer that Seller will
cure any unacceptable title exception, then Seller shall be obligated to
promptly and, in all events, prior to the Closing, proceed to cure such title
exception in such manner that the defect or objection to title will not appear
in Buyer’s title insurance policy.  All
exceptions to title accepted by Buyer or deemed to be accepted by Buyer under
the provisions of this Section 8 shall also constitute “Permitted
Encumbrances.”  Notwithstanding the
foregoing, from and after the date hereof, except as otherwise permitted
hereunder, Seller shall not change or permit to be changed title to the Lot or
any portion thereof in a manner which would materially prevent or interfere
with the development of the Lot for the Pond and a stormwater management
pond.  Nothing herein shall preclude
Seller from placing liens on the Lot in connection with financings or
refinancings, it being understood that it is the obligation of Seller to remove
such liens prior to Closing.


 


9.             Closing Adjustments.  All costs, including taxes, insurance and
any and all costs relating to the ownership of the Lot shall be borne by Seller
until Closing.  All taxes, general or
special, and all other public, governmental or other assessments against the
Lot payable on an annual basis are to be adjusted and apportioned as of the date
of Closing and are to be assumed and paid after Closing by Buyer.  The costs of all recordation taxes and
transfer taxes, if any, shall be split equally by Buyer and Seller.  All other closing costs incurred by Buyer,
including, without limitation, recording charges, document preparation charges,
notary fees and title insurance premiums shall be paid by Buyer.  Seller and Buyer shall each pay their
respective legal costs.


 


10.           Closing Documents.  At the Closing hereunder, Seller shall cause
the Selling Parties to execute and deliver to Buyer the following:


 


(a)           an
Assignment of Limited Liability Company Interests in a form acceptable to
Seller and Buyer, which Assignment shall also be executed by Buyer;


 


(b)           a
Certificate of Good Standing for the LLC;


 


(c)           Certified
Copies of the Articles of Organization and Operating Agreement for the LLC;


 


(d)           an
affidavit, in form sufficient to satisfy all Internal Revenue Service
requirements, stating that Seller is not a “foreign person” (as defined by the
Foreign Investment in Real Property Tax Act and the regulations promulgated
thereunder) so that Buyer is not


 


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legally required to withhold any portion of the Purchase Price then
being paid at any Closing hereunder;


 


(e)           an
owner’s affidavit for the benefit of Buyer’s title insurance company dealing
solely with bankruptcy and leases and Seller shall not be required to execute
any other affidavits, including, but not limited to, any non-imputation
affidavit; and


 


(f)            any
other documents as reasonably requested by Buyer, which are necessary to effect
the transactions set forth herein in accordance with the terms set forth
herein.


 


11.           Risk of Loss.  The Lot is to be held at the risk of the
Seller until the Closing.  In the event
of a condemnation, Buyer shall have the option to terminate the Contract or to
proceed to Closing with any condemnation award (not to exceed the Purchase
Price) paid or credited to Buyer at Closing.


 


12.           Warranties and Representations.


 


(a)           Seller
warrants, represents and covenants to Buyer the following items which are true
in all material respects and shall be deemed to have been restated at the time
of the Closing hereunder, to the extent applicable:


 


(i)            As
of the date hereof, Seller is the sole owner of fee simple title to the Lot,
and will not have entered into any contract of sale, option agreement, right of
first refusal or other agreement for the sale of the Lot other than this
Contract.  As of the date of the
Closing, the LLC will be the sole owner of fee simple title to the Lot and such
limited liability company will not have entered into any contract of sale,
option agreement, right of first refusal or other agreement for the sale of any
part of the Lot.


 


(ii)           Seller
has full power and authority to execute, deliver and perform this Contract and
to execute, deliver and perform any and all documents, instruments and
agreements to be executed and delivered by Seller in connection herewith.


 


(iii)          To the best of Seller’s knowledge, there are
no underground storage tanks on the Lot.


 


(iv)          To
the best of Seller’s actual knowledge, Seller has not used, generated, stored
or disposed, and from and after the date of this Contract, except to the extent
consistent with current real estate industry practices for such type of
property, consistent with use of the Lot for retail purposes, and permitted
under governmental regulations, will not use, generate, store or dispose, on,
under or about the Lot any hazardous waste toxic substance or related materials
or any friable asbestos or substance containing asbestos.


 


(v)           Seller
has no knowledge of any contract, agreement, undertaking, law, order,
regulation or instrument to which Seller is a party or by which Seller is bound
that would be violated by the execution of this Contract.


 


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The foregoing warranties shall terminate twelve (12)
months after the Closing.  Buyer hereby
agrees and acknowledges that, except as set forth in this Subsection 12(a),
neither Seller nor any agent, attorney, employee or representative of Seller
has made any representation whatsoever regarding the subject matter of this
transaction, or any part thereof, including (without limiting the generality of
the foregoing) representations as to the physical nature or physical condition
of the Lot or the capabilities thereof, and that Buyer, in executing,
delivering and/or performing this Contract, does not rely upon any statement
and/or information to whomever made or given, directly or indirectly, orally or
in writing, by any individual, firm or corporation unless such statement or
information is expressly incorporated herein. 
Buyer agrees that the Lot shall be (indirectly) sold to Buyer “as is,
where is” as of the date hereof, subject to Seller’s obligations to complete
construction of the Pond on the Lot in accordance with the provisions of
Section 7 above.  EXCEPT AS SPECIFICALLY
PROVIDED HEREIN TO THE CONTRARY, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES
AS TO THE PHYSICAL CONDITION OF THE LOT OR THE SUITABILITY THEREOF FOR ANY
PURPOSE.  SELLER HEREBY EXPRESSLY
DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL
CONDITION OF THE LOT.  BUYER, BY
EXECUTION OF THIS CONTRACT AGREES THAT IT HAS INSPECTED THE LOT AND THAT BUYER
SHALL ACCEPT SAME “AS IS” AND “WITH ALL FAULTS”, SUBJECT TO THE
OBLIGATIONS OF SELLER TO COMPLETE CONSTRUCTION OF THE POND ON THE LOT.


 


(b)           Buyer
warrants, represents and covenants to Seller the following items which are true
in all material respects and shall be deemed to have been restated at the time
of the Closing hereunder, to the extent applicable:


 


(i)            Buyer
is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Delaware.


 


(ii)           Buyer
has full power and authority to execute, deliver and perform this Contract and
to execute, deliver and perform any and all documents, instruments and
agreements to be executed and delivered by Buyer in connection herewith.


 


(iii)          Buyer has no knowledge of any contract,
agreement, undertaking, law, order, regulation or instrument to which Buyer is
a party or by which Buyer is bound that would be violated by the execution of
this Contract.


 


The foregoing warranties shall terminate twelve (12)
months after the Closing.


 


13.           Cooperation
With Seller in Continuing Development of National Business Park Project.  Buyer acknowledges that the Lot is part of
the Project being developed by Seller concurrently with the Lot and that in
order for Seller to obtain the necessary zoning for the Project, Seller made
certain agreements and commitments with Anne Arundel County relating to the
ongoing development and overall control of the Project.  Buyer, accordingly, covenants and agrees
with Seller that (a) it shall not violate the terms of the variances
granted to Seller for the


 


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Project, (b) it
shall cooperate with Seller as to its agreements and commitments with Anne
Arundel County as the same shall pertain to the Lot only, and (c) it shall
cooperate with Seller’s development efforts on land within the Project but
outside the Lot, including the execution of any documents, plats agreements,
easements, rights of way and other actions reasonably necessary or required by
Seller or Anne Arundel County in connection with the subsequent development of
the Project, provided that Buyer shall not be obligated to expend its own funds
in implementing this provision.  Seller
shall bear all expenses of such documentation or other actions required
incidental to such development and shall hold Buyer harmless from all expenses,
claims and liability associated with Buyer’s cooperation efforts described
herein.


 


Buyer also covenants to allow Seller a right of entry
onto the Lot at all reasonable times for activities associated with the above
described development efforts, provided that Seller provides Buyer with prior
notice of Seller’s intent to enter upon the Lot and Seller shall not
unreasonably interfere with Buyer’s development activities on the Lot.  In connection with such entry, Seller agrees
that it shall be responsible for any damages to the Lot resulting from such
operations and shall indemnify and hold Buyer harmless from all claims of any
type arising out of Seller’s entry onto the Lot for the purposes set forth
herein.


 


Buyer acknowledges that Lots Nos. 22, 23, 24, 25, 30,
31 and 32 as shown on the plats entitled “The National Business Park Phase 4
Formerly Cedar Knolls Property Previously Recorded in Liber 9138, folio 677”,
consisting of plats 1 through 7 and recorded among the Land Records of Anne
Arundel County at Plat Book 246, pp. 23 through 29, plats 12850 through 12856,
along with the roadways and other areas as shown on such Plat (collectively,
the “Other Property”) may use, in common with others, the Lot for sediment
control and stormwater purposes, which shall include the right to construct
storm water pipe, manholes, inlets, storm drains and other associated structures
in order to connect to any sediment control and stormwater pond (s) located on
the Lot.   As of the date of this
Contract, an affiliate of Seller (“Affiliate”) is the mortgagee under an
Indemnity Deed of Trust, Assignment of Leases and Rents and Security Agreement
dated as of January 24, 2003 (“Deed of Trust”) which encumbers the Other
Property.   If requested by the owner
and/or mortgagee of all or any part of the Other Property, after Closing Buyer
shall promptly enter into an easement agreement in recordable form (“Easement
Agreement”), to establish the above easement, which easement shall be
accompanied by an executed joinder from any mortgagee or trustee of any
financing on the Lot.  The form of the
Easement Agreement and joinder shall be reasonably acceptable to the owner and
mortgagee of the Other Property. 
Alternatively, Seller may require that Buyer cause the Lot to be
dedicated as “Common Area” under the Declaration (as such term is defined under
the Declaration) so that the Lot shall be utilized as for stormwater management
facilities and a Pond for the benefit of the Other Property and as allowed
under the Declaration.  Buyer’s
obligations under this paragraph shall expire on the date that the Deed of
Trust is released by the beneficiary thereunder by the recordation among the
Land Records of Anne Arundel County of a release or certificate of
satisfaction.  Notwithstanding anything
contained herein to the contrary, in the event of a foreclosure under the Deed
of Trust (“Foreclosure”) or the conveyance of all or any portion of the Other
Property by a deed in lieu of foreclosure (“Conveyance”) as a result of a
default under the Deed of Trust, then the Buyer’s obligations under this
paragraph shall expire on the first anniversary of such Foreclosure or
Conveyance.


 


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The provisions of this Section 13 shall survive the
Closing.


 


14.           Miscellaneous.


 


(a)           Seller
and Buyer warrant that, in connection with this Contract, they have dealt with
no broker, agent or other party who may be entitled to a commission or finder’s
fee, and each party agrees to indemnify the other from any claims or damages,
including reasonable attorneys’ fees, that the other may incur as a result of
the violation of this warranty, which warranty and indemnification shall
survive settlement and any termination of this Contract.


 


(b)           Any
written notices required under the terms of this Contract shall be sent by hand
or other actual delivery to such party or by Federal Express Delivery or other
national overnight delivery service and addressed as follows:


 


	
  To Buyer:

  	
   

  	
  Corporate Office
  Properties, L.P.

  
	
   

  	
   

  	
  8815 Centre Park
  Drive, Suite 400

  
	
   

  	
   

  	
  Columbia,
  Maryland 21045

  
	
   

  	
   

  	
  Attn:  General Counsel

  
	
   

  	
   

  	
   

  
	
  To Seller:

  	
   

  	
  Jolly Acres
  Limited Partnership

  
	
   

  	
   

  	
  c/o
  Constellation Real Estate, Inc.

  
	
   

  	
   

  	
  8815 Centre Park
  Drive – Suite 104

  
	
   

  	
   

  	
  Columbia,
  Maryland 21045

  
	
   

  	
   

  	
  Attn:  Managing Director

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Constellation
  Real Estate Group

  
	
   

  	
   

  	
  Legal Department

  
	
   

  	
   

  	
  Donna M. Levy,
  Esq.

  
	
   

  	
   

  	
  750 E. Pratt Street,
  23rd Floor

  
	
   

  	
   

  	
  Baltimore,
  Maryland 21202

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Richard Rubin, Esq.

  
	
   

  	
   

  	
  Neuberger, Quinn, Gielen, Rubin &

  
	
   

  	
   

  	
  Gibber, P.A.

  
	
   

  	
   

  	
  One South Street, 27th Floor

  
	
   

  	
   

  	
  Baltimore, MD 
  21202

  



 


Any party hereto
may change its notice address by giving notice of such change in accordance
with this paragraph.  Notice shall be
deemed to have occurred upon actual delivery.


 


(c)           Time
shall be of the essence of this Contract.


 


(d)           This
Contract contains the final and entire agreement between the parties thereto,
and neither party shall be bound by any terms, condition, statement or
representation not herein contained. 
This Contract may not be modified or changed orally, but only by
agreement in writing, signed by the party against whom enforcement of any such change
is sought.


 


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(e)           This
Contract shall be governed by the laws of the State of Maryland.  The titles of the paragraphs are inserted as
a matter of convenience and for reference and in no way define, limit or
describe the scope of this Contract or the intent of any provision hereof.


 


(f)            If
Buyer fails to purchase the membership interests in the LLC as contemplated
herein (other than as a result of a default by Seller under this Contract) or
materially breaches any of the representations, warranties or covenants to be
performed by Buyer under this Contract, Seller may avail itself of any and all
rights and remedies at law or in equity, including, but not limited to, the
right to (i) cancel this Contract, (ii) obtain a reimbursement from Buyer for
any costs and expenses incurred by Seller (including reasonable attorney’s
fees) relating hereto, and (iii) enforce specific performance of this
Contract.  Buyer specifically
acknowledges and agrees that Seller’s right to enforce specific performance of
Buyer’s obligations under this Contract constitutes a fundamental condition and
material inducement to Seller’s entering into this Contract.  The exercise of any one of Seller’s rights
or remedies under this Contract shall not be deemed to be in lieu of, or a
waiver of, any other right or remedy available to Seller.


 


(g)           If
Seller fails to sell the membership interests in the LLC as contemplated herein
(other than as a result of a default by Buyer under this Contract) or
materially breaches any of the representations, warranties or covenants to be
performed by Seller under this Contract, Buyer’s only remedies are to (i)
cancel this Contract or (ii) enforce specific performance of this Contract.


 


(h)           No
requirement, obligation, remedy or provision of this Contract shall be deemed
to have been waived, unless so waived expressly in writing or waived pursuant
to other provisions of this Contract and any waiver of any breach of
nonperformance of a continuing obligation on one occasion shall not be
considered a waiver of any right to enforce such provision thereafter.


 


(i)            The
obligations of Buyer set forth in this Contract that survive the Closing
hereunder are intended to run with the land and Buyer agrees to execute in recordable
form at the Closing, any and all agreements prepared by Seller, which Seller,
acting in a reasonable manner, may wish to record in the Land Records of Anne
Arundel County in connection therewith.


 


(j)            If
the rule against perpetuities or any other rule of law would invalidate this
Contract or any portion hereof or would limit the time during which this entire
Contract or any portion hereof shall be effective due to the potential failure
of an interest in property created herein to vest within a particular time,
then each such interest in property shall be effective only from the date
hereof until the passing of twenty-one (21) years after the death of the last
survivor of the members of the Senate of the United States of America
representing the State of Maryland who are serving on the date hereof, but each
such interest in property shall be extinguished after such time, and all other
interests in property created herein and all other provisions hereof shall
remain valid and effective without modification.


 


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(k)           If
any date for the performance of any obligation shall fall on a weekend or a
legal banking holiday, then the date for the performance of such obligation
shall be extended to the next weekday which is not a legal banking holiday.


 


15.           Successors
and Assigns.  This
Contract shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Buyer shall have the right to assign this Contract in whole or in part
without the consent of Seller to (a) any entity controlled by, controlling, or
under common control with Buyer or Corporate Office Properties Trust (“COPT”)
(where control shall mean owning directly or indirectly fifty percent (50%) or
more of the voting stock or voting interest of such entity), or (b) any
purchaser or transferee, or any entity controlled by, controlling, or under
common control with any purchaser or transferee, of all or a portion of Buyer’s
real property within National Business Park. 
Buyer shall not have any other right to assign this Contract in whole or
in part without the prior written consent of Seller, which consent shall not be
unreasonably withheld or delayed.


 


16.           COPT
Guarantee.  As a material
inducement to Seller to enter into this Contract and without which Seller would
not enter into this Contract or close hereunder, COPT does hereby
unconditionally and continually guarantee the full and timely payment and
performance of all obligations of Buyer under this Contract.  In the event of a default or failure on the
part of Buyer to pay or perform an obligation hereunder, Seller may look to
COPT for payment and performance of all obligations of Buyer, including,
without limitation, Buyer’s obligation to specifically perform its obligations
under the Contract, and for the recovery of any loss or damage resulting from
such default or failure without the necessity of prior exhaustion of remedies
against Buyer.  COPT acknowledges that
it is a partner of Buyer and will thereby receive a direct and material benefit
as a result of Buyer’s entering into this Contract.  Accordingly, COPT acknowledges and agrees that Buyer’s entering
into this Contract with Seller is adequate consideration to COPT to give this
payment and performance guaranty.


 


[Signatures
appear on next page]


 


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IN
WITNESS WHEREOF, each of the parties hereto has caused this
Contract to be executed by its duly authorized representative on the day and
year first above written.


 


 


 


	
  WITNESS:

  	
   

  	
   

  	
  JOLLY ACRES LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Constellation
  Real Estate, Inc.,

  
	
   

  	
   

  	
   

  	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Robert N.
  Cantor

  	
   

  	
   

  	
  By:

  	
  /s/ Steven S.
  Koren

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven S. Koren

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CORPORATE OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Corporate Office
  Properties Trust,

  
	
   

  	
   

  	
   

  	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Stephanie L.
  Shack

  	
   

  	
   

  	
  By:

  	
  /s/ Roger A.
  Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Roger A.
  Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice
  President

  	
   

  



 


JOINDER BY
CORPORATE OFFICE PROPERTIES TRUST


 


Corporate Office
Properties Trust is executing this Contract to evidence its obligations under
Section 16 of this Contract.


 


	
   

  	
   

  	
   

  	
  CORPORATE OFFICE
  PROPERTIES TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Stephanie L.
  Shack

  	
   

  	
   

  	
  By:

  	
  /s/ Roger A.
  Waesche, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Roger A.
  Waesche, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice
  President

  



 


11

















 


STATE OF Maryland COUNTY OF Howard TO WIT:


 


I HEREBY
CERTIFY, that on this 27th day of February, 2003, before me,
undersigned Notary Public of said State, personally appeared Steven S. Koren,
who acknowledged himself to be the Agent of Constellation Real Estate, Inc., a
Maryland corporation and General Partner of Jolly Acres Limited Partnership,
known to me or satisfactorily proven to be the person whose name is subscribed
to the within instrument, and acknowledged that he executed the same for the
purposes therein contained as the duly authorized Agent of said corporation by
signing the name of the corporation himself as Agent.


 


IN
WITNESS WHEREOF, I have set my hand and Notarial Seal, the
day and year first above written.


 


	
   

  	
   

  	
  /s/ Illegible

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  My commission
  expires:

  	
  9/01/04

  	
   

  	
   

  
				



 


STATE OF Maryland COUNTY OF Howard TO WIT:


 


I HEREBY
CERTIFY, that on this 25th day of February, 2003, before me,
undersigned Notary Public of said State, personally appeared ROGER A. WAESCHE,
JR., known to me or satisfactorily proven to be the person whose name is
subscribed to the within instrument, who acknowledged himself to be the Senior
Vice President of Corporate Office Properties Trust, the general partner of
Corporate Office Properties L.P., a Delaware limited partnership and
acknowledged that he executed the same for the purposes therein contained as
the duly authorized Senior Vice President of said trust by signing the name of
the trust by himself as Senior Vice President.


 


IN
WITNESS WHEREOF, I have set my hand and Notarial Seal, the
day and year first above written.


 


	
   

  	
   

  	
   

  	
  /s/ Zarae C. Pitts

  
	
   

  	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  ZARAR PITTS

  	
   

  
	
   

  	
   

  	
  NOTARY PUBLIC
  STATE OF MARYLAND

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  My commission
  expires:

  	
  November 1, 2006

  	
   

  	
   

  



 


12