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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.
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