Exhibit 10.1.15


 


FOURTEENTH
AMENDMENT TO


SECOND AMENDED AND RESTATED


LIMITED PARTNERSHIP AGREEMENT OF


CORPORATE OFFICE PROPERTIES, L.P.


 


THIS FOURTEENTH 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 December 18, 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, that certain Twelfth
Amendment to the Second Amended and Restated Partnership Agreement dated June
2, 2003, and that certain Thirteenth Amendment to the Second Amended and
Restated Partnership Agreement dated August 11, 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 2,000,000 of its 7.5% Series H Cumulative Redeemable
Preferred Shares (the “Series H 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 H Preferred REIT Shares (the “Series H 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 H 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 2,000,000 Series H Preferred Units, equal to the
number of Series H 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 $48,425,000, equal to the
product of $24.2125 times the number of Series H 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 H 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.


 


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(SIGNATURE PAGE FOLLOWS)


 


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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:

  	
  Senior Vice President

  
				



 


4

















 


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.