Exhibit 10.1


 


SEVENTEENTH AMENDMENT

TO

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

CORPORATE OFFICE PROPERTIES, L.P.


 


THIS SEVENTEENTH 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
September 23, 2004, by and among the undersigned parties.


 


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, as
amended to the date hereof (as amended, 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.                                     The
Partnership and the General Partner have entered into a certain Contribution
Agreement (the “Contribution Agreement”) dated as of August 26, 2004 with
The Rubenstein Company, L.P., a Delaware limited partnership (“TRCLP”).


 


D.                                    The following assignments and other
transactions were effected prior to closing under the Contribution Agreement:
(1) pursuant to a certain Assignment, Distribution and Assumption Agreement
dated as of September 23, 2004, TRCLP has assigned, transferred and
distributed to TRC Associates Limited Partnership, a Delaware limited
partnership (“TRCALP”), and TRCALP has assumed and accepted from TRCLP, all of
TRCLP’s membership interest as sole member of TRC Pinnacle Towers, L.L.C., a
Virginia limited liability company (the “Company”), and TRCALP has thereupon
become (and has been admitted as) the sole member and the managing member of
the Company in place of TRCLP; and (2) pursuant to a certain Assignment and
Assumption Agreement dated as of September 23, 2004, TRCLP has assigned
and delegated to TRCALP, and TRCALP has assumed and accepted from TRCLP, all of
TRCLP’s rights and obligations in, to and under the Contribution Agreement, and
TRCALP has thereupon succeeded to and is deemed to be the “Contributor” under
the Contribution Agreement for all purposes thereof.


 


E.                                      As
contemplated by Section 2.1 of the Contribution Agreement, TRCALP intends
to transfer all of the issued and outstanding membership interests in the
Company (the “Contributed Interests”), to the Partnership in exchange for
partnership interests in the Partnership having designations, rights and
preferences as set forth herein (the “Series I Preferred Units”).


 


F.                                      The
parties desire to amend the Partnership Agreement to provide for the
contribution of the Contributed Interests by TRCALP to the Partnership in
exchange for the Series I Preferred Units in accordance with Section 2.2
of the Contribution Agreement.


 


G.                                     The
parties signatory to this Seventeenth Amendment, other than the General
Partner, are referred to herein as the “Series I Preferred Unit
Recipients”.  Pursuant to the
Contribution Agreement, the Series I Preferred Units are to be issued to the
Series I Preferred Unit Recipients.


 


Unless otherwise defined herein, all capitalized terms used in this
Amendment shall have the same meanings as set forth in the Partnership
Agreement.


 
















 


NOW THEREFORE, in consideration of the foregoing and of the mutual
premises set forth herein, the parties hereto, intending to be legally bound
hereby, hereby amend the Partnership 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.                                       Upon
closing of the transactions contemplated by the Contribution Agreement, TRCALP
shall contribute the Contributed Interests to the Partnership.


 


3.                                       Upon
the contribution of the Contributed Interests to the Partnership by TRCALP, and
in accordance with Section 2.2 of the Contribution Agreement, the Partnership shall issue 352,000 Series I
Preferred Units, which Series I Preferred Units shall constitute Senior
Preferred Units, to TRCALP.


 


4.                                       The
Series I Preferred Units shall have the following terms and other
characteristics: (1) an issuance value of $25.00 per unit; (2) a liquidation
preference of $25.00 per unit plus all accrued and unpaid distributions thereon
(the “Liquidation Preference”) (in determining the Liquidation Preference,
unpaid distributions shall accrue and be compounded on a quarterly basis); and
(3) an annual cumulative preferred return thereon (the “Priority Return
Percentage”) as described in this Section 4.


 


4.1.                              The
Priority Return Percentage for the period commencing on the Closing Date (as
such term is defined in the Contribution Agreement) and expiring on the day
immediately preceding the fifteenth (15th) anniversary of the Closing Date
shall be 7.50% per year (i.e., $1.875 per unit per year).


 


4.2.                              The
Priority Return Percentage for the period commencing on the fifteenth (15th)
anniversary of the Closing Date and expiring on the day immediately preceding
the twentieth (20th) anniversary of the Closing Date shall be the greater of
(a) the Adjusted Treasury Yield (as defined below) as of the fifteenth (15th)
anniversary of the Closing Date and (b) 10.0% per year; provided, in no event
will the Priority Return Percentage for such 5-year period exceed 12.0% per year.


 


4.3.                              The
Priority Return Percentage for the period commencing on the twentieth (20th)
anniversary of the Closing Date and expiring on the day immediately preceding
the twenty-fifth (25th) anniversary of the Closing Date shall be the greater of
(a) the Adjusted Treasury Yield as of such twentieth (20th) anniversary of the
Closing Date and (b) 12.0% per year (the “Priority Return Percentage Floor”);
provided, in no event will the Priority Return Percentage for such 5-year
period exceed 14.0% per year (the “Priority Return Percentage Ceiling”).


 


4.4.                              The
Priority Return Percentage for each 5-year period subsequent to the
twenty-fifth (25th) anniversary of the Closing Date shall be the greater of (a)
the Adjusted Treasury Yield as of the commencement of such 5-year period and
(b) the Priority Return Percentage Floor for the preceding 5-year period plus
200 basis points; provided, in no event will the Priority Return Percentage for
such 5-year period exceed the Priority Return Percentage Ceiling for the preceding
5-year period plus 200 basis points.


 


4.5.                              The
term “Adjusted Treasury Yield” shall mean the Treasury Yield plus 325 basis
points.


 


4.6.                              The
term “Treasury Yield” shall mean the annual percentage yield on 10-year United
States Treasury issues which are issued on the date as of which the Adjusted
Treasury Yield is to be measured; or, if no such 10-year United States Treasury
issues are issued on such date, then the 10-year United States Treasury issues
prior to and nearest the date as of which the Adjusted Treasury Yield is to be
determined.


 


5.                                       Each
Series I Preferred Unit shall be convertible at any time and from time to time
by the holder thereof into common Partnership Units on the basis of 0.50 common
Partnership Units for each Series I Preferred Unit so presented for conversion.


 
















 


6.                                       The
then outstanding Series I Preferred Units shall be redeemable by the Operating
Partnership, in whole but not in part, at par (i.e., in an amount equal to
their Liquidation Preference) by written notice given to the holders of the
Series I Preferred Units on the fifteenth (15th) anniversary of the Closing
Date or at any time thereafter; provided, Series I Preferred Units for which a
Conversion Notice has been given to the General Partner prior to the exercise
by the Operating Partnership of such redemption option shall not be redeemable
by the Operating Partnership. In no event may the Series I Preferred Units be
redeemable by the Operating Partnership prior to the fifteenth (15th)
anniversary of the Closing Date. Each holder of a Series I Preferred Unit may,
by written notice given to the General Partner within fifteen (15) calendar
days after receipt by such holder of notice of the Operating Partnership’s
exercise of its redemption option under this Section 6, give to the
General Partner a Conversion Notice with respect to the Series I Preferred
Units held by such Series I Unit Recipient. In such event, the Operating
Partnership’s exercise of its option to redeem the Series I Preferred Units
which is the subject of such Conversion Notice shall then be automatically
revoked and such Series I Preferred Units shall then be converted to common
Partnership Units in accordance with the terms of the Partnership Agreement,
including this Amendment.


 


7.                                       For
purposes of the Partnership Agreement, including the maintenance of Capital
Accounts, TRCALP shall be treated as making a Capital Contribution of
$8,800,000.


 


8.                                       The General
Partner is hereby amending Exhibit 1 to the Partnership Agreement by adding the
Addendum to Exhibit 1 in the form attached hereto to reflect the issuance of
the Series I Preferred Units to TRCALP and the General Partner hereby confirms
certain rights attendant thereto, including, without limitation, the rights to
the Liquidation Preference and the Priority Return Percentage set forth
therein, and the right to convert such Preferred Units into Partnership Units
at the Conversion Factor set forth therein.


 


9.                                       To correct any
ambiguity with respect thereto contained in the
Partnership Agreement, the Partnership Agreement is hereby amended, pursuant to
Section 11.1(B) thereof, to reflect, consistent with the definition of
Senior Preferred Unit contained in the Partnership Agreement, that without the
Consent of each Partner adversely affected thereby, no amendment to the
Partnership Agreement may be adopted if such amendment would permit allocations
or distributions with respect to Priority Return Amounts or Liquidation
Preferences among each class or series of Senior Preferred Units on a basis
other than a pari passu basis
with each other class or series of Senior Preferred Units.


 


10.                                 This Amendment
shall take effect upon the Closing of the transactions contemplated by the
Contribution Agreement, including without limitation the contribution of the
Contributed Interests to the Partnership by TRCALP, and in the event such
Closing does not occur, this Amendment shall be of no force or effect.  Upon the Closing of the transactions
contemplated by the Contribution Agreement, the General Partner shall cause the
names of each Series I Preferred Unit Recipient to be recorded on the books of
the Partnership as a Preferred Limited Partner.


 


(Remainder
of Page Intentionally Left Blank)


 
















 


IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Amendment as of the day and year
first above written.


 


	
   

  	
  GENERAL
  PARTNER:

  
	
   

  	
   

  	
   

  
	
   

  	
  CORPORATE
  OFFICE PROPERTIES TRUST,

  
	
   

  	
  a Maryland Real Estate Investment Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROGER A. WAESCHE, JR.

  	
   

  
	
   

  	
   

  	
  Name: Roger A. Waesche, Jr.

  
	
   

  	
   

  	
  Its: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SERIES I
  PREFERRED UNIT RECIPIENTS:

  
	
   

  	
   

  	
   

  
	
   

  	
  TRC
  ASSOCIATES LIMITED PARTNERSHIP,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TRC Realty, Inc. - GP II,

  
	
   

  	
   

  	
  a Pennsylvania corporation,

  
	
   

  	
   

  	
  Its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ FRANK J. FERRO

  	
   

  
	
   

  	
   

  	
  Frank J. Ferro

  
	
   

  	
   

  	
  Executive Vice President

  
					



 
















Exhibit 1


 


SCHEDULE OF PARTNERS


 


	
  General Partner

  	
   

  	
  Common Units of Partnership

  	
   

  	
  Series E

  Preferred

  Units

  	
   

  	
  Series F

  Preferred

  Units

  	
   

  	
  Series G

  Preferred

  Units

  	
   

  	
  Series H

  Preferred

  Units

  	
   

  	
  Series I

  Preferred

  Units

  	
   

  
	
  Corporate Office Properties Trust

  	
   

  	
  32,266,471

  	
   

  	
  1,150,000

  	
   

  	
  1,425,000

  	
   

  	
  2,200,000

  	
   

  	
  2,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  3,041,427

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lawrence J. Taff

  	
   

  	
  13,733

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kimberly F. Acquino

  	
   

  	
  2,937

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 Sandra
  Juanita Blockey

  	
   

  	
  50,476

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Anthony Muscatello

  	
   

  	
  90,905

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lynn Hamlin

  	
   

  	
  121,411

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRC Associates Limited Partnership

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  352,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  40,900,679

  	
   

  	
  1,150,000

  	
   

  	
  1,425,000

  	
   

  	
  2,200,000

  	
   

  	
  2,000,000

  	
   

  	
  352,000

  	
   

  



 
















 


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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  
	
  I

  	
   

  	
  TRC Associates

  Limited

  Partnership

  	
   

  	
  352,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior

  	
   

  	
  .05/1

  	
   

  	
  September 23, 2004

  	
   

  



 










*                                         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 March 31, June 30, September 30 and
December 31, of each year.