Exhibit 10.1.12

 

Eleventh Amendment
To
Second Amended and Restated
Limited Partnership Agreement
Of
Corporate Office Properties, L.P.

 

This Eleventh Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of December 15, 2002, by the undersigned.

 

Recitals

 

A.            The Partnership is a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act and governed by that certain Second Amended and Restated Limited Partnership Agreement dated as of December 7, 1999 (the “Partnership Agreement”).

 

B.            The sole general partner of the Partnership is Corporate Office Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the “General Partner”).

 

C.            Pursuant to Section 11.1 (b) (iii), the General Partner desires to amend the Partnership Agreement to reflect the admission, substitution, termination and/or withdrawal of various limited partners in accordance with the terms of the Partnership Agreement.

 

NOW THEREFORE, the General Partner, intending to be legally bound, hereby amends the Partnership Agreement as follows, effective as of the date first set forth above.

 

1.                                       Exhibit 1, Schedule of Partners, as attached hereto and by this reference made a part hereof, is hereby substituted for and intended to replace any prior Exhibit 1 attached to a prior Amendment to the Partnership Agreement, and as attached hereto shall be a full and complete listing of all the general and limited partners of the Partnership as of the date of this Amendment, same being intended and hereby superceding all prior Exhibit 1 listings.

 

In Witness Whereof, the General Partner has executed this Amendment as of the day and year first above written.

 

 

 

 

Corporate Office Properties Trust, a
Maryland Real Estate Investment Trust

 

 

 

 

 

 

 

 

By:

/s/ Roger A. Waesche, Jr.

 

 

 

 

Roger A. Waesche, Jr.

 

 

 

Senior Vice President

 



 

Schedule of Partners

 

General Partner

 

Partnership Units

 

Corporate Office Properties Trust

 

21,569,614

 

 

 

 

 

Limited Partners and Preferred Limited Partners

 

 

 

Jay H. Shidler

 

452,878

 

Shidler Equities, L.P.

 

2,995,439

 

Clay W. Hamlin, III

 

568,492

 

LBCW Limited Partnership

 

3,164,407

 

Robert L. Denton

 

434,910

 

James K. Davis

 

51,589

 

John E. De B. Blockey, Trustee of the John E. de B. Blockey Living Trust dated 9/12/88

 

300,625

 

Henry  D. Bullock

 

116,553

 

Frederick K. Ito Trust

 

29,140

 

June Y. I. Ito Trust

 

29,135

 

RPInvestments, LLC

 

268,671

 

Denise J. Liszewski

 

34,333

 

Samuel Tang

 

22,889

 

Lawrence J. Taff

 

13,733

 

Kimberly F. Acquino

 

5,874

 

M.O.R. XXIX Associates Limited Partnership

 

148,381

 

M.O.R. 44 Gateway Associates Limited Partnership

 

1

 

John Parsinen

 

90,000

 

M.O.R. Commons Limited Partnership

 

7

 

John Edward De Burgh Blockey and Sanda Juanita Blockey

 

50,476

 

Anthony Muscatello

 

90,905

 

Lynn Hamlin

 

121,411

 

 

 

 

 

 

 

30,559,463

 

 

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EXHIBIT 1

 

Addendum

 

Series
Preferred
Units

 

Preferred Limited
Partner

 

No. of
Preferred
Units

 

Liquidation
Preference
Per
Preferred
Unit

 

Priority
Percentage
Return*

 

Priority

 

Conversion
Factor

 

Conversion
Commencement
Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

B

 

General Partner

 

1,250,000

 

$

25

 

2.50

%

Senior

 

None

 

N/A

 

C

 

UPG

 

1,016,662

 

$

25

 

 

**

Senior

 

2.381

 

12/22/2000

 

D

 

General Partner

 

544,000

 

$

25

 

1.00

%

Senior

 

***

 

***

 

E

 

General Partner

 

1,150,000

 

$

25

 

2.5625

%

Senior

 

None

 

N/A

 

F

 

General Partner

 

1,425,000

 

$

25

 

 

 

Senior

 

None

 

N/A

 

 

 


*              Priority Return Percentage is expressed as a percentage of the Liquidation Preference per Distribution Period.  See the Agreement for the definitions of “Priority Return Percentage,” “Liquidation Preference” and “Distribution Period.”

 

**           Priority Percentage Return for the Series C Preferred Units shall be:

 

2.25% from December 21, 1999 to December 20, 2009;
2.625% from December 21, 2009 to December 20, 2014; and
3.00% thereafter.

 

The Distribution Period for the Series C Preferred Units shall be each calendar quarter ending March 31, June 30, September 30 and December 31 of each year.

 

***                           With respect to any series of Preferred Units issued to the General Partner pursuant to Section 4.2(B) of the Agreement, the Conversion Commencement Date and the applicable Conversion Factor shall correspond to the conversion commencement date and conversion factor of the related issuance of securities by the General Partner as provided in Section 4.2(B) of the Agreement. See Section 9.8(A)(1) of the Agreement.

 

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