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Baltimore Gas & Electric Co – ‘SC 13D’ on 10/8/98 re: Baltimore Gas & Electric Co – EX-2

As of: Thursday, 10/8/98 · Accession #: 9466-98-48 · File #: 5-40799 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 10/14/98 by the SEC on 10/14/98. `®`

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

10/08/98  Baltimore Gas & Electric Co       SC 13D®                7:454K Baltimore Gas & Electric Co

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             15     51K 
 2: EX-1        Contribtuion Agreement                               106    272K 
 3: EX-2        First Amendment to Contribution Agreement              7     23K 
 4: EX-3        Second Amendment to Contribution Agreement            21     61K 
 5: EX-4        Servie Company Asset Agreement                        31    108K 
 6: EX-5        Registration Rights Agreement                         18     75K 
 7: EX-6        Articles Supplementary                                15     49K

EX-2 — First Amendment to Contribution Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Buyer
1	1st Page - Filing Submission
3	Buyer

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 FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

       THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT ("First Amendment") is
made and executed as of this 16th day of July, 1998 by and between CORPORATE    
OFFICE PROPERTIES TRUST and CORPORATE OFFICE PROPERTIES, L.P. (collectively, the
"Buyer") and the Sellers listed on the signature page to this First Amendment   
and defined in the Contribution Agreement (collectively, the "Sellers" and each 
individually, a "Seller").                                                      

      A. Sellers and Buyer entered into a Contribution Agreement dated May
14, 1988 pursuant to which Sellers agreed to contribute a property known as     
Brandon and certain interests in Entities which own certain real estate and a   
mortgage in Maryland to the Buyer in exchange for cash, the assumption of       
certain debt, and Common Shares and Convertible Preferred Shares (the           
"Contribution Agreement"). Capitalized terms used, but not defined, in this     
First Amendment shall have the meanings given to such terms in the Contribution 
Agreement.                                                                      

        B. Sellers and Buyer desire to amend the Contribution Agreement as set
forth in this First Amendment.                                                  

         NOW, THEREFORE, in consideration of the agreements contained herein and
intending to be legally bound hereby, Sellers and Buyer agree as follows:       

                  1. Section 6.1 of the Contribution Agreement is hereby deleted
in its entirety and the following Section 6.1 is substituted in its place:      

 "6.1     First Closing.  The assignment and transfer of the
           Interests, the conveyance of Brandon, and the other
                    transactions contemplated herein with respect to all Sellers
                 except the NBP 135 Sellers and the Woodlands Sellers (the
              "First Closing") shall be consummated on the date (the
                 "First Closing Date"), after the shareholders of the REIT
                  have approved all of the transactions contemplated by this
                Agreement, specified by Buyer on not less than seven (7)
              days notice to Sellers (the "Buyer's Closing Notice"),
                provided that the First Closing Date shall not be sooner
               than September 14, 1998, unless mutually agreed upon by
                   Sellers and Buyer, or later than forty-five (45) days after
             the shareholders of the REIT have approved all of the
                   transactions contemplated by this Agreement.  Sellers shall
                   have the right to postpone the First Closing to a date that
           is up to five (5) days after the First Closing Date
specified in Buyer's                    

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Closing Notice by giving Buyer notice   
                   of such postponement.  If the shareholders of the REIT have
                    not approved the transactions contemplated by this Agreement
               by October 30, 1998, this Agreement shall terminate and
                    become null and void, the Letter of Credit shall be returned
                to the Buyer, and the parties shall be released from all
                liability or obligation to the other.  The Closing shall
                    take place at the offices of Saul, Ewing, Remick & Saul LLP,
           Centre Square West, 1500 Market Street, 38th Floor,
                   Philadelphia, Pennsylvania 19102, or at such other place as
may mutually agreed upon by the parties.

                 2. This First Amendment may be executed in counterparts, each
of which shall constitute an original, but all of which together shall          
constitute one and the same document. Delivery of executed copies of this First 
Amendment by facsimile transmission shall be deemed effective to amend the      
Agreement. Each party transmitting such facsimile agrees to promptly deliver an 
original executed copy of this First Amendment to the other party by recognized 
overnight courier.                                                              

           3. As amended by this First Amendment, the Contribution
Agreement shall remain in full force and effect.                                

[SIGNATURES APPEAR ON FOLLOWING PAGES]

2 

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       IN WITNESS WHEREOF, and intending to be legally bound hereby, Sellers
and Buyer have executed this First Amendment on the day and year first above    
written.                                                                        

BUYER:

                           CORPORATE OFFICE PROPERTIES, L.P.

                                By: Corporate Office Properties Trust,
                          its sole general partner

                        By:    /s/ Clay W. Hamlin, III
                             Clay W. Hamlin, III
                                       President and Chief Executive Officer

WITNESS                             SELLERS:                                    

                                  CONSTELLATION PROPERTIES, INC., a Maryland
   corporation

/s/ Roger Waesche, Jr.         By:   /s/ Randall M. Griffin             
                      Randall M. Griffin
                       President

                             NBP-I LIMITED PARTNERSHIP, a Maryland
           limited partnership

                           By: Constellation Properties, Inc.,
                                       a Maryland corporation, General Partner

/s/ Roger Waesche, Jr.         By:     /s/ Randall M. Griffin           
                                Randall M. Griffin
                               President

 [SIGNATURES CONTINUED ON NEXT PAGE]

3 

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                                NBP-II LIMITED PARTNERSHIP, a Maryland
             limited partnership

                             By: Constellation Properties, Inc.,
                                         a Maryland corporation, General Partner

/s/  Roger Waesche, Jr.          By:   /s/ Randall M. Griffin           
                            Randall M. Griffin
                             President

                                   NBP-IV, LLC, a Maryland limited liability
 company

                                   By: CPI National Business Park, IV, Inc.,
                                a Maryland corporation, Member

/s/  Roger Waesche, Jr.          By:    /s/ Randall M. Griffin          
                          Randall M. Griffin
                           President

                           ST. BARNABAS LIMITED PARTNERSHIP,
                        a Maryland limited partnership

                             By: Constellation Properties, Inc.,
                                         a Maryland corporation, General Partner

/s/  Roger Waesche, Jr.          By:    /s/ Randall M. Griffin          
                          Randall M. Griffin
                           President

                                  By:      CPO Constellation Centre, Inc.,
                                   a Maryland corporation,
                           General Partner

/s/  Roger Waesche, Jr.          By:       /s/ Randall M. Griffin       
                                    Randall M. Griffin
                                   President

 [SIGNATURES CONTINUED ON NEXT PAGE]

4 

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                                  LAUREL TOWER ASSOCIATES LIMITED PARTNERSHIP,
                    a Maryland limited partnership

                          By:  Constellation Properties, Inc.,
                                       a Maryland corporation, General Partner

/s/  Roger Waesche, Jr.        By:       /s/ Randall M. Griffin         
                                Randall M. Griffin
                                 President

                  By:  CPO Laurel Towne, Inc.,
                                       a Maryland corporation, General Partner

/s/ Roger Waesche, Jr.         By:        /s/ Randall M. Griffin        
                              Randall M. Griffin
                                 President

                          THREE CENTRE PARK ASSOCIATES LIMITED
                                 PARTNERSHIP, a Maryland limited partnership

                         By: Constellation Properties, Inc.,
                                     a Maryland corporation, General Partner

/s/  Roger Waesche, Jr.        By:     /s/ Randall M. Griffin           
                              Randall M. Griffin
                               President

                                 By: CPO Three Centre Park, Inc., a Maryland
                          corporation, General Partner

/s/  Roger Waesche, Jr.        By:       /s/ Randall M. Griffin         
                              Randall M. Griffin
                               President

 [SIGNATURES CONTINUED ON NEXT PAGE]

5 

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                                   BROWN'S WHARF LIMITED PARTNERSHIP, a Maryland
         limited partnership

                         By: Constellation Properties, Inc.,
                                     a Maryland corporation, General Partner

/s/  Roger Waesche, Jr.        By:      /s/ Randall M. Griffin          
                            Randall M. Griffin
                             President

                             By: CPI Brown's Wharf, Inc., a Maryland
                          corporation, General Partner

/s/  Roger Waesche, Jr.        By:       /s/ Randall M. Griffin         
                                  Randall M. Griffin
                                 President

                                   CRANBERRY-140 LIMITED PARTNERSHIP, a Maryland
         limited partnership

                          By:  Constellation Properties, Inc.,
                                       a Maryland corporation, General Partner

/s/ Roger Waesche, Jr.         By:      /s/ Randall M. Griffin          
                              Randall M. Griffin
                             President

                             TRED LIGHTLY LIMITED LIABILITY COMPANY,
                a Maryland limited company

                          By:  CPI Tred Avon, Inc., a Maryland
                   corporation, Member

/s/  Roger Waesche, Jr.        By:     /s/ Randall M. Griffin           
                        Randall M. Griffin
                           President

 [SIGNATURES CONTINUED ON NEXT PAGE]

6 

EX-2 Last Page of 7 TOC 1st Previous Next ↓Bottom Just 7th
                               CONSTELLATION GATESPRING, LLC, a Maryland
         limited partnership

                           By:  CPI Gatespring, Inc., a Maryland
                   corporation, Member

/s/  Roger Waesche, Jr.        By:      /s/ Randall M. Griffin          
                                  Randall M. Griffin
                                 President

7

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Dates Referenced Herein

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	10/30/98	2		None on these Dates
Changed as of / Corrected on:	10/14/98
Filed on:	10/8/98
	9/14/98	1
				List all Filings

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Filing Submission 0000009466-98-000048 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Baltimore Gas & Electric Co – ‘SC 13D’ on 10/8/98 re: Baltimore Gas & Electric Co – EX-2

As of: Thursday, 10/8/98 · Accession #: 9466-98-48 · File #: 5-40799 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 10/14/98 by the SEC on 10/14/98. ®

Previous ‘SC 13D’: ‘SC 13D’ on 10/4/95 · Next: ‘SC 13D’ on 10/23/98 · Latest: ‘SC 13D’ on 12/30/98

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

EX-2 — First Amendment to Contribution AgreementExhibit Table of Contents

Dates Referenced Herein

As of: Thursday, 10/8/98 · Accession #: 9466-98-48 · File #: 5-40799 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 10/14/98 by the SEC on 10/14/98. `®`

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

EX-2 — First Amendment to Contribution Agreement
Exhibit Table of Contents