Exhibit 10.1
NINETEENTH
AMENDMENT
TO
SECOND AMENDED AND
RESTATED
LIMITED PARTNERSHIP
AGREEMENT
OF
CORPORATE OFFICE PROPERTIES,
L.P.
This Nineteenth 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
July 8, 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 first set forth
above.
1.
Exhibit 1, Schedule of
Partners, as attached hereto and by this reference made a
part
