Exhibit 10.1
TWENTIETH AMENDMENT
TO
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP
AGREEMENT
OF
CORPORATE OFFICE PROPERTIES, L.P.
This Twentieth 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 June 29th, 2006, by the undersigned.
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, as amended to the date hereof (as amended, 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.
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Corporate Office Properties Trust, a |
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Maryland Real Estate Investment Trust |
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By: |
/s/ Randall M. Griffin |
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Randall M. Griffin |
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President and Chief Executive Officer |
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SCHEDULE OF PARTNERS
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General Partner |
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Common |
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Series E |
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Series F |
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Series G |
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Series H |
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Series I |
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Corporate Office Properties Trust |
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40,301,869 |
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1,150,000 |
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1,425,000 |
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2,200,000 |
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2,000,000 |
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Limited Partners and Preferred Limited Partners |
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Jay H. Shidler |
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452,878 |
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Shidler Equities, L.P. |
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2,995,439 |
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Clay W. Hamlin, III |
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562,767 |
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LBCW Limited Partnership |
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2,831,107 |
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Robert L. Denton |
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414,910 |
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James K. Davis |
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51,589 |
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John E. De B. Blockey, Trustee of the John E. de B. Blockey Living Trust dated 9/12/88 |
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300,625 |
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Frederick K. Ito Trust |
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20,340 |
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June Y. I. Ito Trust |
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20,335 |
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RP Investments, LLC |
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150,000 |
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Denise J. Liszewski |
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23,333 |
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Samuel Tang |
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4,389 |
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Lawrence J. Taff |
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13,733 |
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Kimberly F. Aquino |
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2,937 |
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M.O.R. XXIX Associates Limited Partnership |
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148,381 |
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M.O.R. 44 Gateway Associates Limited Partnership |
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1 |
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John Parsinen |
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66,000 |
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M.O.R. Commons Limited Partnership |
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7 |
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John Edward De Burgh Blockey and Sanda Juanita Blockey |
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10,476 |
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Lynn Hamlin |
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121,411 |
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Housing Affiliates, Inc. |
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4,402 |
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Reingle Corp. |
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730 |
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Joseph Tawil |
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2,160 |
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The Lovejoy Trust |
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59,528 |
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The Century Trust |
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59,528 |
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A. Charles Wilson & Betty S. Wilson Trust |
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5,908 |
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Harold & Renee Holland |
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4,320 |
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Irwin Hoffman |
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1,880 |
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Rouse 1988 Trust |
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2,160 |
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CB Management, L.L.C. |
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2,497 |
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Patriot Partner, L.L.C. |
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80,000 |
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National Prostate Cancer Coalition |
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200 |
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John A. Luetkemeyer, Jr. |
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38,954 |
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Eugene H. Schreiber and Richard E. Levine, Trustees U/A Sarah R. Schapiro dated 3/2/76 (Trust 113) |
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38,954 |
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Eugene H. Schreiber and Richard E. Levine, Trustees U/A J. Mark Schapiro dated 3/27/02 f/b/o J.M. Schapiro (Trust 159) |
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10,114 |
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Lawrence G. Rief |
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2,526 |
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Thomas F. Mullan III |
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58,857 |
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Erin L. Mullan |
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9,055 |
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Norman W. Wilder |
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22,637 |
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TRC Associates Limited Partnership |
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352,000 |
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48,896,937 |
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1,150,000 |
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1,425,000 |
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2,200,000 |
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2,000,000 |
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352,000 |
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