Exhibit 10.1
TWENTY SECOND AMENDMENT
TO
SECOND AMENDED AND
RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
CORPORATE OFFICE PROPERTIES,
L.P.
THIS TWENTY SECOND 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 9, 2007, 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, that
certain Thirteenth Amendment to the Second Amended and Restated
Partnership Agreement dated August 11, 2003, that certain
Fourteenth Amendment to the Second Amended and Restated Partnership
Agreement dated December 18, 2003, that certain Fifteenth Amendment
to the Second Amended and Restated Partnership Agreement
dated January 31, 2004, that certain Sixteenth Amendment to
the Second Amended and Restated Partnership Agreement dated April
15, 2004, that certain Seventeenth Amendment to the Second Amended
and Restated Partnership Agreement dated September 23, 2004, that
certain Eighteenth Amendment to the Second Amended and Restated
Partnership Agreement dated April 18, 2005, that certain Nineteenth
Amendment to the Second Amended and Restated Partnership Agreement
dated July 8, 2005, that certain Twentieth Amendment to the Second
Amended and Restated Partnership Agreement dated June 29, 2006 and
that certain Twenty First Amendment to the Second Amended and
Restated Partnership Agreement dated July 20, 2006 (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 is the owner of 1,000 shares of beneficial
interest in W&M Business Trust, a Maryland business trust
(“W&M”), which represent one hundred percent (100%)
of the beneficial interests in W&M (the “W&M
Beneficial Interests”).
D.
Pursuant to a Purchase Agreement and Agreement and Plan of Merger,
dated as of December 21, 2006 (the “Merger Agreement”)
by and among the General Partner, the Partnership, W&M and
Nottingham Village, Inc., a Maryland corporation
(“NVI”), NVI is being merged with and into W&M (the
“Merger”).
E.
In connection with the Merger, the General Partner is issuing to
the shareholders of NVI, in a private offering, 531,667 of its 5.60
% Series K Cumulative Redeemable Convertible Preferred Shares of
beneficial interest (the “Series K Preferred REIT
Shares”) and 3,161,000 of its Common Shares of beneficial
interest (the “Common REIT Shares” and, collectively
with the Series K Preferred REIT Shares, the “REIT
Shares”).
F.
As required under Sections 4.2(B) and (C) of the Agreement, the
General Partner intends to transfer (or cause to be transferred)
the property received in consideration for the REIT Shares, which
transfer shall be accomplished through the contribution to the
Partnership of all of the General Partner’s rights, title and
interest in the W&M Beneficial Interests
