Exhibit 10.21.2


 


AMENDMENT TO AGREEMENT OF SALE


 


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


 


RECITALS:


 


A.            Seller
and Buyer entered into an Agreement of Sale (the “Agreement of Sale”) dated as
of December 19, 2002 (collectively, the Agreement of Sale and this Amendment
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 of Sale.


 


B.            The Seller and Buyer
wish to amend certain provisions of the Agreement of Sale as follows, which
amendment shall survive the Closings.


 


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.             RESERVE
PARCEL.  At the Second
Closing, Seller and Buyer will be utilizing the Alternative Sale Structure with
respect to the purchase of the Reserve Parcel.


 


2.             SECOND
CLOSING DATE.  The
definition of “Second Closing Date” as set out in Section 1 of the Agreement of
Sale is hereby deleted and the following inserted in lieu thereof:


 


“Second Closing Date” means
November 14, 2003.”


 


3.             SUBDIVISION OF RESERVE PARCEL.  The parties have agreed that, from and after
the Effective Date of this Amendment, Seller shall not proceed with the
processing of the subdivision of the Reserve Parcel into one or more lots and
shall have no further obligations or responsibilities with respect to such
subdivision.  Buyer shall proceed to the
Second Closing in accordance with the terms of the Agreement.


 


4.             COMPLETION OF THE PONDS.  One of the three ponds referenced in the
Mass Grading Permit is located on a portion of the Reserve Parcel.  The parties anticipate that Seller’s
Completion of the Ponds shall occur after the Second Closing.   Buyer acknowledges that from and after the
Second Closing, Seller, its agents, employees, contractors and engineers, shall
be entitled at all reasonable times to enter the Reserve Parcel to pursue the
Completion of the Ponds.  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 Reserve Parcel under the
provisions of this Section 4.  The
provisions of this Section 4 shall survive the Second Closing.


 

















 


5.             FULL FORCE.  Except as herein modified and amended, the
Agreement of Sale 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.


 


6.             CONFLICT. All of the
provisions of the Agreement of Sale 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 of Sale and this Amendment, this Amendment shall take precedence.


 


7.             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.


 


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


 


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


 


10.           EXHIBITS.  Each document and the terms and provisions thereof that is
referred to in the Agreement of Sale as being annexed as an exhibit or
otherwise designated as an exhibit hereto is hereby made a part of the
Agreement of Sale.


 


11.           COPT.  COPT hereby reaffirms its obligations under
the Agreement.


 


12.           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
  KNOLLS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CPI
  Jolly Knolls, Inc., sole member

  
	
   

  	
   

  	
   

  
	
  /s/ Robert N.
  Cantor

  	
   

  	
  By:

  	
  /s/ Steven S. Koren 

  	
  (SEAL)

  
	
   

  	
   

  	
  Steven S. Koren, Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
												



 


JOINDER BY
CORPORATE OFFICE PROPERTIES TRUST


 


Corporate Office Properties Trust joins in
the execution of this Amendment for purposes of affirming its obligations under
Subsections 3.1.2, 3.2.2, 5.1.2, 5.4.1, 5.4.2 and 5.4.8 of the Agreement of
Sale.


 


	
   

  	
   

  	
   

  	
  CORPORATE OFFICE PROPERTIES

  
	
   

  	
   

  	
   

  	
  TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
    /s/
  Stephanie L. Shack

  	
   

  	
   

  	
  By:

  	
  /s/ Roger A. Waesche,
  Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Roger A. Waesche, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President