EX-10.1






Exhibit 10.1




AMENDMENT TO

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

GLADSTONE COMMERCIAL LIMITED PARTNERSHIP




This Amendment to First Amended and Restated Agreement of Limited Partnership (this
“Amendment”) is entered into effective as of this 29th day of April, 2010, by and among GCLP
Business Trust I, a Massachusetts business trust (the “Original Limited Partner”), GCLP
Business Trust II, a Massachusetts business trust (the “General Partner”), Gladstone
Commercial Corporation, a Maryland corporation that is not a Partner of the Partnership, and
the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A to the
Agreement (as defined below), as amended from time to time.



RECITALS




Whereas, Gladstone Commercial Limited Partnership (the “Partnership”), was formed as
a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited
Partnership filed with the Office of the Secretary of State of the State of Delaware effective as
of May 28, 2003.



Whereas, pursuant to Article 11 of the First Amended and Restated Agreement of
Limited Partnership (the “Agreement”), the General Partner desires to amend the Agreement.



AGREEMENT




Now, Therefore, in consideration of the foregoing, of mutual covenants between the
parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, the parties hereto agree to amend the Agreement as follows:



1. Definitions. Unless otherwise defined herein, all terms defined in the Agreement have the same
meaning when used herein.



2. Amendments to Agreement.



2.1 Article 1 of the Agreement is hereby amended as follows:




(a) The definition of “Preferred Units” is hereby deleted in its entirety and replaced with
the following:



““PREFERRED UNITS” means Partnership Units issued by the Partnership to the General
Partner or its Subsidiaries in connection with the issuance of REIT Preferred
Shares.”




(b) The definition of “REIT Preferred Share” is hereby deleted in its entirety and replaced
with the following:



““REIT PREFERRED SHARE” means a share of preferred stock in Gladstone Commercial
Corporation (or Successor Entity, as the case may be).”




(c) The following definition of “REIT Senior Common Share” is hereby inserted in its proper
alphabetical position:



““REIT SENIOR COMMON SHARE” means a share of Senior Common Stock, par value $0.001
per share, in Gladstone Commercial Corporation (or Successor Entity, as the case may
be).”




(d) The definition of “REIT Share” is hereby deleted in its entirety and replaced with the
following:



““REIT SHARE” means a share of common stock in Gladstone Commercial Corporation (or
Successor Entity, as the case may be). “REIT SHARES” do not include REIT Senior
Common Shares.”




(e) The following definition of “Senior Common Units” is hereby inserted in its proper
alphabetical position:



““SENIOR COMMON UNITS” means Partnership Units issued by the Partnership to the
General Partner or its Subsidiaries in connection with the issuance of REIT Senior
Common Shares.”




2.2 Article 4.2(a)(i) of the Agreement is hereby deleted in its entirety and replaced with
the following:



“(i) General. The General Partner is hereby authorized to cause the Partnership to
issue additional Partnership Interests in the form of Partnership Units for any
Partnership purpose, at any time or from time to time, to the Partners (including
the General Partner) or to other Persons for such consideration and on such terms
and conditions as shall be established by the General Partner in its sole and
absolute discretion, all without the approval of any Limited Partners. Any
additional Partnership Interests issued thereby may be issued in one or more
classes, or one or more series of any of such classes, with such designations,
preferences and relative participating, optional or other special rights, powers and
duties, including rights, powers and duties senior to Limited Partnership Interests,
all as shall be determined by the General Partner in its sole and absolute
discretion and without the approval of any Limited Partner, subject to Delaware law,
including, without limitation, (A) the allocations of items of Partnership income,
gain, loss, deduction and credit to each such class or series of Partnership
Interests; (B) the right of each such class or series of Partnership Interests to
share in Partnership distributions; and (C) the rights of each such class or series
of Partnership Interests upon dissolution and liquidation of the Partnership;
provided, however, that no additional Partnership Interests shall be issued to the
General Partner or the Original Limited Partner unless:



(1) the additional Partnership Interests are issued in connection with an
issuance of REIT Shares, REIT Senior Common Shares, or REIT Preferred Shares by
Gladstone Commercial Corporation, and Gladstone Commercial Corporation shall make a
capital contribution to the General Partner and/or the Original Limited Partner, and
the General Partner, on its own or with the Original Limited Partner, shall make a
Capital Contribution to the Partnership in an amount equal to the aggregate proceeds
raised in connection with the issuance of such REIT Shares, REIT Senior Common
Shares, or REIT Preferred Shares, as the case may be, of Gladstone Commercial
Corporation;



(2) the additional Partnership Interests are issued in exchange for property or
other assets owned by the General Partner or Original Limited Partner with a fair
market value, as determined by the General Partner, in good faith, equal to the
value of the Partnership Interests; or



(3) the additional Partnership Interests are issued to all Partners in
proportion to their respective Percentage Interests.



Without limiting the foregoing, the General Partner is expressly authorized to cause
the Partnership to issue Partnership Units for less than fair market value, so long
as the General Partner concludes in good faith that such issuance is in the best
interests of the General Partner and the Partnership.



With the exception of Common Units, any Partnership Interests issued in accordance
with Section 4.2(a)(i)(1) hereof shall be designated and described in a schedule
that shall automatically be attached to this Agreement. Attached hereto as Schedule
4.2(a)(1) is the Designation of 7.75% Series A Cumulative Redeemable Preferred
Units. Attached hereto as Schedule 4.2(a)(2) is the Designation of 7.50% Series B
Cumulative Redeemable Preferred Units. Attached hereto as Schedule 4.2(a)(3) is the
Designation of Senior Common Units.”



3. Except as set forth herein, all of the terms and conditions of the Agreement shall continue
in full force and effect following the execution of this Amendment.



4. This Amendment may be executed in any number of original or facsimile counterparts and,
when so executed, all of such counterparts shall constitute a single instrument binding upon all
parties hereto notwithstanding that all parties are not signatory to the original or facsimile or
to the same counterpart.



5. This Amendment shall be effective upon the execution hereof by the General Partner.



6. In the event any provision of this Amendment is determined to be invalid or unenforceable,
such provision shall be deemed severed from the remainder of this Amendment and replaced with a
valid and enforceable provision as similar in intent as reasonably possible to the provision so
severed, and shall not cause the invalidity or unenforceability of the remainder of this Amendment.



[Signature Page Follows]





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In Witness Whereof, the parties hereto have hereunder affixed their signatures to
this Amendment to First Amended and Restated Agreement of Limited Partnership of Gladstone
Commercial Limited Partnership as of the 29th day of April, 2010.



GENERAL PARTNER:



GCLP Business Trust II



By:       

Name: David Gladstone

Title: Trustee




By:       

Name: Danielle Jones

Title: Trustee




ORIGINAL LIMITED PARTNER:



GCLP Business Trust I



By:       

Name: David Gladstone

Title: Trustee




By:       

Name: Danielle Jones

Title: Trustee




GLADSTONE COMMERCIAL CORPORATION



Gladstone Commercial Corporation



By:       

Name: David Gladstone

Title: Chairman and Chief Executive Officer





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