Exhibit
10.1


TWENTY SECOND AMENDMENT TO


SECOND AMENDED AND RESTATED


LIMITED PARTNERSHIP AGREEMENT OF


CORPORATE
OFFICE PROPERTIES, L.P.


THIS TWENTY SECOND
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 January 9,
2007, 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, that certain Twelfth
Amendment to the Second Amended and Restated Partnership Agreement dated June
2, 2003, that certain Thirteenth Amendment to the Second Amended and Restated
Partnership Agreement dated August 11, 2003, that certain Fourteenth Amendment
to the Second Amended and Restated Partnership Agreement dated December 18,
2003, that certain Fifteenth Amendment to the Second Amended and Restated
Partnership Agreement dated  January 31,
2004, that certain Sixteenth Amendment to the Second Amended and Restated
Partnership Agreement dated April 15, 2004, that certain Seventeenth Amendment
to the Second Amended and Restated Partnership Agreement dated September 23,
2004, that certain Eighteenth Amendment to the Second Amended and Restated
Partnership Agreement dated April 18, 2005, that certain Nineteenth Amendment
to the Second Amended and Restated Partnership Agreement dated July 8, 2005,
that certain Twentieth Amendment to the Second Amended and Restated Partnership
Agreement dated June 29, 2006 and that certain Twenty First Amendment to the
Second Amended and Restated Partnership Agreement dated July 20, 2006 (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 is the owner of
1,000 shares of beneficial interest in W&M Business Trust, a Maryland
business trust (“W&M”), which represent one hundred percent (100%) of the
beneficial interests in W&M (the “W&M Beneficial Interests”).


D.            Pursuant to a Purchase Agreement and
Agreement and Plan of Merger, dated as of December 21, 2006 (the “Merger
Agreement”) by and among the General Partner, the Partnership, W&M and
Nottingham Village, Inc., a Maryland corporation (“NVI”), NVI is being merged
with and into W&M (the “Merger”).


E.             In connection with the Merger, the
General Partner is issuing to the shareholders of NVI, in a private offering,
531,667 of its 5.60 % Series K Cumulative Redeemable Convertible Preferred
Shares of beneficial interest (the “Series K Preferred REIT Shares”) and
3,161,000 of its Common Shares of beneficial interest (the “Common REIT Shares”
and, collectively with the Series K Preferred REIT Shares, the “REIT Shares”).


F.             As required under Sections 4.2(B)
and (C) of the Agreement, the General Partner intends to transfer (or cause to
be transferred) the property received in consideration for the REIT Shares,
which transfer shall be accomplished through the contribution to the
Partnership of all of the General Partner’s rights, title and interest in the
W&M Beneficial Interests following the merger of NVI with and into W&M,
to or for the benefit of the Partnership in exchange for 531,667 additional
Partnership Interests in the Partnership having designations, rights and preferences
substantially similar to the economic rights of the holders of the Series K
Preferred REIT Shares (the “Series K Preferred Units”) and 3,161,000 additional
common Partnership Interests in the Partnership (the “Common Units”).


G.            The General Partner desires to amend
the Agreement to acknowledge the contribution of the property received in
consideration for the REIT Shares by the General Partner to the Partnership in
exchange for such number of Series K Preferred Units and Common 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.



 2
 








(a)           Upon consummation of the Merger, the
General Partner shall contribute the property received in consideration for the
REIT Shares to the Partnership.


(b)           Upon the contribution of the property
received in consideration for the REIT Shares 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 531,667 Series K Preferred
Units, equal to the number of Series K Preferred REIT Shares issued by the
General Partner in connection with the Merger, and 3,161,000 Common Units,
equal to the number of Common REIT Shares issued by the General Partner in
connection with the Merger.


(c)            For purposes of the Agreement,
including the maintenance of Capital Accounts, the General Partner shall be
treated as making a Capital Contribution of $181,473,868.94, equal to the value
ascribed pursuant to the Merger Agreement to the Series K Preferred REIT Shares
and Common REIT Shares issued in the Merger.


(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 K Preferred Units and
Common 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 property received in consideration for the REIT
Shares 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)



 3
 








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.

  
	
   

  	
  Name:

  	
  Roger A. Waesche, Jr.

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Operating Officer

  
				



 



 4















 


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

  	
   

  	
  43,987,789

  	
   

  	
  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

  	
   

  	
  559,917

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LBCW Limited Partnership

  	
   

  	
  2,831,107

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  100,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Denise J. Liszewski

  	
   

  	
  23,333

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Samuel Tang

  	
   

  	
  4,389

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lawrence J. Taff

  	
   

  	
  13,733

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kimberly F. Aquino

  	
   

  	
  2,937

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M.O.R. XXIX Associates Limited Partnership

  	
   

  	
  148,381

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  51,411

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National Prostate Cancer Coalition

  	
   

  	
  400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John A. Luetkemeyer, Jr.

  	
   

  	
  38,954

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eugene H. Schreiber and Richard E. Levine,
  Trustees U/A Sarah R. Schapiro dated 3/2/76 (Trust 113)

  	
   

  	
  38,954

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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)

  	
   

  	
  10,114

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lawrence G. Rief

  	
   

  	
  2,526

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thomas F. Mullan III

  	
   

  	
  58,857

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Erin L. Mullan

  	
   

  	
  9,055

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Norman W. Wilder

  	
   

  	
  22,637

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Nichols School

  	
   

  	
  300

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Johns Hopkins University

  	
   

  	
  200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University of Pennsylvania Friends of Penn
  Tennis

  	
   

  	
  70,500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Episcopal Academy

  	
   

  	
  500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bryn Mawr Presbyterian Church

  	
   

  	
  150

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Arthur Ashe Youth Tennis & Education

  	
   

  	
  300

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Heritage Foundation

  	
   

  	
  200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Volunteers in Medicine

  	
   

  	
  500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRC Associates Limited Partnership

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  352,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  52,446,381

  	
   

  	
  2,200,000

  	
   

  	
  2,000,000

  	
   

  	
  352,000

  	
   

  	
  3,390,000

  	
   

  	
  531,667

  	
   

  



 











 


	
  Series

  Preferred

  Units

  	
   

  	
  Preferred Limited

  Partner

  	
   

  	
  No. of

  Preferred

  Units

  	
   

  	
  Liquidation

  Preference

  Per

  Preferred

  Unit

  	
   

  	
  Priority

  Percentage

  Return *

  	
   

  	
  Priority

  	
   

  	
  Conversion

  Factor

  	
   

  	
  Conversion

  Commencement

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  
	
  I

  	
   

  	
  TRC Associates

  Limited

  Partnership

  	
   

  	
  352,000

  	
   

  	
  **

  	
   

  	
  ***

  	
   

  	
  Senior

  	
   

  	
  .5/1

  	
   

  	
  September 23,

  2004

  	
   

  
	
  J

  	
   

  	
  General Partner

  	
   

  	
  3,390,000

  	
   

  	
  $

  	
  25

  	
   

  	
  7.625

  	
  %

  	
  Senior

  	
   

  	
  None

  	
   

  	
  N/A

  	
   

  
	
  K

  	
   

  	
  General
  Partner

  	
   

  	
  531,667

  	
   

  	
  $

  	
  50

  	
   

  	
  5.60

  	
  %

  	
  Senior

  	
   

  	
  ****

  	
   

  	
  January
  10,

  2007

  	
   

  



 






*           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.”


 


**        Liquidation Preference Per Series I
Preferred Unit shall equal $25.00 plus all accrued and unpaid distributions
thereon. In determining the Liquidation Preference, unpaid distributions shall
accrue and be compounded on a quarterly basis.


 


***      Priority Return Percentage for the Series
I Preferred Units shall be governed by Section 4 of the Seventeenth Amendment.
The Distribution Period for the Series I Preferred Units shall be each calendar
quarter ending on March 31, June 30, September 30 and December 31, of each
year.


 


****    The
Series K Preferred REIT Shares are convertible, at the option of the holder
thereof, at any time, in whole or in part, into the number of fully paid and
nonassessable shares of authorized but previously unissued Common Shares
obtained by dividing (1) an amount equal to the aggregate Liquidation
Preference (as defined in the Articles Supplementary designating such shares)
of the Series K Preferred REIT Shares to be converted by (2) an amount equal to
(A) the Calculation Price (as defined in the Merger Agreement) multiplied by
(B) 1.25. Upon such conversion of the Series K Preferred REIT Shares, the
Series K Preferred Units shall simultaneously be converted into a like number
of Common Units.