Fourth Amendment To Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P.

Exhibit 10.1.5

Fourth Amendment
To
Second Amended and Restated
Limited Partnership Agreement
Of
Corporate Office Properties, L.P.

This Fourth 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 November 27, 2000 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 (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 hereof, is hereby substituted for and intended to replace any prior Exhibit 1 attached to a prior Amendment to the Partnership Agreement, and as attached hereto shall be a full and complete listing of all the general and limited partners of the Partnership as of the date of this Amendment, same being intended and hereby superceding all prior Exhibit 1 listings.

In Witness Whereof, the General Partner has executed this Amendment as of the day and year first above written.

		Corporate Office Properties Trust, a Maryland Real Estate Investment Trust
		By:	/s/ Xxxxx X. Xxxxxxx, Xx.
			Xxxxx X. Xxxxxxx, Xx.
			Senior Vice President

Exhibit 1

Schedule of Partners

General Partner		Partnership Units		Series A Preferred Partnership Units		Series B Preferred Partnership Units		Series C Preferred Partnership Units
Corporate Office Properties Trust		18,275,296		1		1,250,000
Limited Partners and Preferred Limited Partners
United Properties Group, Incorporated								1,016,662
Xxx X. Xxxxxxx		452,878
Xxxxxxx Equities, L.P.		2,995,439
Xxxx X. Xxxxxx, III		587,292
LBCW Limited Partnership		3,246,007
Xxxxxxx Xxxxxxxxxx		90,905
Xxxx X. Xxxxxx		121,411
Xxxxxx X. Xxxxxx		434,910
Xxxxx X. Xxxxx		51,589
Xxxx X. De X. Xxxxxxx, Trustee of the Xxxx X. de X. Xxxxxxx Living Trust dated 9/12/88		300,625
Xxxxx  X. Xxxxxxx		116,553
Xxxxxxxxx X. Xxx Trust		29,140
June X. X. Xxx Trust		29,135
Xxxxx Investment Fund		268,671
Xxxxxx X. Xxxxxxxxx		34,333
Xxxxxx Xxxx		22,889
Xxxxx X. Xxxxxxxxxx		30,519
Xxxxxxxx X. Xxxx		13,733
Xxxxxxxx X. Xxxxxxx		5,874
M.O.R. XXIX Associates Limited Partnership		148,381
M.O.R. 44 Gateway Associates Limited Partnership		1
Enterprise Nautical, Inc.		50,000
Xxxx Xxxxxxxx		90,000
Xxxx Xxxxxxxx, Xx.		10,000
New Parkway Domain Group Enterprises, LLC		206,768
M.O.R. Commons Limited Partnership		7
Xxxx Xxxxxx Xx Xxxxx Xxxxxxx and Sanda Xxxxxxx Xxxxxxx		50,476
		27,662,832		1		1,250,000		1,016,662

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EXHIBIT 1 ADDENDUM

Series Preferred Units		Preferred Limited Partner		No. of Preferred Units		Liquidation Preference Per Preferred Unit			Priority Return Percentage		Priority		Conversion Factor		Conversion Commencement Date
A		General Partner		1		$	25		1.375	%	Senior		1.8748		8/28/2000
B		General Partner		1,250,000		$	25		2.50	%	Senior		None		N/A
C		UPG		1,016,662		$	25			**	Senior		2.381		12/22/2000

*              Priority Return Percentage is expressed per Distribution Period.

**           Priority Percentage Return for the Series C Preferred Units shall be:
2.25% from December 21, 1999 to December 20, 2009;
2.625% from December 21, 2009 to December 20, 2014; and
3.00% thereafter.

The Distribution Period for the Series C Preferred Units shall be each calendar quarter ending March 31, June 30, September 30 and December 31 of each year.

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