Exhibit 10.1

 

Sixteenth Amendment

To

Second Amended and Restated

Limited Partnership Agreement

 

Of
Corporate Office Properties, L.P.

 

This Sixteenth 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 April 15th, 2004, 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.
		Executive Vice President

 

 

SCHEDULE OF PARTNERS

 

		Partnership Units
General Partner
Corporate Office Properties Trust		28,947,655
Limited Partners and Preferred Limited Partners
Jay H. Shidler		452,878
Shidler Equities, L.P.		2,995,439
Clay W. Hamlin, III		566,492
LBCW Limited Partnership		3,161,427
Robert L. Denton		414,910
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
Frederick K. Ito Trust		29,140
June Y. I. Ito Trust		29,135
RP Investments, LLC		200,000
Denise J. Liszewski		30,333
Samuel Tang		4,389
Laswrence 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 Sandar Juanita Blockey		50,476
Anthony Muscatello		90,905
Lynn Hamlin		121,411
		37,704,800

 

 

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
E		General Partner		1,150,000		$	25		2.5625	%	Senior		None		N/A
F		General Partner		1,425,000		$	25		10.25	%	Senior		None		N/A
G		General Partner		2,200,000		$	25		8	%	Senior		None		N/A
H		General Partner		2,000,000		$	25		7.5	%	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.”