psb-20180331 Q1 Exhibit 101 v2



		

			Exhibit 10.1

		




		
			PS BUSINESS PARKS, L.P.
		

		
			AMENDMENT TO AMENDED AGREEMENT OF LIMITED
PARTNERSHIP TO AUTHORIZE SPECIAL ALLOCATIONS
		

		
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			This Amendment to the Amended Agreement of Limited Partnership of PS Business Parks, L.P., a California limited partnership (the “Partnership”), dated as of January 1, 2017, amends the Agreement of Limited Partnership of the Partnership dated as of March 17, 1998, as previously amended, by and among PS Business Parks, Inc. (the “General Partner”) and all of the Limited Partners, who are described in  the attached Exhibit A (the  “Partnership Agreement”).
		

		
			The Partners wish to amend the Partnership Agreement to allow for special allocations as set forth below, and accordingly, amend the Partnership Agreement, effective as of the date of this amendment, as follows:
		

		
			Section 1.  Definitions.  Capitalized terms not otherwise defined in this amendment shall have the meanings given to them in the Partnership Agreement.
		

		
			Section 2.  Allocations.  Section 6.1 of the Partnership Agreement concerning allocation of profit and loss is amended to add at the end of that subsection a new clause Section 6.1(i) to read, in its entirety, as follows:
		

		
			“(i)Special Allocations.  Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority to specially allocate items of Partnership income, expense, gain or loss to the Partners provided that the special allocations are agreed to by all Partners.”
		

		
			Section 3.  No Other Changes.  Except as otherwise set forth above, the Partnership Agreement continues in full force and effect.
		

			
					
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						GENERAL PARTNER

					
					
						LIMITED PARTNERS

				
	
					
						PS Business Parks, Inc.

					
					
						PS Business Parks, Inc.

				
	
					
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						By: /s/ Maria R. Hawthorne

					
					
						By: /s/ Maria R. Hawthorne

				
	
					
						Name: Maria R. Hawthorne

					
					
						Name: Maria R. Hawthorne

				
	
					
						Title: President and CEO

					
					
						Title: President and CEO

				
	
					
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						Public Storage

				
	
					
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						By: /s/ Lily Yan Hughes

				
	
					
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						Name: Lily Yan Hughes

				
	
					
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						Title: Senior Vice President,

				
	
					
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						Chief Legal Officer and

				
	
					
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						Corporate Secretary

				



		
			 
		


		

		

		 

 

		Exhibit A
		

			
					
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						Partner/Capacity

					
					
						No. of Units

					
					
						Percentage Interest

				
	
					
						General Partner (common units):

					
					
						 

					
					
						 

				
	
					
						PS Business Parks, Inc.

					80,180 
					0.242% 
				
	
					
						Limited Partners (common units):

					
					
						 

					
					
						 

				
	
					
						PS Business Parks, Inc.

					25,695,998 
					77.675% 
				
	
					
						Public Storage

					7,305,355 
					22.083% 
				
	
					
						Limited Partner (preferred units):

					
					
						 

					
					
						 

				
	
					
						PS Business Parks, Inc.

					
					
						all outstanding preferred units

					
					
						n/a

				



		
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