exv10w1



 







Exhibit 10.1




PS BUSINESS PARKS, L.P.




AMENDMENT NO. 1 TO

AMENDMENT TO AGREEMENT OF LIMITED

PARTNERSHIP RELATING TO

7.20% SERIES M CUMULATIVE REDEEMABLE

PREFERRED UNITS




     This Amendment No. 1, effective May 9, 2005 (this “Amendment”), to the Amendment to
the Agreement of Limited Partnership of PS Business Parks, L.P., a California limited partnership
(the “Partnership”), dated as of May 2, 2005 (this “Initial Amendment”),
further amends the Agreement of Limited Partnership of the Partnership, dated as of March 17, 1998,
by and among PS Business Parks, Inc. (the “General Partner”) and each of the limited
partners described on Exhibit A to that partnership agreement (as amended, the “Partnership
Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Partnership Agreement. Section references are (unless otherwise
specified) references to sections in this Amendment.



     WHEREAS, on May 2, 2005, the General Partner caused the Partnership to issue 3,000,000 Series
M Preferred Units (as defined in the Initial Amendment);



     WHEREAS, the General Partner has agreed to cause the Partnership to issue an additional
300,000 Series M Preferred Units; and



     WHEREAS, the General Partner desires by this Amendment to so amend the Initial Amendment as of
the date first set forth above to increase the number of Series M Preferred Units.



     NOW, THEREFORE, the Initial Amendment is hereby amended as follows:



     Section 1. Section 2(a) of the Initial Amendment is hereby amended and replaced, in its
entirety, with the following:




Pursuant to Section 4.2(a) of the Partnership Agreement, a series of Partnership
Units (as such term is defined in the Partnership Agreement) in the Partnership
designated as the “7.20% Series M Cumulative Redeemable Preferred Units” (the
“Series M Preferred Units”) is hereby established effective as of May 2, 2005. The
number of Series M Preferred Units shall be 3,300,000. The Holders of Series M
Preferred Units shall not have any Percentage Interest (as such term is defined in
the Partnership Agreement) in the Partnership.



     Section 2. The second sentence of Section 3(a) of the Initial Amendment is hereby amended and
replaced, in its entirety, with the following:




Such distributions shall be cumulative, shall accrue from the original date of
issuance of the Series M Preferred Units, which shall be May 2, 2005 for the
3,000,000 Series M Preferred Units issued on such date and May 9, 2005 for the
300,000 Series M Preferred Units issued on such date and, notwithstanding Section
5.1 of the Partnership Agreement, will be payable (i) quarterly in arrears on March
31, June 30, September 30 and December 31 of each year commencing on June 30, 2005,
and (ii) in the event of a redemption of Series M Preferred Units (each a
“Series M Preferred Unit Distribution Payment Date”).



     Section 3. In order to duly reflect the issuance of the additional 300,000 Series M Preferred
Units provided for herein, the Partnership Agreement is hereby further amended pursuant to Section
12.3 of the Partnership Agreement by replacing the current form of Exhibit C to the Initial
Amendment (also referred to as Exhibit A to the Partnership Agreement) with the form of Exhibit C
that is attached to this Amendment as Exhibit A.



 









 





     IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written.



	 	 	 	 	 
	 	 	PS BUSINESS PARKS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Edward A. Stokx
	 

	 	 	 	 
	 

	 	Name:
	 	Edward A. Stokx

	 

	 	Title:
	 	Executive Vice President, Chief Financial Officer