Exhibit 10.25
PS BUSINESS PARKS, L.P.
AMENDMENT TO AGREEMENT OF LIMITED
PARTNERSHIP RELATING TO
ADDITIONAL 8 7/8% SERIES X CUMULATIVE REDEEMABLE
PREFERRED UNITS
This Amendment to the Agreement of Limited Partnership of PS Business
Parks, L.P. a California limited partnership (the "Partnership"), dated as of
the 23rd day of September, 1999 (this "Amendment") 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
executing a signature page thereto, as amended (collectively, 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, pursuant to Section 4.2(a) of the Partnership Agreement, the
General Partner caused the Partnership to issue 1,200,000 8 7/8% Series X
Cumulative Redeemable Preferred Units pursuant to that certain Amendment to
Agreement of Limited Partnership Relating to 8 7/8% Series X Cumulative
Redeemable Preferred Units, dated September 7, 1999 (the "Prior Amendment"),
with the designations, preferences and relative, participating, optional or
other special rights, powers and duties set forth therein;
WHEREAS, pursuant to Section 4.2(a) of the Partnership Agreement the
General Partner desires to cause the Partnership to issue additional Series X
Cumulative Redeemable Preferred Units, with the same designations, prefererences
and relative, participating, optional or other special rights, powers and duties
of the Series X Preferred Units set forth in the Prior Amendment;
WHEREAS, pursuant to Section 4.2(a) of the Partnership Agreement, the
General Partner, without the consent of the Limited Partners, may amend the
Partnership Agreement by executing a written instrument setting forth the terms
of such amendment; and
WHEREAS, the General Partner desires by this Amendment to so amend the
Partnership Agreement as of the date first set forth above to provide for the
and issuance of additional Series X Preferred Units.
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
Section 1. Definitions. Capitalized terms not otherwise defined herein
shall have their respective meanings set forth in the Partnership Agreement and
the Prior Amendment. For purposes of this Amendment, Series X Preferred Units
shall mean those certain 8 7/8% Series X Cumulative Redeemable Preferred Units
issued on September 7, 1999 together with the additional 8 7/8% Series X
Cumulative Redeemable Preferred Units issued as of the date hereof.
Section 2. Number of Series X Preferred Units. The Partnership hereby
increases the number of Series X Preferred Units by 400,000 (the "New Units"),
thereby causing the total number of Series X Preferred Units to be 1,600,000
(the "Increased Series X Preferred Units"). All terms and conditions established
in the Prior Amendment relating to the Series X Preferred Units are hereby
ratified and confirmed and shall apply to the Increased Series X Preferred
Units. Notwithstanding the foregoing or anything contained herein, the Priority
Return distributions relating to the New Units shall accrue from the original
date of issuance of the New Units.
Section 3. Exhibit A to Partnership Agreement. In order to duly reflect the
issuance of the New Units provided for herein, the Partnership Agreement is
hereby further amended pursuant to Section 12.3 thereof by deleting Exhibit A
thereto and replacing Exhibit A attached hereto therefor.
Section 4. Inconsistent Provisions. Nothing to the contrary contained in
the Partnership Agreement shall limit any of the rights or obligations set forth
in this Amendment.
IN WITNESS WHEREOF this Amendment has been executed as of the date first
above written.
PS BUSINESS PARKS, INC.
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Vice President and
Chief Financial Officer
