EXHIBIT 2.10
AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
6385 FLANK DRIVE, L.P.
This Amendment to the Amended and Restated Agreement of Limited
Partnership dated October 14, 1997 (the "Partnership Agreement") of 0000 Xxxxx
Xxxxx, L.P. (the "Partnership") is intended to be effective as of October 14,
1997 (the "Effective Date"), and is by and among Corporate Office Properties
Holdings, Inc. (formerly known as FCO Holdings, Inc.), as general partner (the
"General Partner"), and Corporate Office Properties, L.P. (formerly known as
FCO, L.P.) ("COPLP") and Xxxx X. Xxxxxx, III ("Xxxxxx"), as limited partners.
RECITALS
The General Partner, COPLP and Xxxxxx (individually, a "Partner"
and collectively, the "Partners") constitute all of the Partners of the
Partnership and are the parties to the Partnership Agreement. The Partners
desire to amend the Partnership Agreement as set forth below. All capitalized
terms not otherwise defined in this Agreement shall have the same meaning as in
the Partnership Agreement.
NOW, THEREFORE, in consideration of mutual promises and
agreements contained herein, and intending to be legally bound, the Partners
hereby agree that, effective as of the Effective Date, the Partnership Agreement
be amended as follows:
1. SPECIAL ALLOCATION ON SALE OF ASSETS. Notwithstanding anything
in the Partnership Agreement to the contrary, in the event of the sale, transfer
or other disposition of all or substantially all of the assets of the
Partnership, if Xxxxxx shall have a deficit balance in his Capital Account,
after taking into account all items of income or gain required to be allocated
to Xxxxxx under Section 5.2(c) of the Partnership Agreement (but before taking
into account the allocation of other items of Profit or gain of the Partnership
for the Fiscal Year such sale or other disposition occurs), then all remaining
items of Profit and gain shall be allocated exclusively to Xxxxxx, to the extent
necessary to eliminate any deficit balance
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in Xxxxxx'x Capital Account. If any item of Profit or gain is specially
allocated to Xxxxxx under the preceding sentence, then all subsequent
allocations to the Partners shall, to the extent possible without causing Xxxxxx
to have a deficit balance in his Capital Account, be made so that the balance in
each Partner's Capital Account will be the same as if there were no special
allocation of Profit or gain to Xxxxxx under the preceding sentence.
2. LIMITED OBLIGATION TO RESTORE DEFICIT CAPITAL ACCOUNT.
Notwithstanding anything in the Partnership Agreement to the contrary, if Xxxxxx
has a deficit balance in his Capital Account following the liquidation of the
Partnership, or following the liquidation of his interest in the Partnership,
after taking into account all Capital Account adjustments for the Fiscal Year
during which such liquidation occurs, Xxxxxx shall be unconditionally obligated
to restore the amount of such deficit balance to the Partnership by the end of
such Fiscal Year or, if later, within 90 days after the date of such
liquidation; provided, however, that such obligation to contribute additional
amounts to the Partnership shall in no event exceed the LESSER of (i) Xxxxxx'x
proportionate share, based on his Percentage Interest, of the Partnership's
recourse debt and partner nonrecourse debt (as defined in Treasury Regulation
ss.1.704-2(b)(4)) or (ii) the amount set forth on Exhibit A attached hereto, as
the same may be amended from time to time with Xxxxxx'x written consent. All
amounts contributed by Xxxxxx pursuant to this Section 2 shall be used to pay
Partnership creditors or be distributed to Partners in accordance with their
positive Capital Accounts.
3. GOVERNING LAW. This Amendment shall be governed by the laws of
the State of Delaware.
4. COUNTERPARTS. This Amendment may be executed by facsimile
signatures and in any number of counterparts, all of which, when taken together,
shall constitute one and the same instrument.
5. OTHER PROVISIONS IN FULL FORCE AND EFFECT. Except as modified
herein, all other terms and provisions of the Partnership Agreement shall remain
in full force and effect.
6. BINDING EFFECT. This Agreement shall be binding upon all
successors and assigns of the Partners.
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IN WITNESS WHEREOF, the undersigned Partners have executed this
Amendment as of the day and date first above written.
GENERAL PARTNER:
CORPORATE OFFICE PROPERTIES HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx, III
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LIMITED PARTNERS:
CORPORATE OFFICE PROPERTIES, L.P.
By: Corporate Office Properties
Trust, a Maryland business trust,
its general partner
By: /s/ Xxxx X. Xxxxxx, III
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/s/ Xxxx X. Xxxxxx, III
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Xxxx X. Xxxxxx, III
EXHIBIT A
Maximum Amount Xxxx X. Xxxxxx III is required
to contribute to the Partnership pursuant to
Paragraph 2 of this Amendment ....................................$25,000.00
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