AMENDMENT NO. 1 TO SIXTH AMENDMENT TO SECOND RESTATED AND AMENDED AGREEMENT OF LIMITED PARTNERSHIP OF LIBERTY PROPERTY LIMITED PARTNERSHIP

Exhibit 10

AMENDMENT NO. 1 TO
SIXTH AMENDMENT TO
SECOND RESTATED AND AMENDED
AGREEMENT OF LIMITED PARTNERSHIP
OF
LIBERTY PROPERTY LIMITED PARTNERSHIP

      This Amendment No. 1, effective August 23, 2005 (this “ Amendment ”), to the Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005 (the “ Initial Amendment ”), is entered into by LIBERTY PROPERTY TRUST, a Maryland real estate investment trust, as general partner (the “ General Partner ”) of LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “ Partnership ”), for itself and on behalf of the limited partners of the Partnership, and GSEP 2005 REALTY CORP., a Delaware corporation (“ Goldman ”).

      Whereas , on June 30, 2005, the General Partner caused the Partnership to iss