exv10w8



 






Exhibit 10.8




FIRST AMENDMENT

OF

AGREEMENT OF LIMITED PARTNERSHIP

OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP




     This First Amendment of Agreement of Limited Partnership (the “Agreement”), is
entered into as of September 1, 2004, by and between Gladstone Commercial Corporation, Inc.,
a Maryland corporation (the “Corporation”), and Gladstone Commercial Partners, LLC, a
Delaware limited liability company (“GCP”).



     WHEREAS, the Corporation and GCP are parties to the Agreement of Limited Partnership
of Gladstone Commercial Limited Partnership (the “Partnership”) dated July 17, 2003 (the
“Partnership Agreement”); and



     WHEREAS, at the time of execution of the Partnership Agreement, the Corporation owned
a one percent (1%) Percentage Interest as a General Partner in the Partnership (the “General
Partnership Interest”) and GCP owned a ninety-nine percent (99%) Percentage Interest as a Limited
Partner in the partnership (the “Limited Partnership Interest”); and



     WHEREAS, the Corporation and GCP (the “Partners”) have entered into a Partnership
Interest Exchange Agreement (the “Exchange Agreement”) dated of even date herewith, pursuant to
which the Partners have exchanged the General Partnership Interest for the Limited Partnership
Interest; and



     WHEREAS, the parties desire to amend the Partnership Agreement to reflect the terms
of the Exchange Agreement;



     NOW THEREFORE, in consideration of the covenants and obligations contained herein,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



     1. Amendment of Partnership Agreement. From and after the date hereof, the Corporation shall
be deemed the Original Limited Partner, and GCP shall be deemed the General Partner, for all
purposes under the Partnership Agreement. Exhibit A of the Partnership Agreement shall be deleted
in its entirety, and Exhibit A hereto shall be inserted in lieu thereof.



     2. Miscellaneous Provisions.



          2.1 This Agreement shall be construed and performed in accordance with the laws of the State
of Delaware, without regard to the conflicts of law therein. The rights and liabilities of the
present parties shall bind and inure to their respective heirs, devisees, personal representatives,
successors and assigns.



 









 





          2.2 This Agreement and the exhibits hereto constitute the entire agreement among the parties
relating to their subject matter and supersede all prior and contemporaneous agreements and
understandings of the parties in connection with such subject matter.



          2.3 From and after the date of this Agreement, upon the request of the Corporation or GCP, the
other party shall execute and deliver such instruments, documents or other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.



     In Witness Whereof, the parties hereto have executed this First Amendment of
Agreement of Limited Partnership as of the day and year first written above.



	 	 	 	 	 	 
	 	 	Gladstone Commercial Corporation	 
	 	 	a Maryland corporation	 
	 
	 	 	 	 	 
	

	 	By:	 	 	 
	

	 	 	 	 	 
	

	 	Name:	 	 	 
	

	 	 	 	 	 
	

	 	Title:	 	 	 
	

	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Gladstone Commercial Partners, LLC	 
	 	 	a Delaware limited liability company	 
	 
	 	 	 	 	 
	

	 	By:	 	 	 
	

	 	 	 	 	 
	

	 	Name:	 	 	 
	

	 	 	 	 	 
	

	 	Title:	 	 	 
	

	 	 	 	 	 






 









 






EXHIBIT A




PARTNERS, CAPITAL CONTRIBUTIONS AND PARTNERSHIP UNITS




As of September 1, 2004




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Agreed	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Value of	 	 	 	 	 	 	 
	 	 	 	 	Cash	 	 	Property	 	 	Partnership	 	 	Percentage	 
	 	Partners	 	 	Contribution	 	 	Contribution	 	 	Units	 	 	Interest	 
	 	GENERAL PARTNER:

Gladstone Commercial Partners, LLC

1750 Tysons Blvd.

Fourth Floor

McLean, Virginia 22102
	 	 	$1.00	 	 	N/A	 	 	1 Unit	 	 	1.0%	 
	 	ORIGINAL
LIMITED PARTNER:

Gladstone Commercial Corporation 

1750 Tysons Blvd.

Fourth Floor

McLean, Virginia 22102
	 	 	$99.00	 	 	N/A	 	 	99 Units	 	 	99.0%	 
	 	ADDITIONAL LIMITED

PARTNERS: [none]