AGREEMENT OF PURCHASE AND SALE

Between

TRC WESTFIELDS I L.L.C., TRC WESTFIELDS II L.L.C. and TRC WESTFIELDS III L.L.C.

(each, a Virginia limited liability company)
(as Sellers)

-and-

COPT ACQUISITIONS, INC.
(a Delaware corporation)
(as Purchaser)

July 24, 2002

Property:

The Greens I at Westfields
consisting of a fee interest in a parcel of land and the improvements thereon, including an approximately 145,053 rentable square foot building, on approximately 8.706 acres of land, more or less, located in
Chantilly, Fairfax County, Virginia

The Greens II at Westfields
consisting of a leasehold interest in a parcel of land and the improvements thereon, including an approximately 145,192 rentable square foot building, on approximately 9.8852 acres of land, more or less, located in
Chantilly, Fairfax County, Virginia

The Greens III at Westfields
consisting of a leasehold interest in a parcel of land consisting approximately 6.3468 acres, more or less, located in
Chantilly, Fairfax County, Virginia

TABLE OF CONTENTS

LIST OF EXHIBITS AND SCHEDULES

EXHIBITS:

2

AGREEMENT OF PURCHASE AND SALE

        THIS AGREEMENT OF PURCHASE AND SALE (the "Agreement") is made as of the    day of July, 2002, by and between TRC WESTFIELDS I L.L.C. ("TRC I"), TRC WESTFIELDS II L.L.C. ("TRC II") and TRC WESTFIELDS III L.L.C. ("TRC III"; TRC I, TRC II and TRC III are sometimes referred to herein individually as a "Seller" and collectively as the "Sellers"), each, a Virginia limited liability company having offices at c/o The Rubenstein Company, L.P., 4100 One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania 19103-7041, and COPT ACQUISITIONS, INC. ("Purchaser"), a Delaware corporation having offices at 8815 Centre Park Drive, Suite 400, Columbia, MD 21045.

BACKGROUND

        A. TRC I is the owner of certain land, together with certain improvements and other real, personal and mixed property (collectively, the "Greens I Property"), all consisting of the following:

        (1)  All that certain tract, lot or parcel of ground, together with all easements, rights and privileges appurtenant thereto, located in Chantilly, Fairfax County, Virginia, being more particularly described on Exhibit A-1 attached hereto, and containing in area approximately 8.706 acres of land, more or less (the "Greens I Land").

        (2)  All buildings, structures and other improvements situated on the Greens I Land (collectively, the "Greens I Improvements") consisting of a building containing approximately 145,053 rentable square feet of space, together with appurtenant amenities and other structures and improvements (the Greens I Land and the Greens I Improvements are referred to herein together as the "Greens I Real Estate").

        (3)  All machinery, fixtures, systems, equipment and other personal property owned by TRC I and attached or pertaining to, or otherwise located in or on or used in connection with, any part or all of the Greens I Real Estate, including, as of the Closing Date, all supplies, brochures, tenant lists, correspondence and files, vendor and supplier lists, marketing and advertising information and other materials and property in the possession of and owned by TRC I, including leases for space within the Greens I Improvements as of Closing, together with all security deposits made thereunder (but excluding, except for security deposits made under the Leases relating to the Greens I Property, all cash and accounts receivable of TRC I and all equipment, furniture, furnishings and other property owned by the property manager or leasing agent for the Greens I Property or by any present or prior Tenant at the Greens I Property or by any other person or persons other than the TRC I), all as more specifically described on Exhibit B-l attached hereto (the "Greens I Personalty").

        (4)  All intangible property used in connection with any of the foregoing described in this Section A, including, without limitation, (i) all trademarks, logos, trade names and telephone numbers; (ii) to the extent assignable and transferable, all contract rights, licenses and permits; and (iii) the nonexclusive right to use the name of (and logo for) "The Greens I at Westfields" (which right now is, however, exclusive as between TRC I and Purchaser) (the "Greens I Intangible Property"); but specifically excluding any rights or intangible property associated with The Rubenstein Company, L.P. or The Rubenstein Brokerage Group, Inc., or any logo therefor, or any "web" page or content prepared by or on behalf either of them.

        B. TRC II is the holder of a certain leasehold interest in land, and the owner of certain improvements and other real, personal and mixed property (collectively, the "Greens II Property"), all consisting of the following:

        (1)  A leasehold interest (the "Greens II Leasehold Interest") in that certain tract, lot or parcel of ground, together with all easements, rights and privileges appurtenant thereto, located in Chantilly, Fairfax County, Virginia, being more particularly described on Exhibit A-2 attached hereto, and containing in area approximately 9.8852 acres of land, more or less (the "Greens II Land"), pursuant to that certain Ground Lease Agreement (as amended, the "Greens II Ground


 

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