Second Amendment to Second Amended and Restated Operating Agreement



 Exhibit 10.35 
 SECOND AMENDMENT TO 
 SECOND AMENDED AND RESTATED OPERATING AGREEMENT 
 OF 
 TPG/CALSTRS, LLC 
 THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC (this “Amendment”), is entered into as of
May 25, 2007, by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Investor”), and THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership (“Operator”). 
 RECITALS 
 A. Investor and Operator, as the
only members of TPG/CalSTRS, LLC, a Delaware limited liability company (the “Company”), entered into that certain Second Amended and Restated Operating Agreement of TPG/CalSTRS, LLC, dated as of October 13, 2004 (the “Original
Agreement”), as amended by that certain First Amendment to Second Amended and Restated Operating Agreement of TPG/CalSTRS, LLC, dated as of June 8, 2006 (together with the “Original Agreement”, the “Agreement”). All
capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. 
 B. Investor and Operator wish to amend
the Agreement as set forth herein. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Investor and Operator
agree as follows: 
 1. Clause (i) of Section 4.01(a) of the Agreement is hereby amended and restated in its entirety to read as
follows: “(i) Two Hundred Sixty Five Million Dollars ($265,000,000) in the aggregate,” 
 2. Clause (i) of
Section 4.01(b) of the Agreement is hereby amended and restated in its entirety to read as follows: “(i) Eighty Eight Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars ($88,333,333) in the aggregate,”

 3. The definition of “Investment Period” in Exhibit A to the Agreement is hereby amended and restated in its entirety to read as
follows: 
 “Investment Period” means the time period beginning on the date of the Prior Agreement and ending on the earlier
of (a) the date Investor has made aggregate capital contributions to the Company (excluding the initial capital contribution for the Former Separate Account Assets described in Paragraph 4.02(b) of this Agreement) at least equal to Two Hundred
Sixty Five Million Dollars ($265,000,000); or (b) June 1, 2007. 







 4. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement
remain unmodified and in full force and effect. 
 5. Each individual executing this Amendment on behalf of an entity hereby represents and
warrants to the other party or parties to this Amendment that (a) such individual has been duly and validly authorized to execute and deliver this Amendment on behalf of such entity; and (b) this Amendment is and will be duly authorized,
executed and delivered by such entity. 
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 [SIGNATURE PAGE FOR SECOND AMENDMENT TO SECOND AMENDED AND 
 RESTATED OPERATING AGREEMENT] 
 IN WITNESS
WHEREOF, Investor and Operator have executed this Amendment as of the day and year first above written. 
  

							
	“Investor”	 	 CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM,
 a public entity

			
		 	By:	 	 /s/ Christopher J. Ailman

		 		 	 Christopher J. Ailman
 Chief Investment
Officer
 (Print Name and Title)

		
	“Operator”	 	THOMAS PROPERTIES GROUP, L.P., a
		 	Maryland limited partnership
			
		 	By:	 	THOMAS PROPERTIES GROUP, INC., a
		 		 	Delaware corporation,
		 		 	General Partner
				
		 		 	By:	 	 /s/ John R. Sischo

		 		 		 	John R. Sischo, Executive Vice President
		 		 		 	(Print Name and Title)

  

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