Exhibit
10.1.2


 


THIRTEENTH
AMENDMENT TO


SECOND
AMENDED AND RESTATED


LIMITED
PARTNERSHIP AGREEMENT OF


CORPORATE
OFFICE PROPERTIES, L.P.


 


 


THIS THIRTEENTH 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 August 11, 2003, by and among the undersigned parties.


 


Recitals


 


A.            The
Partnership is a limited partnership organized under the Delaware Revised
Uniform Limited Partnership Act (the “Act”) and governed by that certain Second
Amended and Restated Limited Partnership Agreement dated as of January, 1999,
as amended by that certain First Amendment to Second Amended and Restated
Limited Partnership Agreement dated as of December 21, 1999, that certain
Second Amendment to Second Amended and Restated Limited Partnership Agreement
dated as of December 21, 1999, that certain Third Amendment to Second Amended
and Restated Limited Partnership Agreement dated as of September 29, 2000, that
certain Fourth Amendment to Second Amended and Restated Limited Partnership
Agreement dated as of November 27, 2000, that certain Fifth Amendment to Second
Amended and Restated Limited Partnership Agreement dated as of January 25,
2001, that certain Sixth Amendment to Second Amended and Restated Limited
Partnership Agreement dated as of April 6, 2001, that certain Seventh Amendment
to the Second Amended and Restated Partnership Agreement dated as of August 30,
2001, that certain Eighth Amendment to the Second Amended and Restated
Partnership Agreement dated September 14, 2001, that certain Ninth Amendment to
the Second Amended and Restated Partnership Agreement dated October 16, 2001,
that certain Tenth Amendment to the Second Amended and Restated Partnership
Agreement dated December 29, 2001, that certain Eleventh Amendment to the
Second Amended and Restated Partnership Agreement dated December 15, 2002 and
that certain Twelfth Amendment to the Second Amended and Restated Partnership
Agreement dated June 2, 2003 (as amended, the “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.            The
General Partner has issued 2,200,000 of its 8% Series G Cumulative Redeemable
Preferred Shares (the “Series G Preferred REIT Shares”) in a public offering
(the “Offering”).


 


D.            As
required under Sections 4.2(B) and (C) of the Agreement, the General Partner
intends to transfer the net proceeds of the Offering (or cause them to be
transferred) to or for the benefit of the Partnership in exchange for
additional Partnership


 

















 


Interests in the Partnership having designations, rights and
preferences substantially similar to the economic rights of the holders of the
Series G Preferred REIT Shares (the “Series G Preferred Units”).


 


E.             The
General Partner desires to amend the Agreement to acknowledge the contribution
of the net proceeds of the Offering by the General Partner to the Partnership
in exchange for the Series G Preferred Units. 
Unless otherwise defined herein, all capitalized terms used in this
Amendment shall have the same meanings as set forth in the Agreement.


 


NOW THEREFORE, in consideration of the foregoing and
of the mutual premises set forth herein, the General Partner, intending to be
legally bound hereby, hereby amends the Agreement as follows, effective as of
the date set forth above.


 


1.             The
foregoing recitals to this Amendment are hereby incorporated in and made a part
of this Amendment.


 


(a)           Upon
consummation of the Offering, the General Partner shall contribute the net
proceeds of the Offering to the Partnership.


 


(b)           Upon
the contribution of the net proceeds of the Offering to the Partnership by the
General Partner, and in accordance with Section 4.2(B) of the Agreement, the
Partnership shall issue to the General Partner 2,200,000 Series G Preferred
Units, equal to the number of Series G Preferred REIT Shares issued by the
General Partner in connection with the Offering.


 


(c)          
For purposes of the Agreement, including the maintenance of Capital Accounts,
the General Partner shall be treated as making a Capital Contribution of
$53,548,000, equal to the product of $24.34 times the number of Series G
Preferred Units issued to the General Partner.


 


(d)           The
General Partner is hereby amending Exhibit 1 to the Agreement by substituting
for the existing addendum to Exhibit 1 the Addendum to Exhibit 1
in the form attached hereto to reflect the issuance of the Series G Preferred
Units to the General Partner.


 


2.             Except
as explicitly modified by this Amendment, all of the provisions of the
Agreement are hereby ratified and confirmed, and shall remain in full force and
effect.


 


3.             This
Amendment shall take effect upon the contribution of the net proceeds of the
Offering to the Partnership by the General Partner, and in the event such
contribution is not made, this Amendment shall be of no force or effect.


 


(SIGNATURE PAGE FOLLOWS)


 


2

















 


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/ John Harris Gurley

  
	
   

  	
   

  	
  Name:

  	
  John Harris Gurley

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice Pres.

  
					



 


3

















 


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

  	
   

  
	
  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

  	
   

  	
  10.25

  	
  %

  	
  Senior

  	
   

  	
  None

  	
   

  	
  N/A

  	
   

  
	
  G

  	
   

  	
  General
  Partner

  	
   

  	
  2,200,000

  	
   

  	
  $

  	
  25

  	
   

  	
  8

  	
  %

  	
  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.”


 


**         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.


 


4