Exhibit 10.1.16


 


Fifteenth
Amendment


To


Second Amended and Restated


Limited
Partnership Agreement


 


Of


Corporate Office Properties, L.P.


 


This Fifteenth
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 31, 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


 


	
  General Partner

  	
   

  	
  Partnership Units

  	
   

  
	
  Corporate Office Properties Trust

  	
   

  	
  27,291,612

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  434,910

  	
   

  
	
  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

  	
   

  	
  268,671

  	
   

  
	
  Denise J. Liszewski

  	
   

  	
  34,333

  	
   

  
	
  Samuel Tang

  	
   

  	
  22,889

  	
   

  
	
  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

  	
   

  
	
  National Prostrate Cancer Coalition

  	
   

  	
  500

  	
   

  
	
  Wildlands Conservancy

  	
   

  	
  250

  	
   

  
	
  National Aquarium in Baltimore

  	
   

  	
  300

  	
   

  
	
  University of Pennsylvania - Frineds of
  Penn Tennis

  	
   

  	
  150

  	
   

  
	
  John Hopkins University

  	
   

  	
  300

  	
   

  
	
  Nichols School

  	
   

  	
  500

  	
   

  
	
   

  	
   

  	
  36,161,928

  	
   

  



 

















 


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

  	
   

  
	
  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.”


 


**           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.