Exhibit 10.1


 


TWENTY-FOURTH
AMENDMENT


TO


SECOND AMENDED AND RESTATED


LIMITED PARTNERSHIP
AGREEMENT


OF


CORPORATE OFFICE PROPERTIES, L.P.


 


This Twenty-Fourth
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 November 2, 2007,
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, 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.


 


	
   

  	
  Corporate
  Office Properties Trust, a

  
	
   

  	
  Maryland
  Real Estate Investment Trust

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Roger A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
      Roger
  A. Waesche, Jr.

  
	
   

  	
   

  	
      Executive
  Vice President

  



 

















 


Exhibit 1
Addendum


 


Schedule of Partners


 


	
  General Partner

  	
   

  	
  Common Units of Partnership Units

  	
   

  	
  Series G

  Preferred

  Units

  	
   

  	
  Series H

  Preferred

  Units

  	
   

  	
  Series I

  Preferred

  Units

  	
   

  	
  Series J

  Preferred

  Units

  	
   

  	
  Series K

  Preferred

  Units

  	
   

  
	
  Corporate Office Properties Trust

  	
   

  	
  45,281,754

  	
   

  	
  2,200,000

  	
   

  	
  2,000,000

  	
   

  	
   

  	
   

  	
  3,390,000

  	
   

  	
  531,667

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited Partners and Preferred Limited
  Partners

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jay H. Shidler

  	
   

  	
  452,878

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shidler Equities, L.P.

  	
   

  	
  2,995,439

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clay W. Hamlin, III

  	
   

  	
  396,317

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LBCW Limited Partnership

  	
   

  	
  2,681,107

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert L. Denton

  	
   

  	
  400,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  20,340

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June Y. I. Ito Trust

  	
   

  	
  20,335

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RP Investments, LLC

  	
   

  	
  50,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Denise J. Liszewski

  	
   

  	
  14,333

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Samuel Tang

  	
   

  	
  4,389

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lawrence J. Taff

  	
   

  	
  13,733

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kimberly F. Aquino

  	
   

  	
  2,937

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M.O.R. 44 Gateway Associates Limited
  Partnership

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John Parsinen

  	
   

  	
  49,434

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M.O.R. Commons Limited Partnership

  	
   

  	
  7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John Edward De Burgh Blockey and Sanda
  Juanita Blockey

  	
   

  	
  10,476

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lynn Hamlin

  	
   

  	
  121,411

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Housing Affiliates, Inc.

  	
   

  	
  4,402

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reingle Corp.

  	
   

  	
  730

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joseph Tawil

  	
   

  	
  2,160

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Lovejoy Trust

  	
   

  	
  59,528

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Century Trust

  	
   

  	
  59,528

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A. Charles Wilson & Betty S. Wilson
  Trust

  	
   

  	
  5,908

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harold & Renee Holland

  	
   

  	
  4,320

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Irwin Hoffman

  	
   

  	
  1,880

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rouse 1988 Trust

  	
   

  	
  2,160

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CB Management, L.L.C.

  	
   

  	
  2,497

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Patriot Partner, L.L.C.

  	
   

  	
  25,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lawrence G. Rief

  	
   

  	
  2,526

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David D. Jenkins

  	
   

  	
  262,165

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RA & DM, Inc.

  	
   

  	
  2,954

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bernard Manekin

  	
   

  	
  16,514

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Estate of Harold Manekin

  	
   

  	
  15,242

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard Alter

  	
   

  	
  43,817

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Donald Manekin

  	
   

  	
  23,336

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  William Winstead

  	
   

  	
  14,019

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard Manekin

  	
   

  	
  8,988

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert Manekin

  	
   

  	
  8,988

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Charles Manekin

  	
   

  	
  3,899

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vivian Manekin

  	
   

  	
  880

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Francine Manekin

  	
   

  	
  880

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sandye Sirota

  	
   

  	
  5,427

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lynn Stern

  	
   

  	
  880

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Louis LaPenna

  	
   

  	
  2,513

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jamie Deutsch

  	
   

  	
  22

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kelly Alter

  	
   

  	
  22

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRC Associates Limited Partnership

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  352,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  53,447,990

  	
   

  	
  2,200,000

  	
   

  	
  2,000,000

  	
   

  	
  352,000

  	
   

  	
  3,390,000

  	
   

  	
  531,667