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 intend
