Exhibit 10.1


 


Sixteenth Amendment


To


Second Amended and Restated


Limited Partnership Agreement


 


Of

Corporate Office Properties, L.P.


 


This Sixteenth 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
April 15th, 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


 


	
   

  	
   

  	
  Partnership
  Units

  	
   

  
	
  General Partner

  	
   

  	
   

  	
   

  
	
  Corporate Office Properties Trust

  	
   

  	
  28,947,655

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  414,910

  	
   

  
	
  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

  	
   

  	
  200,000

  	
   

  
	
  Denise J. Liszewski

  	
   

  	
  30,333

  	
   

  
	
  Samuel Tang

  	
   

  	
  4,389

  	
   

  
	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  37,704,800

  	
   

  



 

















 


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

  	
   

  
	
  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.”