Exhibit 10.1
EIGHTEENTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
CORPORATE OFFICE PROPERTIES, L.P.
THIS EIGHTEENTH
AMENDMENT (this “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 18, 2005, 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, 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.
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 set
forth above.
1.
Exhibit 1, Schedule of Partners, as attached hereto and by
this reference made a part hereof, is hereby substituted f