5722 - PS BUSINESS PARKS INC_CA - 11-12-1999 - 001-10709 - EXHIBIT 3.3

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Exhibit 3.3  
CERTIFICATE OF DETERMINATION OF PREFERENCES  
OF  
8 7/8% SERIES X CUMULATIVE REDEEMABLE  
PREFERRED STOCK  
OF  
PS BUSINESS PARKS, INC.  
[As filed in the office of the Secretary of State of the State of California on September 7, 1999]  
The undersigned, David Goldberg and Jack E. Corrigan, Vice President and Secretary, respectively, of PS 
BUSINESS PARKS, INC., a California corporation, do hereby certify:  
FIRST: The Restated Articles of Incorporation of the Corporation authorize the issuance of 50,000,000 shares 
of stock designated "preferred shares," issuable from time to time in one or more series, and authorize the Board 
of Directors to fix the number of shares constituting any such series, and to determine or alter the dividend rights, 
dividend rate, conversion rights, voting rights, right and terms of redemption (including sinking fund provisions), 
the redemption price or prices and the liquidation preference of any wholly unissued series of such preferred 
shares, and the number of shares constituting any such series.  
SECOND: The Board of Directors of the Corporation did duly adopt the resolutions attached hereto as Exhibit 
A and incorporated herein by reference authorizing and providing for the creation of a series of preferred shares 
to be known as "8 7/8% Series X Cumulative Redeemable Preferred Stock" consisting of 1,200,000 shares, 
none of the shares of such series having been issued.  
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in 
this certificate are true and correct of our own knowledge.  
IN WITNESS WHEREOF, the undersigned have executed this certificate this 7th day of September, 1999.  
 
EXHIBIT A  
RESOLUTION OF THE BOARD OF DIRECTORS  
OF PS BUSINESS PARKS, INC.  
ESTABLISHING A SERIES OF 8 7/8% SERIES X  
CUMULATIVE REDEEMABLE PREFERRED STOCK  
RESOLVED that pursuant to the authority conferred upon the Board of Directors by Article III of the Restated 
Articles of Incorporation of this Corporation, there is hereby established a series of the authorized preferred 
shares of this Corporation having a par value of $.01 per share, which series shall be designated 8 7/8% Series X 
Cumulative Redeemable Preferred Stock," shall consist of 1,200,000 shares and shall have the following rights, 
preferences and privileges:  
1. Rank. The 8 7/8% Series X Cumulative Redeemable Preferred Stock (the "Series X Preferred Stock") will, 
/s/ David Goldberg 
-------------------------- 
David Goldberg, Vice President
 
 
/s/ Jack E. Corrigan 
-------------------------- 
Jack E. Corrigan, Secretary 

EXHIBIT A  
RESOLUTION OF THE BOARD OF DIRECTORS  
OF PS BUSINESS PARKS, INC.  
ESTABLISHING A SERIES OF 8 7/8% SERIES X  
CUMULATIVE REDEEMABLE PREFERRED STOCK  
RESOLVED that pursuant to the authority conferred upon the Board of Directors by Article III of the Restated 
Articles of Incorporation of this Corporation, there is hereby established a series of the authorized preferred 
shares of this Corporation having a par value of $.01 per share, which series shall be designated 8 7/8% Series X 
Cumulative Redeemable Preferred Stock," shall consist of 1,200,000 shares and shall have the following rights, 
preferences and privileges:  
1. Rank. The 8 7/8% Series X Cumulative Redeemable Preferred Stock (the "Series X Preferred Stock") will, 
with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the 
Corporation, or both, rank senior to all classes or series of Common Shares and to all classes or series of equity 
securities of the Corporation now or hereafter authorized, issued or outstanding, other than any class or series of 
equity securities of the Corporation expressly designated as ranking on a parity with or senior to the Series X 
Preferred Stock as to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution 
of the Corporation. For purposes of this Certificate of Determination, the term "Parity Preferred Stock" shall be 
used to refer to any class or series of capital stock of the Corporation now or hereafter authorized, issued or 
outstanding expressly designated by the Corporation to rank on a parity with Series X Preferred Stock with 
respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the 
Corporation (including the Corporation's 9 1/4% Cumulative Preferred Stock, Series A, 8-7/8% Series B 
Cumulative Redeemable Preferred Stock, and 8 3/4% Series C Cumulative Redeemable Preferred Stock). For 
purposes of the preceding sentence, "capital stock" means any equity securities (including Common Shares and 
Preferred Stock), shares, participation or other ownership interests (however designated) and any rights (other 
than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the 
foregoing.  
2. Distributions Rights. (a) Payment of Distributions. Subject to the rights of holders of Parity Preferred Stock as 
to the payment of distributions, holders of Series X Preferred Stock shall be entitled to receive the Series X 
Priority Return, when, as and if declared by the Board of Directors of the Corporation, out of funds legally 
available for the payment of distributions. Such distributions shall be cumulative, shall accrue from the original 
date of issuance of the Series X Preferred Stock and will be payable (A) quarterly in arrears, on March 31, June 
30, September 30 and December 31 of each year commencing on the last day of the calendar quarter following 
the date of issuance of such stock and, (B) in the event of a redemption, on the redemption date (each a "Series 
X Preferred Stock Distribution Payment Date"). If any Preferred Stock Distribution Payment Date is not a 
Business Day (as defined herein), then payment of the distribution to be made on such date shall be made on the 
Business Day immediately preceding such Preferred Stock Distribution Payment Date in each case with the same 
force and effect as if made on such date. Distributions on the Series X Preferred Stock will be made to the 
holders of record of the Series X Preferred Stock on the relevant record dates to be fixed by the Board of 
Directors of the Corporation, which record dates shall in no event be more than 45 days or less than 15 days 
prior to the relevant Series X Preferred Stock Distribution Payment Date (each a "Distribution Record Date").  
For purposes of this Certificate of Determination, the following terms shall have the meanings set forth herein: (i) 
"Liquidation Preference" shall mean, with respect to the Series X Preferred Stock, $25.00 per share of Series X 
Preferred Stock, plus the amount of any accumulated and unpaid Series X Priority Return (as hereinafter defined) 
with respect to such share, whether or not declared, minus any distributions in excess of the Series X Priority 
Return that has occurred with respect to such Series X Preferred Units, to the date of payment; (ii) "Series X 
Priority Return" shall mean an amount equal to 8?% per annum of the Liquidation Preference per share of Series 
X Preferred Stock, commencing on the date of issuance of such share of Series X Preferred Stock, determined 
on the basis of a 365-day year (and actual days for any period), cumulative to the extent not distributed on any 
Series X Preferred Stock Distribution Payment Date; and (iii) "Business Day" shall mean each day, other than a 
Saturday or a Sunday, which is not a day on which banking institutions in New York, New York are authorized 
or required by law, regulation or executive order to close.  
(b) Prohibition on Distributions. No distributions on Series X Preferred Stock shall be authorized by the Board of 

(b) Prohibition on Distributions. No distributions on Series X Preferred Stock shall be authorized by the Board of 
Directors of the Corporation or paid or set apart for payment by the Corporation at any such time as the terms 
and provisions of any agreement of the Corporation including any agreement relating to indebtedness, prohibits 
such authorization, payment or setting apart for payment or provides that such authorization, payment or setting 
apart for payment would constitute a breach thereof or a default thereunder, or to the extent that such 
authorization or payment shall be restricted or prohibited by law.  
(c) Distributions Cumulative. Distributions on the Series X Preferred Stock will accrue whether or not the terms 
and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness at any 
time prohibits the current payment of distributions, whether or not the Corporation has earnings, whether or not 
there are funds legally available for the payment of such distributions and whether or not such distributions are 
authorized or declared. Accrued but unpaid distributions on the Series X Preferred Stock will accumulate as of 
the Series X Preferred Stock Distribution Payment Date on which they first become payable. Distributions on 
account of arrears for any past distribution periods may be declared and paid at any time, without reference to a 
regular Series X Preferred Stock Distribution Payment Date to holders of record of the Series X Preferred Stock 
on the record date fixed by the Board of Directors which date shall not be more than 45 days or less than 15 
days prior to the payment date. Accumulated and unpaid distributions will not bear interest.  
(d) Priority as to Distributions. (i) So long as any Series X Preferred Stock is outstanding, no distribution of cash 
or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or 
series of Common Shares or any class or series of other stock of the Corporation ranking junior as to the 
payment of distributions or rights upon voluntary or involuntary dissolution, liquidation or winding-up of the 
Corporation to the Series X Preferred Stock (such Common Shares or other junior stock, collectively, "Junior 
Stock"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other 
acquisition for consideration of any Series X Preferred Stock, any Parity Preferred Stock or any Junior Stock, 
unless, in each case, all distributions accumulated on all Series X Preferred Stock and all classes and series of 
outstanding Parity Preferred Stock have been paid in full. The foregoing sentence shall not prohibit (i) 
distributions payable solely in Junior Stock, and (ii) the conversion of Series X Preferred Stock, Junior Stock or 
Parity Preferred Stock into stock of the Corporation ranking junior to the Series X Preferred Stock as to 
distributions.  
(ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably 
deposited in trust for payment) upon the Series X Preferred Stock, all distributions authorized and declared on 
the Series X Preferred Stock and all classes or series of outstanding Parity Preferred Stock with respect to 
distributions shall be authorized and declared so that the amount of distributions authorized and declared per 
share of Series X Preferred Stock and such other classes or series of Parity Preferred Stock shall in all cases 
bear to each other the same ratio that accrued distributions per share on the Series X Preferred Stock and such 
other classes or series of Parity Preferred Stock (which shall not include any accumulation in respect of unpaid 
distributions for prior distribution periods if such class or series of Parity Preferred Stock do not have cumulative 
distribution rights) bear to each other.  
(e) No Further Rights. Holders of Series X Preferred Stock shall not be entitled to any distributions, whether 
payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein.  
3. Liquidation. (a) Payment of Liquidating Distributions. Subject to the rights of holders of Parity Preferred Stock 
with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation 
and subject to any series of capital stock ranking senior to the Series X Preferred Stock with respect to rights 
upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of Series 
X Preferred Stock shall be entitled to receive out of the assets of the Corporation legally available for distribution 
or the proceeds thereof, after payment or provision for debts and other liabilities of the Corporation, but before 
any payment or distributions of the assets shall be made to holders of Common Shares or any other class or 
series of shares of the Corporation that ranks junior to the Series X Preferred Stock as to rights upon liquidation, 
dissolution or winding-up of the Corporation, an amount equal to the Liquidation Preference per share of Series 
X Preferred Stock. If upon such voluntary or involuntary liquidation, dissolution or winding-up, there are 
insufficient assets to permit full payment of liquidating distributions to the holders of Series X Preferred Stock and 
any Parity Preferred Stock as to rights upon liquidation, dissolution or winding-up of the Corporation, all 
payments of liquidating distributions on the Series X Preferred Stock and such Parity Preferred Stock shall be 
made so that the payments on the Series X Preferred Stock and such Parity Preferred Stock shall in all cases 
bear to each other the same ratio that the respective rights of the Series X Preferred Stock and such other Parity 
Preferred Stock (which shall not include any accumulation in respect of unpaid distributions for prior distribution 

Preferred Stock (which shall not include any accumulation in respect of unpaid distributions for prior distribution 
periods if such Parity Preferred Stock does not have cumulative distribution rights) upon liquidation, dissolution or 
winding-up of the Corporation bear to each other.  
(b) Notice. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the 
Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in 
such circumstances shall be payable, shall be given by (i) fax and (ii) by first class mail, postage pre-paid, not less 
than 10 and not more than 60 days prior to the payment date stated therein, to each record holder of the Series 
X Preferred Stock at the respective addresses of such holders as the same shall appear on the share transfer 
records of the Corporation.  
(c) No Further Rights. After payment of the full amount of the liquidating distributions to which they are entitled, 
the holders of Series X Preferred Stock will have no right or claim to any of the remaining assets of the 
Corporation.  
(d) Consolidation, Merger or Certain Other Transactions. The voluntary sale, conveyance, lease, exchange or 
transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or 
assets of the Corporation to, or the consolidation or merger or other business combination of the Corporation 
with or into, any corporation, trust or other entity (or of any corporation, trust or other entity with or into the 
Corporation) or a statutory share exchange shall not be deemed to constitute a liquidation, dissolution or winding-
up of the Corporation.  
4. Redemption. (a) Right of Optional Redemption. The Series X Preferred Stock may not be redeemed prior to 
September 7, 2004. On or after such date, the Corporation shall have the right to redeem the Series X Preferred 
Stock, in whole (but not in part), at any time, upon not less than 30 nor more than 60 days' written notice, at a 
redemption price, payable in cash, equal to the Liquidation Preference (the "Series X Redemption Price").  
(b) Limitation on Redemption. The redemption price of the Series X Preferred Stock will be payable solely to the 
extent such payment would be permitted as a distribution under the California Corporations Code.  
(c) Procedures for Redemption. (i) Notice of redemption will be (i) faxed, and (ii) mailed by the Corporation, 
postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the 
respective holders of record of the Series X Preferred Stock to be redeemed at their respective addresses as 
they appear on the transfer records of the Corporation. No failure to give or defect in such notice shall affect the 
validity of the proceedings for the redemption of any Series X Preferred Stock except as to the holder to whom 
such notice was defective or not given. In addition to any information required by law or by the applicable rules 
of any exchange upon which the Series X Preferred Stock may be listed or admitted to trading, each such notice 
shall state: (i) the redemption date, (ii) the redemption price,  
(iii) the number of shares of Series X Preferred Stock to be redeemed, (iv) the place or places where such shares 
of Series X Preferred Stock are to be surrendered for payment of the redemption price, (v) that distributions on 
the Series X Preferred Stock to be redeemed will cease to accumulate on such redemption date and (vi) that 
payment of the redemption price and any accumulated and unpaid distributions will be made upon presentation 
and surrender of such Series X Preferred Stock.  
(ii) If the Corporation gives a notice of redemption in respect of Series X Preferred Stock (which notice will be 
irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Corporation will deposit 
irrevocably in trust for the benefit of the Series X Preferred Stock being redeemed funds sufficient to pay the 
applicable Series X Redemption Price, and will give irrevocable instructions and authority to pay such Series X 
Redemption Price to the holders of the Series X Preferred Stock upon surrender of the certificate evidencing the 
Series X Preferred Stock by such holders at the place designated in the notice of redemption. On and after the 
date of redemption, distributions will cease to accumulate on the Series X Preferred Stock called for redemption, 
unless the Corporation defaults in the payment thereof. If any date fixed for redemption of Series X Preferred 
Stock is not a Business Day, then payment of the redemption price payable on such date will be made on the 
next succeeding day that is a Business Day (and without any interest or other payment in respect of any such 
delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the 
immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed 
for redemption. If payment of the Series X Redemption Price or any accumulated or unpaid distributions in 
respect of the Series X Preferred Stock is improperly withheld or refused and not paid by the Corporation, 
distributions on such Series X Preferred Stock will continue to accumulate from the original redemption date to 
the date of payment, in which case the actual payment date will be considered the date fixed for redemption for 

the date of payment, in which case the actual payment date will be considered the date fixed for redemption for 
purposes of calculating the applicable Series X Redemption Price.  
(d) Status of Redeemed Stock. Any Series X Preferred Stock that shall at any time have been redeemed shall 
after such redemption, have the status of authorized but unissued Preferred Stock, without designation as to class 
or series until such shares are once more designated as part of a particular class or series by the Board of 
Directors.  
5. Voting Rights. (a) General. Holders of the Series X Preferred Stock will not have any voting rights, except as 
set forth below.  
(b) Right to Elect Directors. If the Corporation shall fail to pay full cumulative dividends on the shares of Series X 
Preferred Stock or any of its preferred shares for six quarterly dividend payment periods, whether or not 
consecutive (a "Dividend Default"), the holders of all outstanding preferred shares, voting as a single class without 
regard to series, will be entitled to elect two Directors until full cumulative dividends for all past dividend payment 
periods on all preferred shares have been paid or declared and funds therefor set apart for payment. Such right to 
vote separately as a class to elect Directors shall, when vested, be subject, always, to the same provisions for the 
vesting of such right to elect Directors separately as a class in the case of future Dividend Defaults. At any time 
when such right to elect Directors separately as a class shall have so vested, the Corporation may call, and, upon 
the written request of the holders of record of not less than 20% of the total number of preferred shares of the 
Corporation then outstanding, shall call, a special meeting of stockholders for the election of Directors. In the 
case of such a written request, such special meeting shall be held within 90 days after the delivery of such request 
and, in either case, at the place and upon the notice provided by law and in the Bylaws of the Corporation; 
provided that the Corporation shall not be required to call such a special meeting if such request is received less 
than 120 days before the date fixed for the next ensuing Annual Meeting of Shareholders of the Corporation and 
the holders of all classes of outstanding preferred shares are afforded the opportunity to elect such Directors (or 
fill any vacancy) at such Annual Meeting of Shareholders. Directors elected as aforesaid shall serve until the next 
Annual Meeting of Shareholders of the Corporation or until their respective successors shall be elected and 
qualified. If, prior to the end of the term of any Director elected as aforesaid, a vacancy in the office of such 
Director shall occur during the continuance of a Dividend Default by reason of death, resignation, or disability, 
such vacancy shall be filled for the unexpired term by the appointment of a new Director for the unexpired term of 
such former Director, such appointment to be made by the remaining Director elected as aforesaid.  
(c) Certain Voting Rights. So long as any Series X Preferred Stock or Series X Preferred Units exchangeable 
into Series X Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote of the 
holders of a majority of the Series X Preferred Stock outstanding at the time  
(i) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking prior 
to the Series X Preferred Stock with respect to payment of distributions or rights upon liquidation, dissolution or 
winding-up or reclassify any authorized shares of the Corporation into any such shares, or create, authorize or 
issue any obligations or security convertible into or evidencing the right to purchase any such shares, (ii) designate 
or create, or increase the authorized or issued amount of, any Parity Preferred Stock or reclassify any authorized 
shares of the Corporation into any such shares, or create, authorize or issue any obligations or security 
convertible into or evidencing the right to purchase any such shares, but only to the extent such Parity Preferred 
Stock is issued to an Affiliate of the Corporation on terms that differ from the terms of any Parity Preferred Stock 
issued to the public or non-Affiliates of the Corporation, or (iii) either (A) consolidate, merge into or with, or 
convey, transfer or lease its assets substantially as an entirety, to any corporation or other entity, or (B) amend, 
alter or repeal the provisions of the Corporation's Charter (including this Certificate of Determination) or By-
laws, whether by merger, consolidation or otherwise, in each case that would materially and adversely affect the 
powers, special rights, preferences, privileges or voting power of the Series X Preferred Stock or the holders 
thereof; provided, however, that with respect to the occurrence of a merger, consolidation or a sale or lease of all 
of the Corporation's assets as an entirety, so long as (a) the Corporation is the surviving entity and the Series X 
Preferred Stock remains outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee 
entity is a corporation organized under the laws of any state and substitutes the Series X Preferred Stock for 
other preferred stock having substantially the same terms and same rights as the Series X Preferred Stock, 
including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the 
occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or 
voting powers of the holders of the Series X Preferred Stock; and provided, further, that any increase in the 
amount of authorized Preferred Stock or the creation or issuance of any other class or series of Preferred Stock, 
or any increase in an amount of authorized shares of each class or series, in each case ranking either (a) junior to 
the Series X Preferred Stock with respect to payment of distributions and the distribution of assets upon 

the Series X Preferred Stock with respect to payment of distributions and the distribution of assets upon 
liquidation, dissolution or winding-up, or (b) on a parity with the Series X Preferred Stock with respect to 
payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such 
Preferred Stock is not issued to an Affiliate of the Corporation on terms that differ from the terms of any Parity 
Preferred Stock issued to the public or non-Affiliates of the Corporation, shall not be deemed to materially and 
adversely affect such rights, preferences, privileges or voting powers.  
The affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of this Series and any 
other series of preferred shares ranking on a parity with this Series as to dividends and upon liquidation, voting as 
a single class without regard to series, will be required to issue, authorize or increase the authorized amount of 
any class or series of shares ranking prior to this Series as to dividends or upon liquidation or to issue or authorize 
any obligation or security convertible into or evidencing a right to purchase any such security, but subject to 
Section 5(c)(ii) hereof, the Articles of Incorporation may be amended to increase the number of authorized 
preferred shares ranking on a parity with or junior to this Series or to create another class of preferred shares 
ranking on a parity with or junior to this Series without the vote of the holders of outstanding shares of this Series.  
6. Conversion. The holders of the Series X Preferred Stock shall not have any rights to convert such shares into 
shares of any other class or series of stock or into any other securities of, or interest in, the Corporation.  
7. No Sinking Fund. No sinking fund shall be established for the retirement or redemption of Series X Preferred 
Stock.  
8. No Preemptive Rights. No holder of the Series X Preferred Stock of the Corporation shall, as such holder, 
have any preemptive rights to purchase or subscribe for additional shares of stock of the Corporation or any 
other security of the Corporation which it may issue or sell.  
Exhibit 3.4  
AMENDMENT TO  
CERTIFICATE OF DETERMINATION OF PREFERENCES  
OF  
8-7/8% SERIES X CUMULATIVE REDEEMABLE  
PREFERRED STOCK  
OF  
PS BUSINESS PARKS, INC.  
[As filed in the office of the Secretary of State of the State of California on September 24, 1999]  
The undersigned, David Goldberg and Jack E. Corrigan, Vice President and Secretary, respectively, of PS 
BUSINESS PARKS, INC., a California corporation (the "Corporation"), do hereby certify:  
FIRST: Pursuant to and in accordance with the provisions of Section 401 of the California Corporations Code 
and the Restated Articles of Incorporation of the Corporation, the Board of Directors of the Corporation has 
duly adopted the resolution attached hereto as Exhibit A and incorporated herein by reference authorizing and 
increasing the authorized number of shares of the Corporation's 8-7/8% Series X Cumulative Redeemable 
Preferred Stock from 1,200,000 to 1,600,000, for a net increase of 400,000 shares.  
SECOND: None of the shares of the Corporation's 8-7/8% Series X Cumulative Redeemable Preferred Stock 
has been issued.  
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in 
the foregoing certificate are true and correct of our own knowledge.  
IN WITNESS WHEREOF, the undersigned have executed this certificate this 23rd day of September, 1999.  
/s/ DAVID GOLDBERG 
-------------------------- 
David Goldberg, Vice President

Exhibit 3.4  
AMENDMENT TO  
CERTIFICATE OF DETERMINATION OF PREFERENCES  
OF  
8-7/8% SERIES X CUMULATIVE REDEEMABLE  
PREFERRED STOCK  
OF  
PS BUSINESS PARKS, INC.  
[As filed in the office of the Secretary of State of the State of California on September 24, 1999]  
The undersigned, David Goldberg and Jack E. Corrigan, Vice President and Secretary, respectively, of PS 
BUSINESS PARKS, INC., a California corporation (the "Corporation"), do hereby certify:  
FIRST: Pursuant to and in accordance with the provisions of Section 401 of the California Corporations Code 
and the Restated Articles of Incorporation of the Corporation, the Board of Directors of the Corporation has 
duly adopted the resolution attached hereto as Exhibit A and incorporated herein by reference authorizing and 
increasing the authorized number of shares of the Corporation's 8-7/8% Series X Cumulative Redeemable 
Preferred Stock from 1,200,000 to 1,600,000, for a net increase of 400,000 shares.  
SECOND: None of the shares of the Corporation's 8-7/8% Series X Cumulative Redeemable Preferred Stock 
has been issued.  
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in 
the foregoing certificate are true and correct of our own knowledge.  
IN WITNESS WHEREOF, the undersigned have executed this certificate this 23rd day of September, 1999.  
 
EXHIBIT A  
RESOLUTION OF THE BOARD OF DIRECTORS  
OF PS BUSINESS PARKS, INC.  
INCREASING THE AUTHORIZED NUMBER OF  
SHARES OF 8-7/8% SERIES X  
CUMULATIVE REDEEMABLE PREFERRED STOCK  
RESOLVED: That pursuant to the authority conferred upon the Board of Directors by Article III of the Restated 
Articles of Incorporation of this Corporation and the resolutions creating the corporation's 8-7/8% Series X 
Cumulative Redeemable Preferred Stock, the number of shares constituting the corporation's 8-7/8% Series X 
Cumulative Redeemable Preferred Stock is increased from 1,200,000 shares to 1,600,000 shares.  
Exhibit 10.16  
/s/ DAVID GOLDBERG 
-------------------------- 
David Goldberg, Vice President
 
 
/s/ JACK E. CORRIGAN 
-------------------------- 
Jack E. Corrigan, Secretary 

EXHIBIT A  
RESOLUTION OF THE BOARD OF DIRECTORS  
OF PS BUSINESS PARKS, INC.  
INCREASING THE AUTHORIZED NUMBER OF  
SHARES OF 8-7/8% SERIES X  
CUMULATIVE REDEEMABLE PREFERRED STOCK  
RESOLVED: That pursuant to the authority conferred upon the Board of Directors by Article III of the Restated 
Articles of Incorporation of this Corporation and the resolutions creating the corporation's 8-7/8% Series X 
Cumulative Redeemable Preferred Stock, the number of shares constituting the corporation's 8-7/8% Series X 
Cumulative Redeemable Preferred Stock is increased from 1,200,000 shares to 1,600,000 shares.  
Exhibit 10.16  
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT  
dated as of August 19, 1999  
among  
PS BUSINESS PARKS, L.P.,  
THE LENDERS LISTED HEREIN,  
and  
WELLS FARGO BANK, NATIONAL ASSOCIATION,  
as Agent  
                                TABLE OF CONTENTS 
 
                                                                           Page
 
 
ARTICLE I.  THE AMENDMENTS....................................................1
 
         SECTION 1.1.  Definitions............................................1
 
         SECTION 1.2.  Extension Fee..........................................3
 
         SECTION 1.3.  Extension..............................................3
 
         SECTION 1.4.  Financial Information..................................4
 
         SECTION 1.5.  Intentially Deleted....................................4
 
         SECTION 1.6.  Minimum Tangible Net Worth.............................4
 
         SECTION 1.7.  Fixed Charge Coverage..................................4
 
         SECTION 1.8.  Financial Statements and Other Reports.................4
 
         SECTION 1.9.  Environmental Matters..................................5
 
 
ARTICLE II.  CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT....................6
 

Exhibit 10.16  
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT  
dated as of August 19, 1999  
among  
PS BUSINESS PARKS, L.P.,  
THE LENDERS LISTED HEREIN,  
and  
WELLS FARGO BANK, NATIONAL ASSOCIATION,  
as Agent  
 
i  
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT  
                                TABLE OF CONTENTS 
 
                                                                           Page
 
 
ARTICLE I.  THE AMENDMENTS....................................................1
 
         SECTION 1.1.  Definitions............................................1
 
         SECTION 1.2.  Extension Fee..........................................3
 
         SECTION 1.3.  Extension..............................................3
 
         SECTION 1.4.  Financial Information..................................4
 
         SECTION 1.5.  Intentially Deleted....................................4
 
         SECTION 1.6.  Minimum Tangible Net Worth.............................4
 
         SECTION 1.7.  Fixed Charge Coverage..................................4
 
         SECTION 1.8.  Financial Statements and Other Reports.................4
 
         SECTION 1.9.  Environmental Matters..................................5
 
 
ARTICLE II.  CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT....................6
 
 
ARTICLE III.  REPRESENTATIONS OF BORROWER.....................................7
 
 
ARTICLE IV.  MISCELLANEOUS....................................................7
 
         SECTION 4.1.  Capitalized Terms......................................7
 
         SECTION 4.2.  Ratification...........................................7
 
         SECTION 4.3.  Counterparts...........................................7
 
         SECTION 4.4.  Governing Law..........................................7

 
i  
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT  
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") dated as of 
August 19, 1999 among PS BUSINESS PARKS, L.P., a California limited partnership (the "Borrower"), the 
lenders listed on the signature pages hereof ("Lenders"), and WELLS FARGO BANK, NATIONAL 
ASSOCIATION, as agent and representative for the Lenders (in such capacity, the "Agent").  
WHEREAS, Borrower, the Agent and the lenders listed on the signature pages thereof entered into that certain 
Revolving Credit Agreement ("Original Agreement") dated as of August 6, 1998;  
WHEREAS, Borrower, the Lenders and the Agent wish to extend the Maturity Date to August 6, 2002 and 
make certain other amendments to the Original Agreement. The Original Agreement, as modified by this 
Amendment may be referred to herein as the "Credit Agreement";  
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter 
set forth, the Borrower, the Lenders and the Agent agree as follows:  
ARTICLE I.  
THE AMENDMENTS  
SECTION 1.1. Definitions. The following terms shall be added to, or shall be substituted in lieu of the 
                                TABLE OF CONTENTS 
 
                                                                           Page
 
 
ARTICLE I.  THE AMENDMENTS....................................................1
 
         SECTION 1.1.  Definitions............................................1
 
         SECTION 1.2.  Extension Fee..........................................3
 
         SECTION 1.3.  Extension..............................................3
 
         SECTION 1.4.  Financial Information..................................4
 
         SECTION 1.5.  Intentially Deleted....................................4
 
         SECTION 1.6.  Minimum Tangible Net Worth.............................4
 
         SECTION 1.7.  Fixed Charge Coverage..................................4
 
         SECTION 1.8.  Financial Statements and Other Reports.................4
 
         SECTION 1.9.  Environmental Matters..................................5
 
 
ARTICLE II.  CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT....................6
 
 
ARTICLE III.  REPRESENTATIONS OF BORROWER.....................................7
 
 
ARTICLE IV.  MISCELLANEOUS....................................................7
 
         SECTION 4.1.  Capitalized Terms......................................7
 
         SECTION 4.2.  Ratification...........................................7
 
         SECTION 4.3.  Counterparts...........................................7
 
         SECTION 4.4.  Governing Law..........................................7

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT  
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") dated as of 
August 19, 1999 among PS BUSINESS PARKS, L.P., a California limited partnership (the "Borrower"), the 
lenders listed on the signature pages hereof ("Lenders"), and WELLS FARGO BANK, NATIONAL 
ASSOCIATION, as agent and representative for the Lenders (in such capacity, the "Agent").  
WHEREAS, Borrower, the Agent and the lenders listed on the signature pages thereof entered into that certain 
Revolving Credit Agreement ("Original Agreement") dated as of August 6, 1998;  
WHEREAS, Borrower, the Lenders and the Agent wish to extend the Maturity Date to August 6, 2002 and 
make certain other amendments to the Original Agreement. The Original Agreement, as modified by this 
Amendment may be referred to herein as the "Credit Agreement";  
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter 
set forth, the Borrower, the Lenders and the Agent agree as follows:  
ARTICLE I.  
THE AMENDMENTS  
SECTION 1.1. Definitions. The following terms shall be added to, or shall be substituted in lieu of the 
corresponding terms in, Section 1.1 of the Original Agreement:  
"Applicable Margin" means, with respect to each Loan, the respective percentages per annum determined, at any 
time, based on the range into which Borrower's Credit Rating then falls, in accordance with the table set forth 
below. Any change in Borrower's Credit Rating causing it to move to a different range on the table shall effect an 
immediate change in the Applicable Margin (including existing Loans). Promptly after learning of a change in the 
Borrower's Credit Rating, Agent shall give notice of such change to the Lenders and include in such notice the 
new Applicable Margin and the effective date of such change. In the event that more than one (1) different Credit 
Rating has been assigned, the lower of the Credit Ratings will prevail.  
1  
GRID A:  
 
GRID B:  
                                                            Applicable 
                                                            Margin for               Applicable 
                        Range of                            Base Rate                Margin for 
                        Borrower's                          Loans                    LIBOR Loans 
                        Credit Rating                       (% per annum)            (% per annum)
                        -------------                       -------------            -------------
 
Level I                 A-/A3 
                        or better                                   0.0                    0.75 
 
Level II                BBB+/Baa1                                   0.0                    0.80 
 
Level III               BBB/Baa2                                    0.0                    0.95 
 
Level IV                BBB-/Baa3                                   0.0                    1.00 
 
Level V                 Unrated or Below Investment Grade           0.0              See Grid B 
                                                            Applicable 
                                                            Margin for               Applicable 
                                                            Base Rate                Margin for 
                                                            Loans                    LIBOR Loans 
                        Leverage                            (% per annum)            (% per annum)

GRID A:  
 
GRID B:  
 
"Equity Offering Net Proceeds" means, cumulatively, the Net cash proceeds received and the value of assets 
acquired (net of Debt incurred or assumed in connection therewith) through the issuance of Capital Stock of any 
Borrower Party after the Amendment Date, excluding any amounts attributable to mandatorily redeemable 
preferred stock (other than preferred stock redeemable solely with common stock). "Net" means net of 
underwriters' discounts, commission and other reasonable out-of-pocket expenses actually paid to any Person 
(other than any Borrower Party or any Affiliate thereof).  
"Fee Letter" means that certain letter dated August 19, 1999 between the Borrower and the Agent.  
"Fixed Charges" means, for any Fiscal Quarter, and without duplication, Interest Expense for such Fiscal 
Quarter, plus scheduled principal amortization payments (other than balloon payments) on Debt of the Borrower 
Parties and the Consolidated Entities during such Fiscal Quarter, plus the Capital Expenditure Reserve, plus all 
dividends and other distributions paid during such Fiscal Quarter to holders of preferred stock or preferred 
partnership units of the Borrower Parties and the Consolidated Entities.  
2  
"Liquidated Cost" shall have the meaning set forth in Section 5.12.  
"Maturity Date" means at any time, the then-applicable maturity date specified hereunder. The initial Maturity 
Date shall be August 6, 2002, although such date may be extended by the Lenders as provided in Section 2.5.2 
hereof.  
"Revolving Loan Note" means a Note made by the Borrower payable to the order of a particular Lender, in the 
amount of such Lender's Revolving Commitment, which note is substantially in the form of Exhibit A-1, as 
                                                            Applicable 
                                                            Margin for               Applicable 
                        Range of                            Base Rate                Margin for 
                        Borrower's                          Loans                    LIBOR Loans 
                        Credit Rating                       (% per annum)            (% per annum)
                        -------------                       -------------            -------------
 
Level I                 A-/A3 
                        or better                                   0.0                    0.75 
 
Level II                BBB+/Baa1                                   0.0                    0.80 
 
Level III               BBB/Baa2                                    0.0                    0.95 
 
Level IV                BBB-/Baa3                                   0.0                    1.00 
 
Level V                 Unrated or Below Investment Grade           0.0              See Grid B 
                                                            Applicable 
                                                            Margin for               Applicable 
                                                            Base Rate                Margin for 
                                                            Loans                    LIBOR Loans 
                        Leverage                            (% per annum)            (% per annum)
                        -------------                       -------------            -------------
 
Level I                 Less than or Equal to 25%                   0.0                    1.05 
 
Level II                > 25% Less than or Equal to 35%             0.0                    1.10 
 
Level III               > 35% Less than or Equal to 45%             0.0                    1.20 
 
Level IV                > 45%                                       0.0                    1.35 

"Liquidated Cost" shall have the meaning set forth in Section 5.12.  
"Maturity Date" means at any time, the then-applicable maturity date specified hereunder. The initial Maturity 
Date shall be August 6, 2002, although such date may be extended by the Lenders as provided in Section 2.5.2 
hereof.  
"Revolving Loan Note" means a Note made by the Borrower payable to the order of a particular Lender, in the 
amount of such Lender's Revolving Commitment, which note is substantially in the form of Exhibit A-1, as 
amended (including any amendments and restatements thereof) from time to time.  
SECTION 1.2. Extension Fee. Section 2.4.2 of the Original Agreement is hereby deleted in its entirety.  
SECTION 1.3. Extension. Section 2.5.2 of the Original Agreement is hereby deleted in its entirety and the 
following shall be substituted in lieu thereof:  
2.5.2. Extension. Borrowers may request extensions of the Maturity Date by making such request to Agent 
("Extension Notice") in writing at least ninety (90) days prior to each anniversary of the Closing Date 
(commencing with the anniversary falling on August 6, 2000). The Agent and the Lenders have no obligation to 
extend the Maturity Date and the Maturity Date shall not be extended unless (i) the Borrower is in full compliance 
with all of the terms, conditions and covenants of this Agreement at the time of request and on the applicable 
anniversary Date, (ii) all of the Lenders and the Agent have agreed to do so in writing, (iii) Borrower shall, on or 
prior to the applicable anniversary, have executed and delivered to the Agent an extension agreement in the form 
provided by Agent, and (iv) Borrower shall, on or prior to the applicable anniversary, provided all Lenders shall 
have approved the request, have remitted to the Agent any extension fee, and have satisfied any other conditions 
to extension, agreed to between Borrower and the Agent. If Borrower's request for extension is approved and 
the other foregoing conditions are met, then (i) the extension of the Maturity Date shall be for a period of one (1) 
year and (ii) such extension shall be effective as of the applicable anniversary. The Agent and the Lenders shall 
have a period of forty-five (45) days from receipt of written notice of Borrowers' intention to extend the Maturity 
Date to approve such extension, in their sole and absolute discretion. If Borrower has not received written notice 
of the Lenders' intention to extend the Maturity Date within such forty-five (45) day period, then the extension 
request shall be deemed to be not approved. If an extension is granted, Borrower may request subsequent one 
(1) year extensions subject to the same criteria and procedures established in this Section 2.5.2. As an example, 
in order to extend the initial Maturity Date, Borrower must notify Agent at least ninety (90) days prior to August 
6, 2000. If approved, the Maturity Date would then be extended from August 6, 2002 to August 6, 2003. In the 
event that Borrower's initial request for extension is not granted, any subsequent request for extension is not 
granted, or Borrower does not request an extension pursuant to this Section 2.5.2, then, commencing on the 
Maturity Date, Borrower shall no longer be able to obtain Loans hereunder and all outstanding Loans shall 
become all due and payable.  
3  
SECTION 1.4. Financial Information. Section 4.5.1 of the Original Agreement is hereby amended by deleting 
the dates "December 31, 1996" and "December 31, 1997" and substituting in lieu thereof the dates "December 
31, 1997" and "December 31, 1998" respectively. Section 4.5.2 of the Original Agreement is hereby amended 
by deleting the words "September 30, 1997 and March 31, 1998" and substituting in lieu thereof the words "June 
30, 1999".  
SECTION 1.5. [Intentially Deleted].  
SECTION 1.6. Minimum Tangible Net Worth. Section 6.4.3 of the Original Agreement is hereby deleted in its 
entirety and the following shall be substituted in lieu thereof:  
6.4.3. Minimum Tangible Net Worth. Tangible Net Worth of Borrower and Guarantor shall not be less than, at 
any time: (i) $675,000,000 plus (ii) ninety percent (90%) of Equity Offering Net Proceeds.  
SECTION 1.7. Fixed Charge Coverage. Section 6.4.6 of the Original Agreement is hereby deleted in its entirety 
and the following shall be substituted in lieu thereof:  

SECTION 1.4. Financial Information. Section 4.5.1 of the Original Agreement is hereby amended by deleting 
the dates "December 31, 1996" and "December 31, 1997" and substituting in lieu thereof the dates "December 
31, 1997" and "December 31, 1998" respectively. Section 4.5.2 of the Original Agreement is hereby amended 
by deleting the words "September 30, 1997 and March 31, 1998" and substituting in lieu thereof the words "June 
30, 1999".  
SECTION 1.5. [Intentially Deleted].  
SECTION 1.6. Minimum Tangible Net Worth. Section 6.4.3 of the Original Agreement is hereby deleted in its 
entirety and the following shall be substituted in lieu thereof:  
6.4.3. Minimum Tangible Net Worth. Tangible Net Worth of Borrower and Guarantor shall not be less than, at 
any time: (i) $675,000,000 plus (ii) ninety percent (90%) of Equity Offering Net Proceeds.  
SECTION 1.7. Fixed Charge Coverage. Section 6.4.6 of the Original Agreement is hereby deleted in its entirety 
and the following shall be substituted in lieu thereof:  
6.4.6. Fixed Charge Coverage. At any time, the ratio of EBITDA to Fixed Charges for the most recently 
completed Fiscal Quarter shall not be less than 1.75:1.0.  
SECTION 1.8. Financial Statements and Other Reports. Sections 5.1.2 through 5.1.5 of the Original Agreement 
are hereby deleted in their entirety and the following shall be substituted in lieu thereof:  
5.1.2. As soon as practicable and in any event within fifty (50) days after the end of each of the first three (3) 
Fiscal Quarters during each Fiscal Year a consolidated balance sheet of the Borrower Parties as of the end of 
such quarter and the related consolidated statements of income, stockholders' equity and cash flow for such 
quarter and the portion of the Fiscal Year ended at the end of such quarter, setting forth in each case in 
comparative form the consolidated figures for the corresponding periods of the prior Fiscal Year, all in 
reasonable detail and certified by the Guarantor's chief financial officer as fairly presenting the consolidated 
financial condition of the Borrower Parties as of the dates indicated and the consolidated results of operations 
and cash flows for the periods indicated, subject to normal year-end adjustments and made in accordance with 
GAAP.  
5.1.3. Within ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and within fifty (50) 
days after the end of each other Fiscal Quarter, a certificate of the senior vice-president, corporate finance, chief 
financial officer, controller or treasurer of the Guarantor substantially in the form of Exhibit F (a "Compliance 
Certificate"), (a) duly  
4  
completed setting forth the calculations required to establish Availability and compliance with Section 6.4 on the 
date of such financial statements and (b) stating that, to the best knowledge of such officer, after making such 
inquiry and other investigation as such officer deems reasonable under the circumstances, no Default exists or, if a 
Default does exist, the nature thereof and the action that the Borrower proposes to take with respect thereto;  
5.1.4. Within ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and within fifty (50) 
days after the end of each other Fiscal Quarter, a report showing Available Financing as of the end of such Fiscal 
Quarter.  
5.1.5. An Unencumbered Pool report which includes for each Unencumbered Asset, the Property NOI for such 
Fiscal Quarter with reasonable detail as to all Property Expenses, Capital Expenditures incurred, and average 
Occupancy Rate during the Fiscal Quarter. This portion of the report shall be submitted to the Agent within 
ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and within fifty (50) days after the 
end of each other Fiscal Quarter.  
SECTION 1.9. Environmental Matters. Section 5.12.1 of the Original Agreement is hereby deleted in its entirety 
and the following shall be substituted in lieu thereof:  

completed setting forth the calculations required to establish Availability and compliance with Section 6.4 on the 
date of such financial statements and (b) stating that, to the best knowledge of such officer, after making such 
inquiry and other investigation as such officer deems reasonable under the circumstances, no Default exists or, if a 
Default does exist, the nature thereof and the action that the Borrower proposes to take with respect thereto;  
5.1.4. Within ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and within fifty (50) 
days after the end of each other Fiscal Quarter, a report showing Available Financing as of the end of such Fiscal 
Quarter.  
5.1.5. An Unencumbered Pool report which includes for each Unencumbered Asset, the Property NOI for such 
Fiscal Quarter with reasonable detail as to all Property Expenses, Capital Expenditures incurred, and average 
Occupancy Rate during the Fiscal Quarter. This portion of the report shall be submitted to the Agent within 
ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and within fifty (50) days after the 
end of each other Fiscal Quarter.  
SECTION 1.9. Environmental Matters. Section 5.12.1 of the Original Agreement is hereby deleted in its entirety 
and the following shall be substituted in lieu thereof:  
5.12.1. Promptly upon discovery of any violation or alleged violation of Environmental Requirements with respect 
to any Real Property of any Borrower Party, the Borrower shall attempt in good faith as soon as practicable to 
determine the cost to remediate such violation of Environmental Requirements and the Borrower shall thereupon 
notify the Agent in writing of the Borrower's reasonable, good faith estimate of the cost to remediate such 
violation or alleged violation. Such good faith estimate of the cost of remediation (exclusive of costs and expenses 
of investigation), as revised from time to time pursuant hereto, shall be deemed to be the "Liquidated Cost" of 
such violation or alleged violation of Environmental Requirements. From time to time thereafter, not less than 
ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and not less than fifty (50) days 
after the end of each other Fiscal Quarter, the Borrower shall review and update all Liquidated Costs and shall 
deliver a written report to the Agent setting forth, in reasonable detail, each Liquidated Cost in excess of One 
Million Dollars ($1,000,000), the basis for the determination of the Liquidated Cost, and the Borrower's plans 
with respect to such violation or alleged violation of Environmental Requirements.  
ARTICLE II.  
CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT  
The closing hereunder shall occur on the date when each of the following conditions is satisfied (or waived by the 
Agent and the Lenders) (the "Amendment Date"), each document to be dated the Amendment Date unless 
otherwise indicated:  
5  
(a) the Borrower shall have executed and delivered to the Agent duly executed original Notes for the account of 
each Lender dated as of the Closing Date complying with the provisions of Section 2.3 of the Credit Agreement;  
(b) the Borrower, the Agent and each of the Lenders shall have executed and delivered to the Borrower and the 
Agent a duly executed original of this Amendment;  
(c) Guarantor shall have executed and delivered to the Agent a duly executed consent to this Amendment 
reaffirming Guarantor's obligations under the Guaranty;  
(d) the Agent shall have received all documents the Agent may reasonably request relating to the existence of the 
Borrower and Guarantor, the authority for and the validity of this Amendment and the other Loan Documents, 
and any other matters relevant hereto, all in form and substance satisfactory to the Agent. Such documentation 
shall include, without limitation, the agreement of limited partnership of the Borrower, as well as the certificate of 
limited partnership of the Borrower, both as amended, modified or supplemented to the Amendment Date, 
certified to be true, correct and complete by a senior officer of the Borrower as of a date not more than ten (10) 
days prior to the Amendment Date, as well as the articles of incorporation and bylaws of Guarantor, as amended, 
modified or supplemented to the Amendment Date, certified to be true, correct and complete by a senior officer 

(a) the Borrower shall have executed and delivered to the Agent duly executed original Notes for the account of 
each Lender dated as of the Closing Date complying with the provisions of Section 2.3 of the Credit Agreement;  
(b) the Borrower, the Agent and each of the Lenders shall have executed and delivered to the Borrower and the 
Agent a duly executed original of this Amendment;  
(c) Guarantor shall have executed and delivered to the Agent a duly executed consent to this Amendment 
reaffirming Guarantor's obligations under the Guaranty;  
(d) the Agent shall have received all documents the Agent may reasonably request relating to the existence of the 
Borrower and Guarantor, the authority for and the validity of this Amendment and the other Loan Documents, 
and any other matters relevant hereto, all in form and substance satisfactory to the Agent. Such documentation 
shall include, without limitation, the agreement of limited partnership of the Borrower, as well as the certificate of 
limited partnership of the Borrower, both as amended, modified or supplemented to the Amendment Date, 
certified to be true, correct and complete by a senior officer of the Borrower as of a date not more than ten (10) 
days prior to the Amendment Date, as well as the articles of incorporation and bylaws of Guarantor, as amended, 
modified or supplemented to the Amendment Date, certified to be true, correct and complete by a senior officer 
of Guarantor as of a date not more than ten (10) days prior to the Amendment Date;  
(e) the Borrower and Guarantor shall have taken all actions required to authorize the execution and delivery of 
this Amendment and the other Loan Documents and the performance thereof by the Borrower and Guarantor, as 
the case may be;  
(f) the Agent shall have received, for its and any other Lender's account and the account of Gibson, Dunn & 
Crutcher LLP, all fees due and payable pursuant to the Lender Fee Letter on or before the Amendment Date;  
(g) the Borrower shall have executed and delivered to the Agent a duly executed original of the Fee Letter;  
(h) no Default or Event of Default shall have occurred; and  
(i) each of the Notes executed by Borrower in connection with the Original Agreement shall have been 
surrendered by the relevant Lender to the Agent for cancellation and return to the Borrower simultaneously with 
the Closing (it being acknowledged and agreed by the Lenders that the Notes originally executed by Borrower as 
of the Closing Date in connection with the Original Agreement (which are being replaced as of the Amendment 
Date by amended and restated notes) shall be deemed canceled, paid in full and of no further force and effect as 
of the Amendment Date.  
6  
ARTICLE III.  
REPRESENTATIONS OF BORROWER  
The Borrower hereby represents and warrants to the Agent and each of the Lenders the following:  
(a) All of the representations and warranties contained in the Original Agreement are true and correct on and as 
of the date hereof and will be true and correct after giving effect to this Amendment; the foregoing representation 
and warranty is not intended to modify Section 7.1.4 of the Credit Agreement.  
(b) No event which constitutes a Default or an Event of Default under the Original Agreement, as amended 
hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment.  
(c) The Borrower has the power and authority to execute and deliver this Amendment and to perform its 
obligations under the Original Agreement, as amended hereby, and under the Notes; and all such action has been 
duly authorized by all necessary proceeding on its part. Each of the Original Agreement, this Amendment and the 
Notes has been duly and validly executed and delivered by the Borrower and constitutes the valid and legally 
binding obligation of the Borrower enforceable in accordance with its terms, except as limited by moratorium, 
bankruptcy, reorganization, insolvency or other laws affecting creditor's rights generally or by the exercise of 

ARTICLE III.  
REPRESENTATIONS OF BORROWER  
The Borrower hereby represents and warrants to the Agent and each of the Lenders the following:  
(a) All of the representations and warranties contained in the Original Agreement are true and correct on and as 
of the date hereof and will be true and correct after giving effect to this Amendment; the foregoing representation 
and warranty is not intended to modify Section 7.1.4 of the Credit Agreement.  
(b) No event which constitutes a Default or an Event of Default under the Original Agreement, as amended 
hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment.  
(c) The Borrower has the power and authority to execute and deliver this Amendment and to perform its 
obligations under the Original Agreement, as amended hereby, and under the Notes; and all such action has been 
duly authorized by all necessary proceeding on its part. Each of the Original Agreement, this Amendment and the 
Notes has been duly and validly executed and delivered by the Borrower and constitutes the valid and legally 
binding obligation of the Borrower enforceable in accordance with its terms, except as limited by moratorium, 
bankruptcy, reorganization, insolvency or other laws affecting creditor's rights generally or by the exercise of 
judicial discretion in accordance with general principles of equity.  
ARTICLE IV.  
MISCELLANEOUS  
SECTION 4.1 Capitalized Terms The capitalized terms used herein which are defined in the Original Agreement 
and not otherwise defined herein shall have the meanings specified therein.  
SECTION 4.2 Ratification The Original Agreement, as hereby amended, is in all respects ratified and confirmed, 
and all other rights and powers created thereby or thereunder shall be and remain in full force and effect.  
SECTION 4.3 Counterparts This Amendment may be executed in several counterparts, and each counterpart, 
when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall 
constitute one and the same instrument.  
SECTION 4.4 Governing Law THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS AND THE 
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE 
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF 
CALIFORNIA EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW (WITHOUT GIVING 
EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW).  
7  
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their 
respective authorized officers as of the day and year first above written.  
Borrower:  
PS BUSINESS PARKS, L.P.,  
a California limited partnership  
By: PS BUSINESS PARKS, INC.,  
a California corporation,  
General Partner  
By: /s/ Ronald L. Havner 
    ----------------------
    Name: Ronald L. Havner

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their 
respective authorized officers as of the day and year first above written.  
Borrower:  
PS BUSINESS PARKS, L.P.,  
a California limited partnership  
By: PS BUSINESS PARKS, INC.,  
a California corporation,  
General Partner  
 
Address: PS BUSINESS PARKS, L.P.  
701 Western Avenue  
Glendale, California 91201  
Attn: Chief Financial Officer  
Telephone: (818) 244-8080  
Telecopier:(818) 244-9267  
Agent:  
Wells Fargo Bank, National Association  
 
Address: Wells Fargo Bank, National Association 2030 Main Street, 8th Floor Irvine, California 92614 
Attention: Office Manager Telephone: (949) 251-4300 Telecopier: (949) 851-9728  
Lender:  
Wells Fargo Bank, National Association  
 
Address: Wells Fargo Bank, National Association 2030 Main Street, 8th Floor Irvine, California 92614 
Attention: Office Manager Telephone: (949) 251-4300 Telecopier: (949) 851-9728  
LIBOR LENDING OFFICE:  
Wells Fargo Bank, National Association  
2120 East Park Place, Suite 100  
El Segundo, California 90245  
By: /s/ Ronald L. Havner 
    ----------------------
    Name: Ronald L. Havner
    Title: President 
By: /s/ Sharon Fisher 
    ----------------------
    Name: Sharon Fisher 
    Title: Vice President 
By: /s/ Sharon Fisher 
    ----------------------
    Name: Sharon Fisher 
    Title: Vice President 

Agent:  
Wells Fargo Bank, National Association  
 
Address: Wells Fargo Bank, National Association 2030 Main Street, 8th Floor Irvine, California 92614 
Attention: Office Manager Telephone: (949) 251-4300 Telecopier: (949) 851-9728  
Lender:  
Wells Fargo Bank, National Association  
 
Address: Wells Fargo Bank, National Association 2030 Main Street, 8th Floor Irvine, California 92614 
Attention: Office Manager Telephone: (949) 251-4300 Telecopier: (949) 851-9728  
LIBOR LENDING OFFICE:  
Wells Fargo Bank, National Association  
2120 East Park Place, Suite 100  
El Segundo, California 90245  
Attention: Anne Colvin  
Telephone: (310) 335-9458  
Telecopier: (310) 615-1014  
CONSENT OF GUARANTOR  
The undersigned, PS BUSINESS PARKS, INC., a California corporation ("Guarantor"), (i) hereby consents to 
the foregoing First Amendment to Revolving Credit Agreement dated as of August 19, 1999 (the "First 
Amendment") among PS BUSINESS PARKS, L.P., a California limited partnership ("Borrower"), the lenders 
listed therein (the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent (in such 
capacity, the "Agent"), and (ii) hereby reaffirms its obligations under that certain General Continuing Repayment 
Guaranty dated as of August 6, 1998 made by Guarantor in favor of the Lenders and the Agent pursuant to 
which, among other things, Guarantor guarantees the payment and performance of Borrower's obligations under 
the Revolving Credit Agreement dated as of August 6, 1998 among Borrower, the Lenders and the Agent, as 
amended by the First Amendment.  
PS BUSINESS PARKS, INC.,  
a California corporation  
 
By: /s/ Sharon Fisher 
    ----------------------
    Name: Sharon Fisher 
    Title: Vice President 
By: /s/ Sharon Fisher 
    ----------------------
    Name: Sharon Fisher 
    Title: Vice President 
By: /s/ Ronald L. Havner 
    ----------------------
    Name: Ronald L. Havner
    Title: President 

Lender:  
Wells Fargo Bank, National Association  
 
Address: Wells Fargo Bank, National Association 2030 Main Street, 8th Floor Irvine, California 92614 
Attention: Office Manager Telephone: (949) 251-4300 Telecopier: (949) 851-9728  
LIBOR LENDING OFFICE:  
Wells Fargo Bank, National Association  
2120 East Park Place, Suite 100  
El Segundo, California 90245  
Attention: Anne Colvin  
Telephone: (310) 335-9458  
Telecopier: (310) 615-1014  
CONSENT OF GUARANTOR  
The undersigned, PS BUSINESS PARKS, INC., a California corporation ("Guarantor"), (i) hereby consents to 
the foregoing First Amendment to Revolving Credit Agreement dated as of August 19, 1999 (the "First 
Amendment") among PS BUSINESS PARKS, L.P., a California limited partnership ("Borrower"), the lenders 
listed therein (the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent (in such 
capacity, the "Agent"), and (ii) hereby reaffirms its obligations under that certain General Continuing Repayment 
Guaranty dated as of August 6, 1998 made by Guarantor in favor of the Lenders and the Agent pursuant to 
which, among other things, Guarantor guarantees the payment and performance of Borrower's obligations under 
the Revolving Credit Agreement dated as of August 6, 1998 among Borrower, the Lenders and the Agent, as 
amended by the First Amendment.  
PS BUSINESS PARKS, INC.,  
a California corporation  
 
Exhibit 10.23  
PS BUSINESS PARKS, L.P.  
AMENDMENT TO AGREEMENT OF LIMITED  
PARTNERSHIP RELATING TO  
8 3/4% SERIES C 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 3rd 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 by that certain Amendment to Agreement of Limited Partnership Relating to 8 3/4% Series B 
By: /s/ Sharon Fisher 
    ----------------------
    Name: Sharon Fisher 
    Title: Vice President 
By: /s/ Ronald L. Havner 
    ----------------------
    Name: Ronald L. Havner
    Title: President 

CONSENT OF GUARANTOR  
The undersigned, PS BUSINESS PARKS, INC., a California corporation ("Guarantor"), (i) hereby consents to 
the foregoing First Amendment to Revolving Credit Agreement dated as of August 19, 1999 (the "First 
Amendment") among PS BUSINESS PARKS, L.P., a California limited partnership ("Borrower"), the lenders 
listed therein (the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent (in such 
capacity, the "Agent"), and (ii) hereby reaffirms its obligations under that certain General Continuing Repayment 
Guaranty dated as of August 6, 1998 made by Guarantor in favor of the Lenders and the Agent pursuant to 
which, among other things, Guarantor guarantees the payment and performance of Borrower's obligations under 
the Revolving Credit Agreement dated as of August 6, 1998 among Borrower, the Lenders and the Agent, as 
amended by the First Amendment.  
PS BUSINESS PARKS, INC.,  
a California corporation  
 
Exhibit 10.23  
PS BUSINESS PARKS, L.P.  
AMENDMENT TO AGREEMENT OF LIMITED  
PARTNERSHIP RELATING TO  
8 3/4% SERIES C 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 3rd 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 by that certain Amendment to Agreement of Limited Partnership Relating to 8 3/4% Series B 
Cumulative Redeemable Preferred Units, dated as of April 23, 1999 and an Amendment to Agreement of 
Limited Partnership Relating to 9 1/4% Series A Cumulative Redeemable Preferred Units, dated as of April 30, 
1999 and as may be further amended by an Amendment Relating to Series X Cumulative Redeemable Preferred 
Units which is expected to be generally in a form similar to the Amendment dated as of April 23, 1999 and may 
be entered into at or about the time hereof (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 desires to cause the 
Partnership to issue additional Units of a new class and series, with the designations, preferences and relative, 
participating, optional or other special rights, powers and duties set forth herein;  
WHEREAS, Operating Partnership and Company intend to issue certain Series X Preferred Units and to 
authorize issuance of the accompanying Series X Preferred Shares, respectively, either soon before or after the 
date hereof, which Series X Preferred Units and Series X Preferred Shares, when and if issued, shall rank in 
parity with or junior to the Series C Preferred Units and Series C Preferred Shares with respect to distributions 
and rights upon voluntary or involuntary liquidation winding-up or dissolution of the Partnership;  
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 
By: /s/ Ronald L. Havner 
    ----------------------
    Name: Ronald L. Havner
    Title: President 

Exhibit 10.23  
PS BUSINESS PARKS, L.P.  
AMENDMENT TO AGREEMENT OF LIMITED  
PARTNERSHIP RELATING TO  
8 3/4% SERIES C 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 3rd 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 by that certain Amendment to Agreement of Limited Partnership Relating to 8 3/4% Series B 
Cumulative Redeemable Preferred Units, dated as of April 23, 1999 and an Amendment to Agreement of 
Limited Partnership Relating to 9 1/4% Series A Cumulative Redeemable Preferred Units, dated as of April 30, 
1999 and as may be further amended by an Amendment Relating to Series X Cumulative Redeemable Preferred 
Units which is expected to be generally in a form similar to the Amendment dated as of April 23, 1999 and may 
be entered into at or about the time hereof (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 desires to cause the 
Partnership to issue additional Units of a new class and series, with the designations, preferences and relative, 
participating, optional or other special rights, powers and duties set forth herein;  
WHEREAS, Operating Partnership and Company intend to issue certain Series X Preferred Units and to 
authorize issuance of the accompanying Series X Preferred Shares, respectively, either soon before or after the 
date hereof, which Series X Preferred Units and Series X Preferred Shares, when and if issued, shall rank in 
parity with or junior to the Series C Preferred Units and Series C Preferred Shares with respect to distributions 
and rights upon voluntary or involuntary liquidation winding-up or dissolution of the Partnership;  
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 designation and issuance of such new class and series of Units.  
NOW, THEREFORE, the Partnership Agreement is hereby amended by establishing and fixing the rights, 
limitations and preferences of a new class and series of Units as follows:  
Section 1. Definitions. Capitalized terms not otherwise defined herein shall have their respective meanings set 
forth in the Partnership Agreement. Capitalized terms that are used in this Amendment shall have the meanings set 
forth below:  
(a) "Liquidation Preference" means, with respect to the Series C Preferred Units, $25.00 per Series C Preferred 
Unit, plus the amount of any accumulated and unpaid Priority Return with respect to such unit, whether or not 
declared, minus any distributions in excess of the Priority Return that has accrued with respect to such Series C 
Preferred Units to the date of payment.  
(b) "Parity Preferred Units" means any class or series of Partnership Interests of the Partnership now or hereafter 
authorized, issued or outstanding and expressly designated by the Partnership to rank on a parity with the Series 
C Preferred Units (as hereinafter defined) with respect to distributions and rights upon voluntary or involuntary 
liquidation winding-up or dissolution of the Partnership, including the 9 1/4% Series A Cumulative Redeemable 
Preferred Units and the 8 3/4% Series B Cumulative Redeemable Preferred Units. For purposes of this 
Amendment, the Series X Preferred Units shall be considered Parity Preferred Units and shall not be considered 
"Junior Units" as defined in  
Section 3(d)(i) below, notwithstanding the differing allocation provisions set forth in Section 4 herein.  

(c) "Priority Return" means an amount equal to 8 3/4% per annum of the Liquidation Preference per Series C 
Preferred Unit, commencing on the date of issuance of such Series C Preferred Unit, determined on the basis of a 
360-day year of twelve 30-day months, and for any period shorter than a full quarterly period for which 
distributions are computed, the amount of the distributions payable will be based on the ratio of the actual number 
of days elapsed in such period to ninety (90) days, cumulative to the extent not distributed for any given 
distribution period pursuant to Section 3, hereof, commencing on the date of the issuance of such Series C 
Preferred Unit.  
(d) "PTP" means a "publicly traded partnership" within the meaning of  
Section 7704 of the Code.  
Section 2. Designation and Number. Pursuant to Section 4.2(a) of the Partnership Agreement, a series of 
Partnership Units in the Partnership designated as the "8 3/4% Series C Cumulative Redeemable Preferred 
Units" (the "Series C Preferred Units") is hereby established. The number of Series C Preferred Units shall be 
3,200,000. The Holders of Series C Preferred Units shall not have any Percentage Interest (as such term is 
defined in the Partnership Agreement) in the Partnership.  
Section 3. Distributions. (a) Payment of Distributions. Subject to the rights of holders of Parity Preferred Units as 
to the payment of distributions pursuant to Section 5.1 of the Partnership Agreement, holders of Series C 
Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General 
Partner, the Priority Return. Such Priority Return shall be cumulative, shall accrue from the original date of 
issuance of the Series C Preferred Units and, notwithstanding Section 5.1 of the Partnership Agreement, will be 
payable (i) quarterly in arrears on March 1, June 1, September 1 and December 1 of each year commencing on 
December 1, 1999, and  
(ii) in the event of (A) a redemption of Series C Preferred Units, or (B) an exchange of Series C Preferred Units 
into Series C Preferred Stock, on the redemption date or the exchange date, as applicable (each a "Series C 
Preferred Unit Distribution Payment Date"). The amount of the distribution payable for any period will be 
computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full 
quarterly period for which distributions are computed, the amount of the distribution payable will be computed 
based on the ratio of the actual number of days elapsed in such period to ninety (90) days. If any date on which 
distributions are to be made on the Series C Preferred Units is not a Business Day (as defined herein), then 
payment of the distribution to be made on such date will be made on the Business Day immediately preceding 
such date with the same force and effect as if made on such date. Distributions on the Series C Preferred Units 
will be made to the holders of record of the Series C Preferred Units on the relevant record dates to be fixed by 
the Partnership acting through the General Partner, which record dates shall in no event exceed fifteen (15) 
Business Days prior to the relevant Series C Preferred Unit Distribution Payment Date (the "Series C Preferred 
Unit Partnership Record Date").  
(b) Prohibition on Distribution. No distributions on Series C Preferred Units shall be authorized by the General 
Partner or paid or set apart for payment by the Partnership at any such time as the terms and provisions of any 
agreement of the Partnership or the General Partner, including any agreement relating to their indebtedness, 
prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or 
setting apart for payment would constitute a breach thereof or a default thereunder, or to the extent that such 
authorization or payment shall be restricted or prohibited by law.  
(c) Distributions Cumulative. Distributions on the Series C Preferred Units will accrue, whether or not declared, 
whether or not the terms and provisions of any agreement of the Partnership, including any agreement relating to 
its indebtedness at any time prohibit the current payment of distributions, whether or not the Partnership has 
earnings, whether or not there are funds legally available for the payment of such distributions and whether or not 
such distributions are authorized. Accrued but unpaid distributions on the Series C Preferred Units will 
accumulate as of the Series C Preferred Unit Distribution Payment Date on which they first become payable. 
Distributions on account of arrears for any past distribution periods may be declared and paid at any time, 
without reference to a regular Series C Preferred Unit Distribution Payment Date to holders of record of the 
Series C Preferred Units on the record date fixed by the Partnership acting through the General Partner which 
date shall not exceed fifteen (15) Business Days prior to the payment date. Accumulated and unpaid distributions 
will not bear interest.  
(d) Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement:  

(i) so long as any Series C Preferred Units are outstanding, no distribution of cash or other property shall be 
authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership 
Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, 
dissolution or winding-up of the Partnership to the Series C Preferred Units (collectively, "Junior Units"), nor shall 
any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for 
consideration of any Series C Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each 
case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity 
Preferred Units have been paid in full. The foregoing sentence shall not prohibit (x) distributions payable solely in 
Junior Units, or (y) the conversion of Junior Units or Parity Preferred Units into Partnership Interests ranking 
junior to the Series C Preferred Units as to distributions and rights upon involuntary or voluntary liquidation, 
dissolution or winding up of the Partnership or (z) the redemption of Partnership Interests corresponding to Series 
C Preferred Stock, Parity Preferred Stock or Junior Stock to be purchased by the General Partner pursuant to 
the Articles of Incorporation of the General Partner with respect to the General Partner's common stock and 
comparable provisions in the Articles of Incorporation with respect to other classes or series of capital stock of 
the General Partner to preserve the General Partner's status as a real estate investment trust, provided that such 
redemption shall be upon the same terms as the corresponding purchase pursuant to the Articles of 
Incorporation.  
(ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably 
deposited in trust for payment) upon the Series C Preferred Units, all distributions authorized and declared on the 
Series C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and 
declared so that the amount of distributions authorized and declared per Series C Preferred Unit and such other 
classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued 
distributions per Series C Preferred Unit and such other classes or series of Parity Preferred Units (which shall 
not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series 
of Parity Preferred Units do not have cumulative distribution rights) bear to each other.  
(e) No Further Rights. Holders of Series C Preferred Units shall not be entitled to any distributions, whether 
payable in cash, other property or otherwise. in excess of the full cumulative distributions described herein.  
Section 4. Allocations. Section 6.1(a)(ii) of the Partnership Agreement is amended to read, in its entirety, as 
follows:  
"(ii)(A) Notwithstanding anything to the contrary contained in this Agreement, in any taxable year: (1) the holders 
of Series A, B and C Preferred Units shall first be allocated an amount of gross income equal to the Priority 
Return distributed to such holders in such taxable year, and (2) subject to any prior allocation of Profit pursuant 
to the loss chargeback set forth in Section 6.1(a)(ii)(B) below, the holders of Series X Preferred Units shall then 
be allocated an amount of Profit equal to the Priority Return distributed to such holders either in such taxable year 
or in prior taxable years to the extent that such distributions have not previously been matched with an allocation 
of Profit pursuant to this Section 6.1(a)(ii)(A)(2).  
(B) After the Capital Account balances of all Partners other than holders of any series of Preferred Units have 
been reduced to zero, Losses of the Partnership that otherwise would be allocated so as to cause deficit Capital 
Account balances for those other Partners shall be allocated to the holders of the Series A, B, C and X Preferred 
Units in proportion to the positive balances of their Capital Accounts until those Capital Account balances have 
been reduced to zero. If Losses have been allocated to the holders of the Series A, B, C and X Preferred Units 
pursuant to the preceding sentence, the first subsequent Profits shall be allocated to those preferred partners so 
as to recoup, in reverse order, the effects of the loss allocations.  
(C) Upon liquidation of the Partnership or the interest of the holders of Series A, B , C or X Preferred Units in 
the Partnership: (1) items of gross income or deduction shall first be allocated to the holders of Series A, B and C 
Preferred Units in a manner such that, immediately prior to such liquidation, the Capital Account balances of such 
holders shall equal the amount of their Liquidation Preferences, and (2) an amount of Profit or Loss shall then be 
allocated to the holders of Series X Preferred Units in a manner such that, immediately prior to such liquidation, 
the Capital Account balances of such holders shall equal the amount of their Liquidation Preferences."  
Section 5. Optional Redemption. (a) Right of Optional Redemption. Except as otherwise provided herein, the 
Series C Preferred Units may not be redeemed prior to the fifth (5th) anniversary of the issuance date. On or 
after such date, the Partnership shall have the right to redeem the Series C Preferred Units, in whole (and not in 
part), at any time, upon not less than 30 nor more than 60 days written notice, at a redemption price, payable in 

part), at any time, upon not less than 30 nor more than 60 days written notice, at a redemption price, payable in 
cash, equal to the Liquidation Preference (the "Series C Redemption Price"). The Redemption Right given to 
Limited Partners in Section 8.6 of the Partnership Agreement shall not be available to the holders of the Series C 
Preferred Units and all references to Limited Partners in said Section 8.6 (and related provisions of the 
Partnership Agreement) shall not include holders of the Series C Preferred Units.  
(b) Procedures for Redemption. (i) Notice of redemption will be (A) faxed, and (B) mailed by the Partnership, 
by certified mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, 
addressed to the respective holders of record of the Series C Preferred Units at their respective addresses as 
they appear on the records of the Partnership. No failure to give or defect in such notice shall affect the validity of 
the proceedings for the redemption of any Series C Preferred Units except as to the holder to whom such notice 
was defective or not given. In addition to any information required by law each such notice shall state: (m) the 
redemption date, (n) the Redemption Price, (o) the aggregate number of Series C Preferred Units to be 
redeemed, (p) as provided in Section 5(b)(ii) below, the place or places where evidence of the surrender of such 
Series C Preferred Units shall be delivered for payment of the Redemption Price, (q) that distributions on the 
Series C Preferred Units to be redeemed will cease to accumulate on such redemption date and (r) that payment 
of the Redemption Price will be made upon presentation of evidence of the surrender of such Series C Preferred 
Units as set forth in Section 5(b)(ii) below.  
(ii) If the Partnership gives a notice of redemption in respect of Series C Preferred Units (which notice will be 
irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deliver into 
escrow with an escrow agent acceptable to the Partnership and the holders of the Series C Preferred Units (the 
"Escrow Agent") the Redemption Price and an executed Redemption Agreement, in the form attached hereto as 
Exhibit A (the "Redemption Agreement"), and an Amendment to the Agreement of Limited Partnership 
evidencing the Redemption, in the form attached hereto as Exhibit B. The holders of the Series C Preferred Units 
shall also, by 12:00 noon, New York City time, on the redemption date, deliver into escrow with the Escrow 
Agent an executed Redemption Agreement and an executed Amendment to the Agreement of Limited 
Partnership evidencing the Redemption. Upon delivery of all of the above-described items by both parties, 
Escrow Agent shall release the Redemption Price to the holders of the Series C Preferred Units and the fully-
executed Redemption Agreement and Amendment to Agreement of Limited Partnership to both parties. On and 
after the date of redemption, distributions will cease to accumulate on the Series C Preferred Units called for 
redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series C 
Preferred Units is not a Business Day, then payment of the Redemption Price payable on such date will be made 
on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any 
such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the 
immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed 
for redemption. If payment of the Redemption Price is improperly withheld or refused and not paid by the 
Partnership, distributions on such Series C Preferred Units will continue to accumulate from the original 
redemption date to the date of payment, in which case the actual payment date will be considered the date fixed 
for redemption for purposes of calculating the applicable Redemption Price.  
Section 6. Voting Rights. (a) General. Holders of the Series C Preferred Units will not have any voting rights or 
right to consent to any matter requiring the consent or approval of the Limited Partners, except as set forth in 
Section 14.1 of the Partnership Agreement and in this Section 6. (Solely for purposes of Section 14.1 of the 
Partnership Agreement, each Series C Preferred Unit shall be treated as one Partnership Unit.) If and for so long 
as the General Partner holds any Series C Preferred Units, the General Partner shall not have any voting rights 
with respect to such Series C Preferred Units and such Series C Preferred Units shall not be counted in 
determining the number of such units outstanding for the purpose of determining whether the holders of such units 
have granted any approval called for hereunder.  
(b) Certain Voting Rights. So long as any Series C Preferred Units remain outstanding, the Partnership shall not, 
without the affirmative vote of the holders of at least a majority of the Series C Preferred Units outstanding at the 
time:  
(i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests 
ranking senior to the Series C Preferred Units with respect to payment of distributions or rights upon liquidation, 
dissolution or winding-up or reclassify any Partnership Interests into any such Partnership Interest, or create, 
authorize or issue any obligations or security convertible into or evidencing the right to purchase any such 
Partnership Interests;  

(ii) designate or create, or increase the authorized or issued amount of, any Parity Preferred Units or reclassify 
any authorized Partnership Interests into any such Parity Preferred Units, or create, authorize or issue any 
obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent 
such Parity Preferred Units are issued to an Affiliate of the Partnership on terms that differ from the terms of such 
series of Parity Preferred Units issued to the public or non-Affiliates of the Partnership (for purposes of this 
Section 6(b)(ii), an issuance to the General Partner shall not be treated as an issuance to an Affiliate of the 
Partnership to the extent the issuance of such Partnership Interests was to allow the General Partner to issue 
corresponding preferred stock to persons who are not Affiliates); or  
(iii) either (A) exchange shares, consolidate, merge into or with, or convey, transfer or lease its assets 
substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the 
Partnership Agreement, whether by merger, consolidation or otherwise, that would materially and adversely 
affect the powers, special rights, preferences, privileges or voting power of the Series C Preferred Units or the 
holders thereof; provided, however, that with respect to the occurrence of a share exchange, merger, 
consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (1) the Partnership is the 
surviving entity and the Series C Preferred Units remain outstanding with the terms thereof unchanged, or (2) the 
resulting, surviving or transferee entity is a partnership, limited liability company or other pass-through entity 
organized under the laws of any state and substitutes the Series C Preferred Units for other interests in such entity 
having substantially the same terms and rights as the Series C Preferred Units, including with respect to 
distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such 
event shall not be deemed to adversely affect such rights, privileges or voting powers of the holders of the Series 
C Preferred Units; and provided further that any increase in the amount of Partnership Interests or the creation or 
issuance of any other class or series of Partnership Interests, in each case ranking (y) junior to the Series C 
Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution 
or winding-up, or (z) on a parity to the Series C Preferred Units with respect to payment of distributions or the 
distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interests are not 
issued to an Affiliate of the Partnership (an issuance to the General partner shall not be treated as an issuance to 
an Affiliate of the Partnership to the extent the issuance of such Partnership Interests was to allow the General 
Partner to issue corresponding preferred stock to persons who are not Affiliates of the Partnership) such issuance 
shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.  
In addition to the foregoing, the Partnership will not (x) enter into any contract, mortgage, loan or other 
agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a holder of the 
Preferred Units to exercise its rights set forth herein to effect in full an exchange or redemption pursuant to 
Section 8, below, except with the written consent of such holder; or (y) amend, alter, or repeal or waive Sections 
7.6 or 11.3(f) of the Partnership Agreement without the affirmative vote of at least a majority of the Series C 
Preferred Units outstanding at the time.  
Section 7. Transfer Restrictions. The holders of Series C Preferred Units shall be subject to all of the provisions 
of Section 11 of the Partnership Agreement except Section 11.3(b), as modified by this Section 7. The General 
Partner shall not unreasonably withhold consent to a transfer required by  
Section 11.3 (a). Subject to the consent of the General Partner, which shall not be unreasonably withheld or 
delayed, the Series C Preferred Units may be transferred to a maximum of five (5) persons. At no time shall the 
number of holders of the Series C Preferred Units exceed five.  
Section 8. Exchange Rights. (a) Right to Exchange. (i) Series C Preferred Units will be exchangeable in whole 
(and not in part) at any time on or after the tenth (10th) anniversary of the date of issuance, at the option of the 
Partnership or a majority of the holders thereof (acting as a whole), for authorized but previously unissued shares 
of 8 3/4% Series C Cumulative Redeemable Preferred Stock of the General Partner (the "Series C Preferred 
Stock") at an exchange rate of one share of Series C Preferred Stock for one Series C Preferred Unit, subject to 
adjustment as described below (the "Series C Exchange Price"); provided that the Series C Preferred Units will 
become exchangeable at any time, in whole (and not in part), at the option of a majority of the holders of Series 
C Preferred Units (acting as a whole) for Series C Preferred Stock if (x) at any time full distributions shall not 
have been timely made on any Series C Preferred Unit with respect to six (6) prior quarterly distribution periods, 
whether or not consecutive; provided, however, that a distribution in respect of Series C Preferred Units shall be 
considered timely made if made within two (2) Business Days after the applicable Series C Preferred Units 
Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution 
periods in respect of which full distributions were not timely made or (y) upon receipt by a holder or holders of 
Series C Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the 
General Partner has become aware of facts that will or likely will cause the Partnership to become a PTP, and (2) 

General Partner has become aware of facts that will or likely will cause the Partnership to become a PTP, and (2) 
an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed 
to a holder or holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a 
defined event in the immediate future will be or likely will be a PTP. In addition to and not in limitation of the 
foregoing, the Series C Preferred Units may be exchanged for Series C Preferred Stock, in whole (and not in 
part), at the option of the holders of a majority of the Series C Preferred Units (acting as a whole) prior to the 
tenth (10th) anniversary of the issuance date and after the third anniversary thereof if such holder of Series C 
Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of 
Series C Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner 
based on the enactment of temporary or final Treasury Regulations since the date of Closing or the publication of 
a Revenue Ruling since the date of Closing in either case to the effect that an exchange of the Series C Preferred 
Units at such earlier time would not cause the Series C Preferred Units to be considered "stock and securities" 
within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for 
purposes of determining whether the holder of such Series C Preferred Units is an "investment company" under 
section 721(b) of the Code if an exchange is permitted at such earlier date.  
In addition to and not in limitation of the foregoing, the Series C Preferred Units may be exchanged in whole (and 
not in part) (regardless of whether held by Contributor) at the option of the holders of a majority of the Series C 
Preferred Units (acting as a whole) for Series C Preferred Stock (but only if the exchange in whole may be 
accomplished consistently with the ownership limitations set forth under the Article IV of the Charter of the 
General Partner, taking into account exceptions thereto) if at any time either  
(x) the General Partner has provided notice to the holders of the Series C Preferred Units pursuant to Section 4
(e) of the Contribution Agreement by and among the Contributor, LLC, the General Partner and the Partnership 
or (y)(i) such holders conclude based on results or projected results that there exists (in the reasonable judgment 
of such holders) an imminent and substantial risk that the Series C Preferred Units represent or will represent 
more than 18.0% of the total profits of or capital interests in the Partnership for a taxable year,  
(ii) such holders deliver to the General Partner an opinion of nationally recognized independent counsel, 
reasonably acceptable to the General Partner, to the effect that there is a substantial risk that its interest in the 
Partnership does not or will not satisfy the 18.0% limit, and (iii) the General Partner agrees with the conclusions 
referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld.  
(ii) Notwithstanding anything to the contrary set forth in Section  
8(a)(i), if an Exchange Notice (as hereinafter defined) has been delivered to the General Partner, then the General 
Partner may, at its option, elect to redeem or cause the Partnership to redeem all (but not a portion) of the 
outstanding Series C Preferred Units for cash in an amount equal to the Liquidation Preference per Series C 
Preferred Unit. The General Partner may exercise its option to redeem the Series C Preferred Units for cash 
pursuant to this Section 8(a)(ii) by giving each holder of record of Series C Preferred Units notice of its election 
to redeem for cash, within five (5) Business Days after receipt of the Exchange Notice, by (m) fax, and (n) 
registered mail, postage paid at the address of each holder as it may appear on the records of the Partnership 
stating (A) the redemption date, which shall be no later than sixty (60) days following the receipt of the Exchange 
Notice, (B) the redemption price, (C) the place or places where the Series C Preferred Units are to be 
surrendered for payment of the redemption price, (D) that distributions on the Series C Preferred Units will cease 
to accrue on such redemption date; (E) that payment of the redemption price will be made upon presentation and 
surrender of the Series C Preferred Units and (F) the aggregate number of Series C Preferred Units to be 
redeemed.  
(iii) If an exchange of Series C Preferred Units pursuant to Section 8(a)(i) would violate the provisions on 
ownership limitation of the General Partner set forth in Article IV of the Charter of the General Partner with 
respect to the Series C Preferred Stock the General Partner shall give written notice thereof to each holder of 
record of Series C Preferred Units, within five  
(5) Business Days following receipt of the Exchange Notice, by (m) fax, and (n) registered mail, postage prepaid, 
at the address of each such holder set forth in the records of the Partnership. In such event, each holder of Series 
C Preferred Units shall be entitled to exchange, pursuant to the provisions of  
Section 8(b) a number of Series C Preferred Units which would comply with the provisions on the ownership 
limitation of the General Partner set forth in such Article IV of the Charter of the General Partner and any Series 
C Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an 
amount equal to the Liquidation Preference. The written notice of the General Partner shall state (A) the number 
of Excess Units held by such holder, (B) the redemption price of the Excess Units, (C) the date on which such 
Excess Units shall be redeemed, which date shall be no later than sixty (60) days following the receipt of the 
Exchange Notice, (D) the place or places where such Excess Units are to be surrendered for payment of the 

Exchange Notice, (D) the place or places where such Excess Units are to be surrendered for payment of the 
Redemption Price, (E) that distributions on the Excess Units will cease to accrue on such redemption date, and 
(F) that payment of the redemption price will be made upon presentation and surrender of such Excess Units. If 
an exchange would result in Excess Units, as a condition to such exchange, each holder of such units agrees to 
provide representations and covenants reasonably requested by the General Partner relating to (1) the widely 
held nature of the interests in such holder, sufficient to assure the General Partner that the holder's ownership of 
stock of the General Partner (without regard to the limits described above) will not cause any Person (as such 
term is defined in the Charter of the General Partner) to own stock of the General Partner in an amount that 
would cause such Person not to comply with the provisions of the ownership limitation of the General Partner set 
forth in such Article IV of the Articles of Incorporation of the General Partner; and (2) to the extent such holder 
can so represent and covenant without obtaining information from its owners, the holder's ownership of tenants of 
the Partnership and its affiliates.  
To the extent the General Partner would not be able to pay the cash set forth above in exchange for the Excess 
Units, and to the extent consistent with the Articles of Incorporation, the General Partner agrees that it will grant 
to the holders of the Series C Preferred Units exceptions to the Beneficial Ownership Limit and Constructive 
Ownership Limit set forth in the Series C  
Certificate of Determination sufficient to allow such holders to exchange all of their Series C Preferred Units for 
Series C Preferred Stock, provided such holders furnish to the General Partner representations acceptable to the 
General Partner in its sole and absolute discretion which assure the General Partner that such exceptions will not 
jeopardize the General Partner's tax status as a REIT for purposes of federal and applicable state law.  
Notwithstanding any provision of the Agreement to the contrary, no Series C Limited Partner shall be entitled to 
effect an exchange of Series C Preferred Units for Series C Preferred Stock to the extent that ownership or right 
to acquire such shares would cause the Partner or any other Person or, in the opinion of counsel selected by the 
General Partner, may cause the Partner or any other Person, to violate the restrictions on ownership and transfer 
of Series C Preferred Stock set forth in the Articles of Incorporation. To the extent any such attempted exchange 
for Series C Preferred Stock would be in violation of the previous sentence, it shall be void ab initio and such 
Series C Limited Partner shall not acquire any rights or economic interest in the Series C Preferred Stock 
otherwise issuable upon such exchange.  
(iv) The redemption of Series C Preferred Units described in Sections  
8(a) (ii) and (iii) shall be subject to the provisions of Sections 5(b)(i) and  
(ii); provided, however, that the term "redemption price" in such Section shall be read to mean the Liquidation 
Preference per Series C Preferred Unit being redeemed.  
(b) Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange 
Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) 
by certified mail postage prepaid. The exchange of Series C Preferred Units may be effected after the fifth (5th) 
Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates if any, 
representing such Series C Preferred Units to be exchanged together with, if applicable, written notice of 
exchange and a proper assignment of such Series C Preferred Units to the office of the General Partner 
maintained for such purpose. Currently, such office is c/o PS Business Parks, Inc., 701 Western Avenue, 
Glendale, California 91201, Attention: Jack E. Corrigan. Each exchange will be deemed to have been effected 
immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged 
(together with all required documentation) shall have been surrendered and notice shall have been received by the 
General Partner as aforesaid and the Exchange Price shall have been paid. Any Series C Preferred Stock issued 
pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and 
nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the 
ByLaws of the General Partner, the Securities Act of 1933, as amended and relevant state securities or blue sky 
laws.  
(ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred Stock, an amount 
equal to the accrued and unpaid Priority Return, whether or not declared, to the date of exchange on any Series 
C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Stock into 
which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred 
Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such 
Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a 
Series C Preferred Unit that was validly exchanged into Series C Preferred Stock pursuant to this section (other 

Series C Preferred Unit that was validly exchanged into Series C Preferred Stock pursuant to this section (other 
than the General Partner now holding such Series C Preferred Unit), receive a distribution from the Partnership, if 
such holder, after exchange, is entitled to receive a distribution from the General Partner with respect to the share 
of Series C Preferred Stock for which such Series C Preferred Unit was exchanged or redeemed.  
(iii) Fractional shares of Series C Preferred Stock are not to be issued upon exchange but, in lieu thereof, the 
General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Stock on 
the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.  
(c) Adjustment of Exchange Price. (i) The Exchange Price is subject to adjustment upon certain events, including, 
(a) subdivisions, combinations and reclassification of the Series C Preferred Stock, and (b) distributions to all 
holders of Series C Preferred Stock of evidences of indebtedness of the General Partner or assets (including 
securities, but excluding dividends and distributions paid in cash out of equity applicable to Series C Preferred 
Stock).  
(ii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, 
consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital 
stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series 
C Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other 
property (including cash or any combination thereof), each Series C Preferred Unit will thereafter be 
exchangeable into the kind and amount of  
shares of capital stock and other securities and property receivable (including cash or any combination thereof) 
upon the consummation of such transaction by a holder of that number of shares of Series C Preferred Stock or 
fraction thereof into which one Series C Preferred Unit was exchangeable immediately prior to such transaction. 
The General Partner may not become a party to any such transaction unless the terms thereof are consistent with 
the foregoing. In addition, so long as a Series C Limited Partner or any of its permitted successors or assigns, 
hold any Series C Preferred Units, as the case may be, the General Partner shall not, without the affirmative vote 
of the holders of at least a majority of the Series C Preferred Units outstanding at the time: (a) designate or 
create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series C 
Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up 
or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any 
obligations or securities convertible into or evidencing the right to purchase any such shares; or (b) amend, alter 
or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or 
otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting 
power of the Series C Preferred Stock or the holders thereof; provided, however,, that any increase in the 
amount of authorized Preferred Shares or the creation or issuance of any other series or class of Preferred 
Shares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) 
junior to the Series C Preferred Stock with respect to the payment of distributions and the distribution of assets 
upon liquidation, dissolution or winding-up, or (2) on a parity with the Series C Preferred Stock with respect to 
the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up shall not be 
deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of a 
conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the 
provisions of this Section 8(c)(ii) shall control.  
Section 9. No Conversion Rights. Except as set forth in Section 8, the holders of the Series C Preferred Units 
shall not have any rights to convert such units into shares of any other class or series of stock or into any other 
securities of, or interest in, the Partnership.  
Section 10. No Sinking Fund. No sinking fund shall be established for the retirement or redemption of Series C 
Preferred Units.  
Section 11. Exhibit A to Partnership Agreement. In order to duly reflect the issuance of the Series C Preferred 
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 12. 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.  

IN WITNESS WHEREOF this Amendment has been executed as of the date first above written.  
PS BUSINESS PARKS, INC.  
 
Exhibit 10.24  
PS BUSINESS PARKS, L.P.  
AMENDMENT TO AGREEMENT OF LIMITED  
PARTNERSHIP RELATING TO  
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 7th 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 desires to cause the 
Partnership to issue additional Units of a new class and series, with the designations, preferences and relative, 
participating, optional or other special rights, powers and duties set forth herein;  
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 designation and issuance of such new class and series of Units.  
NOW, THEREFORE, the Partnership Agreement is hereby amended by establishing and fixing the rights, 
limitations and preferences of a new class and series of Units as follows:  
Section 1. Definitions. Capitalized terms not otherwise defined herein shall have their respective meanings set 
forth in the Partnership Agreement. Capitalized terms that are used in this Amendment shall have the meanings set 
forth below:  
(a) "Liquidation Preference" means, with respect to the Series X Preferred Units, $25.00 per Series X Preferred 
Unit, plus the amount of any accumulated and unpaid Priority Return with respect to such unit, whether or not 
declared, minus any distributions in excess of the Priority Return that has accrued with respect to such Series X 
Preferred Units to the date of payment.  
(b) "Parity Preferred Units" means any class or series of Partnership Interests of the Partnership now or hereafter 
authorized, issued or outstanding and expressly designated by the Partnership to rank in parity with the Series X 
Preferred Units (as hereinafter defined) with respect to distributions and rights upon voluntary or involuntary 
liquidation, winding-up or dissolution of the Partnership. Notwithstanding the differing allocation rights set forth in  
Section 4 below that apply to the Series A, B and C Preferred Units, for purposes of this Amendment those 
Series A, B and C Preferred Units and any future series of preferred units that rank in parity with those series 
also shall be considered Parity Preferred Units to the Series X Preferred Units.  
By: /s/ Jack Corrigan 
    ---------------------- 
    Jack Corrigan 
    Vice President and 
    Chief Financial Officer
Exhibit 10.24  
PS BUSINESS PARKS, L.P.  
AMENDMENT TO AGREEMENT OF LIMITED  
PARTNERSHIP RELATING TO  
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 7th 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 desires to cause the 
Partnership to issue additional Units of a new class and series, with the designations, preferences and relative, 
participating, optional or other special rights, powers and duties set forth herein;  
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 designation and issuance of such new class and series of Units.  
NOW, THEREFORE, the Partnership Agreement is hereby amended by establishing and fixing the rights, 
limitations and preferences of a new class and series of Units as follows:  
Section 1. Definitions. Capitalized terms not otherwise defined herein shall have their respective meanings set 
forth in the Partnership Agreement. Capitalized terms that are used in this Amendment shall have the meanings set 
forth below:  
(a) "Liquidation Preference" means, with respect to the Series X Preferred Units, $25.00 per Series X Preferred 
Unit, plus the amount of any accumulated and unpaid Priority Return with respect to such unit, whether or not 
declared, minus any distributions in excess of the Priority Return that has accrued with respect to such Series X 
Preferred Units to the date of payment.  
(b) "Parity Preferred Units" means any class or series of Partnership Interests of the Partnership now or hereafter 
authorized, issued or outstanding and expressly designated by the Partnership to rank in parity with the Series X 
Preferred Units (as hereinafter defined) with respect to distributions and rights upon voluntary or involuntary 
liquidation, winding-up or dissolution of the Partnership. Notwithstanding the differing allocation rights set forth in  
Section 4 below that apply to the Series A, B and C Preferred Units, for purposes of this Amendment those 
Series A, B and C Preferred Units and any future series of preferred units that rank in parity with those series 
also shall be considered Parity Preferred Units to the Series X Preferred Units.  
(c) "Priority Return" means an amount equal to 8 7/8% per annum of the Liquidation Preference per Series X 
Preferred Unit, commencing on the date of issuance of such Series X Preferred Unit, determined on the basis of a 
365-day year (and actual days for any period) cumulative to the extent not distributed on any Series X Preferred 
Unit Distribution Payment Date.  
(d) "PTP" means a "publicly traded partnership" within the meaning of  
Section 7704 of the Code.  
Section 2. Designation and Number. Pursuant to Section 4.2(a) of the Partnership Agreement, a series of 
Partnership Units in the Partnership designated as the "8 7/8% Series X Cumulative Redeemable Preferred 
Units" (the "Series X Preferred Units") is hereby established. The number of Series X Preferred Units shall be 

Units" (the "Series X Preferred Units") is hereby established. The number of Series X Preferred Units shall be 
1,200,000. The Holders of Series X Preferred Units shall not have any Percentage Interest (as such term is 
defined in the Partnership Agreement) in the Partnership.  
Section 3. Distributions. (a) Payment of Distributions. Subject to the rights of holders of Parity Preferred Units as 
to the payment of distributions, pursuant to Section 5.1 of the Partnership Agreement, holders of Series X 
Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General 
Partner, the Priority Return. Such distributions shall be cumulative, shall accrue from the original date of issuance 
of the Series X Preferred Units and, notwithstanding Section 5.1 of the Partnership Agreement, will be payable 
(i) quarterly in arrears on March 31, June 30, September 30 and December 31 of each year commencing on 
September 30, 1999, and (ii) in the event of a redemption of Series X Preferred Units (each a "Series X 
Preferred Unit Distribution Payment Date"). If any date on which distributions are to be made on the Series X 
Preferred Units is not a Business Day (as defined herein), then payment of the distribution to be made on such 
date will be made on the Business Day immediately preceding such date with the same force and effect as if made 
on such date. Distributions on the Series X Preferred Units will be made to the holders of record of the Series X 
Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner, 
which record dates shall in no event exceed fifteen (15) Business Days prior to the relevant Series X Preferred 
Unit Distribution Payment Date (the "Series X Preferred Unit Partnership Record Date").  
(b) Prohibition on Distribution. No distributions on Series X Preferred Units shall be authorized by the General 
Partner or paid or set apart for payment by the Partnership at any such time as the terms and provisions of any 
agreement of the Partnership or the General Partner, including any agreement relating to their indebtedness, 
prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or 
setting apart for payment would constitute a breach thereof or a default thereunder, or to the extent that such 
authorization or payment shall be restricted or prohibited by law.  
(c) Distributions Cumulative. Distributions on the Series X Preferred Units will accrue whether or not the terms 
and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness at any 
time prohibit the current payment of distributions, whether or not the Partnership has earnings, whether or not 
there are funds legally available for the payment of such distributions and whether or not such distributions are 
authorized. Accrued but unpaid distributions on the Series X Preferred Units will accumulate as of the Series X 
Preferred Unit Distribution Payment Date on which they first become payable. Distributions on account of arrears 
for any past distribution periods may be declared and paid at any time, without reference to a regular Series X 
Preferred Unit Distribution Payment Date to holders of record of the Series X Preferred Units on the record date 
fixed by the Partnership acting through the General Partner which date shall not exceed fifteen (15) Business 
Days prior to the payment date. Accumulated and unpaid distributions will not bear interest.  
(d) Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement:  
(i) so long as any Series X Preferred Units are outstanding, no distribution of cash or other property shall be 
authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership 
Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, 
dissolution or winding-up of the Partnership to the Series X Preferred Units (collectively, "Junior Units"), nor shall 
any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for 
consideration of any Series X Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each 
case, all distributions accumulated on all Series X Preferred Units and all classes and series of outstanding Parity 
Preferred Units have been paid in full. The foregoing sentence shall not prohibit (x) distributions payable solely in 
Junior Units, (y) the conversion of Junior Units or Parity Preferred Units into Partnership Interests ranking junior 
to the Series X Preferred Units or (z) the redemption of Partnership Interests corresponding to Series X 
Preferred Stock, Parity Preferred Stock or Junior Stock to be purchased by the General Partner pursuant to the 
Articles of Incorporation with respect to the General Partner's common stock and comparable Articles of 
Incorporation provisions with respect to other classes or series of capital stock of the General Partner to 
preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be 
upon the same terms as the corresponding purchase pursuant to the Articles of Incorporation.  
(ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably 
deposited in trust for payment) upon the Series X Preferred Units, all distributions authorized and declared on the 
Series X Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and 
declared so that the amount of distributions authorized and declared per Series X Preferred Unit and such other 
classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued 

classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued 
distributions per Series X Preferred Unit and such other classes or series of Parity Preferred Units (which shall 
not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series 
of Parity Preferred Units do not have cumulative distribution rights) bear to each other.  
(e) No Further Rights. Holders of Series X Preferred Units shall not be entitled to any distributions, whether 
payable in cash, other property or otherwise in excess of the full cumulative distributions described herein.  
Section 4. Allocations. Section 6.1(a)(ii) of the Partnership Agreement is amended to read, in its entirety, as 
follows:  
"(ii) (A) Notwithstanding anything to the contrary contained in this Agreement, in any taxable year: (1) the holders 
of Series A, B and C Preferred Units shall first be allocated an amount of gross income equal to the Priority 
Return distributed to such holders in such taxable year, and (2) subject to any prior allocation of Profit pursuant 
to the loss chargeback set forth in Section 6.1(a)(ii)(B) below, the holders of Series X Preferred Units shall then 
be allocated an amount of Profit equal to the Priority Return distributed to such holders either in such taxable year 
or in prior taxable years to the extent that such distributions have not previously been matched with an allocation 
of Profit pursuant to this Section 6.1(a)(ii)(A)(2).  
(B) After the Capital Account balances of all Partners other than holders of any series of Preferred Units have 
been reduced to zero, Losses of the Partnership that otherwise would be allocated so as to cause deficit Capital 
Account balances for those other Partners shall be allocated to the holders of the Series A, B, C and X Preferred 
Units in proportion to the positive balances of their Capital Accounts until those Capital Account balances have 
been reduced to zero. If Losses have been allocated to the holders of the Series A, B, C and X Preferred Units 
pursuant to the preceding sentence, the first subsequent Profits shall be allocated to those preferred partners so 
as to recoup, in reverse order, the effects of the loss allocations.  
(C) Upon liquidation of the Partnership or the interest of the holders of Series A, B, C or X Preferred Units in the 
Partnership: (1) items of gross income or deduction shall first be allocated to the holders of Series A, B and C 
Preferred Units in a manner such that, immediately prior to such liquidation, the Capital Account balances of such 
holders shall equal the amount of their Liquidation Preferences, and (2) an amount of Profit or Loss shall then be 
allocated to the holders of Series X Preferred Units in a manner such that, immediately prior to such liquidation, 
the Capital Account balances of such holders shall equal the amount of their Liquidation Preferences."  
Section 5. Optional Redemption. (a) Right of Optional Redemption. Except as otherwise provided in this 
Amendment, the Series X Preferred Units may not be redeemed prior to the fifth (5th) anniversary of the issuance 
date. On or after such date, the Partnership shall have the right to redeem the Series X Preferred Units, in whole 
(and not in part), at any time, upon not less than 10 nor more than 60 days written notice, at a redemption price, 
payable in cash, equal to the Liquidation Preference (the "Series X Redemption Price"). The Redemption Right 
given to Limited Partners in Section 8.6 of the Partnership Agreement shall not be available to the holders of the 
Series X Preferred Units and all references to Limited Partners in said Section 8.6 (and related provisions of the 
Partnership Agreement) shall not include holders of the Series X Preferred Units. The Series X Redemption Price 
will not be payable out of proceeds from a loan obtained by the Partnership solely for the purpose of payment of 
said Series X Redemption Price.  
(b) Procedures for Redemption. (i) Notice of redemption will be (A) faxed, and (B) mailed by the Partnership, 
by certified mail, postage prepaid, not less than 10 nor more than 60 days prior to the redemption date, 
addressed to the respective holders of record of the Series X Preferred Units at their respective addresses as 
they appear on the records of the Partnership. No failure to give or defect in such notice shall affect the validity of 
the proceedings for the redemption of any Series X Preferred Units except as to the holder to whom such notice 
was defective or not given. In addition to any information required by law each such notice shall state: (m) the 
redemption date, (n) the Redemption Price, (o) the aggregate number of Series X Preferred Units to be 
redeemed, (p) as provided in Section 5(b)(ii) below, the place or places where evidence of the surrender of such 
Series X Preferred Units shall be delivered for payment of the Redemption Price, (q) that distributions on the 
Series X Preferred Units to be redeemed will cease to accumulate on such redemption date and (r) that payment 
of the Redemption Price will be made upon presentation of evidence of the surrender of such Series X Preferred 
Units as set forth in Section 5(b)(ii) below.  
(ii) If the Partnership gives a notice of redemption in respect of Series X Preferred Units (which notice will be 
irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deliver into 

irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deliver into 
escrow with an escrow agent acceptable to the Partnership and the holders of the Series X Preferred Units (the 
"Escrow Agent") the Redemption Price and an executed Redemption Agreement, in the form attached hereto as 
Exhibit A (the "Redemption Agreement"), and an Amendment to the Agreement of Limited Partnership 
evidencing the Redemption, in the form attached hereto as Exhibit B. The holders of the Series X Preferred Units 
shall also, by 12:00 noon, New York City time, on the redemption date, deliver into escrow with the Escrow 
Agent an executed Redemption Agreement and an executed Amendment to the Agreement of Limited 
Partnership evidencing the Redemption. Upon delivery of all of the above-described items by both parties, 
Escrow Agent shall release the Redemption Price to the holders of the Series X Preferred Units and the fully-
executed Redemption Agreement and Amendment to Agreement of Limited Partnership to both parties. On and 
after the date of redemption, distributions will cease to accumulate on the Series X Preferred Units called for 
redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series X 
Preferred Units is not a Business Day, then payment of the Redemption Price payable on such date will be made 
on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any 
such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the 
immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed 
for redemption. If payment of the Redemption Price is improperly withheld or refused and not paid by the 
Partnership, distributions on such Series X Preferred Units will continue to accumulate from the original 
redemption date to the date of payment, in which case the actual payment date will be considered the date fixed 
for redemption for purposes of calculating the applicable Redemption Price.  
Section 6. Voting Rights. (a) General. Holders of the Series X Preferred Units will not have any voting rights or 
right to consent to any matter requiring the consent or approval of the Limited Partners, except as set forth in 
Section 14.1 of the Partnership Agreement and in this Section 6. (Solely for purposes of Section 14.1 of the 
Partnership Agreement, each Series X Preferred Unit shall be treated as one Partnership Unit.)  
(b) Certain Voting Rights. So long as any Series X Preferred Units remain outstanding, the Partnership shall not, 
without the affirmative vote of the holders of at least a majority of the Series X Preferred Units outstanding at the 
time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership 
Interests ranking senior to the Series X Preferred Units with respect to payment of distributions or rights upon 
liquidation, dissolution or winding-up or reclassify any Partnership Interests into any such Partnership Interest, or 
create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such 
Partnership Interests (for this purpose, partnership interests that rank in parity with the Series A, B and C 
Preferred Units or other series with equivalent parity, shall not be treated as ranking senior to, and shall be 
treated as in parity with, the Series X Preferred Units and any other series that rank in parity with the Series X 
Preferred Units); (ii) designate or create, or increase the authorized or issued amount of, any Parity Preferred 
Units or reclassify any authorized Partnership Interests into any such Parity Preferred Units, or create, authorize 
or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only 
to the extent such Parity Preferred Units are issued to an Affiliate of the Partnership on terms that differ from the 
terms of any Parity Preferred Units issued to the public or non-Affiliates of the Partnership (for purposes of this  
Section 6(b)(ii), an issuance to the General Partner shall not be treated as an issuance to an Affiliate of the 
Partnership to the extent the issuance of such Partnership Interests was to allow the General Partner to issue 
corresponding preferred stock to persons who are not Affiliates); or (iii) either (A) exchange shares, consolidate, 
merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other 
entity or (B) amend, alter or repeal the provisions of the Partnership Agreement, whether by merger, 
consolidation or otherwise, that would adversely affect the powers, special rights, preferences, privileges or 
voting power of the Series X Preferred Units or the holders thereof; provided, however, that with respect to the 
occurrence of a share exchange, merger, consolidation or a sale or lease of all of the Partnership's assets as an 
entirety, so long as (1) the Partnership is the surviving entity and the Series X Preferred Units remain outstanding 
with the terms thereof unchanged, or (2) the resulting, surviving or transferee entity is a partnership, limited liability 
company or other pass-through entity organized under the laws of any state and substitutes the Series X 
Preferred Units for other interests in such entity having substantially the same terms and rights as the Series X 
Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or 
winding-up, then the occurrence of any such event shall not be deemed to adversely affect such rights, privileges 
or voting powers of the holders of the Series X Preferred Units; and provided further that any increase in the 
amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests, in 
each case ranking (y) junior to the Series X Preferred Units with respect to payment of distributions or the 
distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series X Preferred Units 
with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, to 
the extent such Partnership Interests are not issued to an Affiliate of the Partnership (an issuance to the General 

the extent such Partnership Interests are not issued to an Affiliate of the Partnership (an issuance to the General 
Partner shall not be treated as an issuance to an Affiliate of the Partnership to the extent the issuance of such 
Partnership Interests was to allow the General Partner to issue corresponding preferred stock to persons who are 
not Affiliates of the Partnership) such issuance shall not be deemed to adversely affect such rights, preferences, 
privileges or voting powers. Notwithstanding anything to the contrary contained in this Section 6, if holders of a 
majority of the Series X Preferred Units do not approve of a proposed action by the Partnership described in 
clause (iii) of the immediately preceding sentence which, in the reasonable judgment of the Partnership, results in 
the holders of Series X Preferred Units having substantially the same terms and rights as the Series X Preferred 
Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, 
and the holders of a majority of the Series X Preferred Units do not affirmatively vote in favor of such proposed 
action, then the Partnership may proceed with such proposed action and the sole remedy of the holders of the 
Series X Preferred Units shall be the acceleration of the exchange date relating to the Series X Preferred Units, 
as set forth in Section 8 of this Amendment. In the event of any conflict between the provisions of Section 4.2 of 
the Partnership Agreement and the provisions of this Section 6, the provisions of this Section 6 shall control.  
Section 7. Transfer Restrictions. (a) The holders of Series X Preferred Units shall be subject to all of the 
provisions of Section 11 of the Partnership Agreement as modified by this Section 7. Subject to the consent of 
the General Partner, which shall not be unreasonably withheld or delayed, the Series X Preferred Units may be 
transferred to a maximum of five (5) persons. At no time shall the number of holders of the Series X Preferred 
Units exceed five.  
(b) Notwithstanding anything to the contrary in Section 7(a), if any holder of Series X Preferred Units concludes 
based upon results or projected results that there exists (in the reasonable judgment of such holder) an imminent 
and substantial risk that such holder's interest in the Partnership represents or will represent more than 20% of the 
total profits or capital interests in the Partnership for a taxable year (determined in accordance with Treasury 
Regulations Section 1.731-2, then such holder shall be permitted to transfer so much of its Series X Preferred 
Units as may be appropriate to alleviate the risk of not satisfying such 20% limit.  
Section 8. Exchange Rights. (a) Right to Exchange. (i) Series X Preferred Units will be exchangeable in whole 
(and not in part) at any time on or after the tenth (10th) anniversary of the date of issuance, at the option of the 
Partnership or a majority of the holders thereof (acting as a whole), for authorized but previously unissued shares 
of 8 7/8% Series X Cumulative Redeemable Preferred Stock of the General Partner (the "Series X Preferred 
Stock") at an exchange rate of one share of Series X Preferred Stock for one Series X Preferred Unit, subject to 
adjustment as described below (the "Series X Exchange Price"); provided that the Series X Preferred Units will 
become exchangeable at any time, in whole (and not in part), at the option of a majority of the holders of Series 
X Preferred Units (acting as a whole) for Series X Preferred Stock if (x) at any time full distributions shall not 
have been timely made on any Series X Preferred Unit with respect to six (6) prior quarterly distribution periods, 
whether or not consecutive; provided, however, that a distribution in respect of Series X Preferred Units shall be 
considered timely made if made within two (2) Business Days after the applicable Series X Preferred Units 
Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution 
periods in respect of which full distributions were not timely made, (y) upon receipt by a holder or holders of 
Series X Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the 
General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the 
immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent 
counsel familiar with such matters addressed to a holder or holders of Series X Preferred Units, that the 
Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will 
be a PTP, or (z) the holders of the Series X Preferred Units hold or will hold 20% or more of the profits and 
capital interests of the Partnership, provided further that, in the case of clause (z), the Series X Preferred Units 
will be exchangeable only to the extent necessary to reduce the holdings of the holders of the Series X Preferred 
Units to less than 20% of the capital and profits interests of the Partnership.  
In addition to and not in limitation of the foregoing, the Series X Preferred Units may be exchanged for Series X 
Preferred Stock, in whole (and not in part), at the option of the holders of a majority of the Series X Preferred 
Units (acting as a whole) prior to the tenth (10th) anniversary of the issuance date and after the third anniversary 
thereof if such holder of Series X Preferred Units shall deliver to the General Partner either (i) a private letter 
ruling addressed to such holder of Series X Preferred Units or (ii) an opinion of independent counsel reasonably 
acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the 
publication of a Revenue Ruling in either case to the effect that an exchange of the Series X Preferred Units at 
such earlier time would not cause the Series X Preferred Units to be considered "stock and securities" within the 
meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of 

meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of 
determining whether the holder of such Series X Preferred Units is an "investment company" under section 721
(b) of the Code if an exchange is permitted at such earlier date.  
In addition to and not in limitation of the foregoing, the Series X Preferred Units may be exchanged in whole (and 
not in part) (regardless of whether held by Salomon Smith Barney Tax Advantaged Exchange Fund II, LLC 
("Subscriber") at the option of the holders of a majority of the Series X Preferred Units (acting as a whole) for 
Series X Preferred Stock (but only if the exchange in whole may be accomplished consistently with the 
ownership limitations set forth under the Article IV of the Charter of the General Partner, taking into account 
exceptions thereto) if at any time (i) the Partnership or the General Partner breach any of the covenants set forth 
in the Tax Representations Certificate delivered in connection with the Private Placement Purchase Agreement, 
dated as of September 7, 1999, among Subscriber, the Partnership and the General Partner, (ii) the Partnership 
reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not 
satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real 
estate investment trust within the meaning of the Code, (iii) under the circumstances described in the penultimate 
sentence of Section 6(b), or (iv) any holder of Series X Preferred Units shall deliver to the Partnership and the 
Company an opinion of independent counsel reasonably acceptable to the Company to the effect that, based on 
the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the 
income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate 
investment trust within the meaning of the Code, and that in the case of each of (ii) and  
(iv), such failure would create a meaningful risk that a holder of the Series X Preferred Units would fail to 
maintain qualification as a real estate investment trust.  
(ii) Notwithstanding anything to the contrary set forth in Section  
8(a)(i), if an Exchange Notice (as hereinafter defined) has been delivered to the General Partner, then the General 
Partner may, at its option, elect to redeem or cause the Partnership to redeem all (but not a portion) of the 
outstanding Series X Preferred Units for cash in an amount equal to the Liquidation Preference per Series X 
Preferred Unit. The General Partner may exercise its option to redeem the Series X Preferred Units for cash 
pursuant to this Section 8(a)(ii) by giving each holder of record of Series X Preferred Units notice of its election 
to redeem for cash, within five (5) Business Days after receipt of the Exchange Notice, by (m) fax, and (n) 
registered mail, postage paid at the address of each holder as it may appear on the records of the Partnership 
stating (A) the redemption date, which shall be no later than sixty (60) days following the receipt of the Exchange 
Notice, (B) the redemption price, (C) the place or places where the Series X Preferred Units are to be 
surrendered for payment of the redemption price, (D) that distributions on the Series X Preferred Units will cease 
to accrue on such redemption date; (E) that payment of the redemption price will be made upon presentation and 
surrender of the Series X Preferred Units and (F) the aggregate number of Series X Preferred Units to be 
redeemed.  
(iii) If an exchange of Series X Preferred Units pursuant to Section 8(a)(i) would violate the provisions on 
ownership limitation of the General Partner set forth in Article IV of the Charter of the General Partner with 
respect to the Series X Preferred Stock the General Partner shall give written notice thereof to each holder of 
record of Series X Preferred Units, within five  
(5) Business Days following receipt of the Exchange Notice, by (m) fax, and (n) registered mail, postage prepaid, 
at the address of each such holder set forth in the records of the Partnership. In such event, each holder of Series 
X Preferred Units shall be entitled to exchange, pursuant to the provisions of  
Section 8(b) a number of Series X Preferred Units which would comply with the provisions on the ownership 
limitation of the General Partner set forth in such Article IV of the Charter of the General Partner and any Series 
X Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an 
amount equal to the Liquidation Preference. The written notice of the General Partner shall state (A) the number 
of Excess Units held by such holder, (B) the redemption price of the Excess Units, (C) the date on which such 
Excess Units shall be redeemed, which date shall be no later than sixty (60) days following the receipt of the 
Exchange Notice, (D) the place or places where such Excess Units are to be surrendered for payment of the 
Redemption Price, (E) that distributions on the Excess Units will cease to accrue on such redemption date, and 
(F) that payment of the redemption price will be made upon presentation and surrender of such Excess Units. If 
an exchange would result in Excess Units, as a condition to such exchange, each holder of such units agrees to 
provide representations and covenants reasonably requested by the General Partner relating to (1) the widely 
held nature of the interests in such holder, sufficient to assure the General Partner that the holder's ownership of 
stock of the General Partner (without regard to the limits described above) will not cause any Person (as such 
term is defined in the Articles of Incorporation of the General Partner) to own stock of the General Partner in an 
amount that would cause such Person not to comply with the provisions of the ownership limitation of the General 

amount that would cause such Person not to comply with the provisions of the ownership limitation of the General 
Partner set forth in such Article IV of the Articles of Incorporation of the General Partner; and (2) to the extent 
such holder can so represent and covenant without obtaining information from its owners, the holder's ownership 
of tenants of the Partnership and its affiliates.  
Notwithstanding any provision of this Agreement to the contrary, no Series X Limited Partner shall be entitled to 
effect an exchange of Series X Preferred Units for Series X Preferred Stock to the extent that ownership or right 
to acquire such shares would cause the Partner or any other Person or, in the opinion of counsel selected by the 
General Partner, may cause the Partner or any other Person to violate the restrictions on ownership and transfer 
of Series X Preferred Stock set forth in the Articles of Incorporation. To the extent any such attempted exchange 
for Series X Preferred Stock would be in violation of the previous sentence, it shall be void ab initio and such 
Series X Limited Partner shall not acquire any rights or economic interest in the Series X Preferred Stock 
otherwise issuable upon such exchange.  
(iv) The redemption of Series X Preferred Units described in Section 8(a)(ii) and (iii) shall be subject to the 
provisions of Section 5(b)(i) and  
Section 5(b)(ii); provided, however, that the term "redemption price" in such  
Section shall be read to mean the Liquidation Preference per Series X Preferred Unit being redeemed.  
(b) Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange 
Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) 
by certified mail postage prepaid. The exchange of Series X Preferred Units may be effected after the fifth (5th) 
Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates if any, 
representing such Series X Preferred Units to be exchanged together with, if applicable, written notice of 
exchange and a proper assignment of such Series X Preferred Units to the office of the General Partner 
maintained for such purpose. Currently, such office is c/o PS Business Parks, Inc., 701 Western Avenue, 
Glendale, California 91201, Attention: Jack E. Corrigan. Each exchange will be deemed to have been effected 
immediately prior to the close of business on the date on which such Series X Preferred Units to be exchanged 
(together with all required documentation) shall have been surrendered and notice shall have been received by the 
General Partner as aforesaid and the Exchange Price shall have been paid. Any Series X Preferred Stock issued 
pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and 
nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the 
Bylaws of the General Partner, the Securities Act of 1933, as amended and relevant state securities or blue sky 
laws.  
(ii) In the event of an exchange of Series X Preferred Units for shares of Series X Preferred Stock, an amount 
equal to the accrued and unpaid Priority Return, whether or not declared, to the date of exchange on any Series 
X Preferred Units tendered for exchange shall (a) accrue on the shares of the Series X Preferred Stock into 
which such Series X Preferred Units are exchanged, and (b) continue to accrue on such Series X Preferred 
Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such 
Series X Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a 
Series X Preferred Unit that was validly exchanged into Series X Preferred Stock pursuant to this section (other 
than the General Partner now holding such Series X Preferred Unit), receive a distribution from the Partnership, if 
such holder, after exchange, is entitled to receive a distribution from the General Partner with respect to the share 
of Series X Preferred Stock for which such Series X Preferred Unit was exchanged or redeemed.  
(iii) Fractional shares of Series X Preferred Stock are not to be issued upon exchange but, in lieu thereof, the 
General Partner will pay a cash adjustment based upon the fair market value of the Series X Preferred Stock on 
the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.  
(c) Adjustment of Exchange Price. (i) The Exchange Price is subject to adjustment upon certain events, including, 
(a) subdivisions, combinations and reclassification of the Series X Preferred Stock, and (b) distributions to all 
holders of Series X Preferred Stock of evidences of indebtedness of the General Partner or assets (including 
securities, but excluding dividends and distributions paid in cash out of equity applicable to Series X Preferred 
Stock).  
(ii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, 
consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital 
stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series 
X Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other 

X Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other 
property (including cash or any combination thereof), each Series X Preferred Unit will thereafter be 
exchangeable into the kind and amount of shares of capital stock and other securities and property receivable 
(including cash or any combination thereof) upon the consummation of such transaction by a holder of that 
number of shares of Series X Preferred Stock or fraction thereof into which one Series X Preferred Unit was 
exchangeable immediately prior to such transaction. The General Partner may not become a party to any such 
transaction unless the terms thereof are consistent with the foregoing. In the event of a conflict between the 
provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8
(c)(ii) shall control.  
Section 9. No Conversion Rights. Except as set forth in Section 8, the holders of the Series X Preferred Units 
shall not have any rights to convert such units into shares of any other class or series of stock or into any other 
securities of, or interest in, the Partnership.  
Section 10. No Sinking Fund. No sinking fund shall be established for the retirement or redemption of Series X 
Preferred Units.  
Section 11. Exhibit A to Partnership Agreement. In order to duly reflect the issuance of the Series X Preferred 
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 12. 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.  
 
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;  
By: /s/ Jack Corrigan 
    ---------------------- 
    Jack Corrigan 
    Vice President and 
    Chief Financial Officer

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.  
 
PS BUSINESS PARKS, INC.  
Exhibit 11: Statement re: Computation of Earnings per Share  
 
Exhibit 11  
PS BUSINESS PARKS, INC.  
Exhibit 12: Statement re: Computation of Ratio of Earnings to Fixed Charges  
By: /s/ Jack Corrigan 
    -------------------------
    Jack Corrigan 
    Vice President and 
    Chief Financial Officer 
                                                                 For the Three Months Ended       For the
                                                                        September 30,                  Se
                                                               -----------------------------  -----------
                                                                   1999            1998            1999  
                                                               --------------  -------------  -----------
Basic and Diluted Earnings Per Share: 
 
Net income allocable to common shareholders.............        $  9,383,000   $   9,748,000   $  28,218,
                                                               ==============  =============  ===========
Weighted average common shares outstanding: 
   Basic weighted average common shares outstanding.....          23,641,000      23,636,000      23,639,
   Net effect of dilutive  stock  options - based on 
     treasury stock method using average market price...              83,000          60,000          74,
                                                               --------------  -------------  -----------
   Diluted weighted average common shares outstanding...          23,724,000      23,696,000      23,713,
                                                               ==============  =============  ===========
 
Basic earnings per common share.........................       $        0.40    $       0.41   $       1.
                                                               ==============  =============  ===========
Diluted earnings per common share.......................       $        0.40    $       0.41   $       1.
                                                               ==============  =============  ===========
                                                                        Nine Months Ended 
                                                                          September 30, 
                                                            ----------------------------------------
                                                                  1999                     1998 
                                                            ----------------        ----------------
 
Net income............................................       $   30,352,000          $   21,124,000 
Minority interest.....................................           10,769,000               8,696,000 
Interest expense......................................            2,658,000               1,736,000 
                                                            ----------------        ----------------
   Total earnings available to cover fixed charges....       $   43,779,000          $   31,556,000 
                                                            ================        ================
 
Total fixed charges - interest expense (1)............       $    3,242,000          $    1,736,000 
                                                            ================        ================
 
Total preferred distributions.........................       $    3,370,000          $            - 
                                                            ================        ================
Total combined fixed charges and preferred 
distributions.........................................       $    6,612,000          $    1,736,000 
                                                            ================        ================
 

PS BUSINESS PARKS, INC.  
Exhibit 11: Statement re: Computation of Earnings per Share  
 
Exhibit 11  
PS BUSINESS PARKS, INC.  
Exhibit 12: Statement re: Computation of Ratio of Earnings to Fixed Charges  
 
                                                                 For the Three Months Ended       For the
                                                                        September 30,                  Se
                                                               -----------------------------  -----------
                                                                   1999            1998            1999  
                                                               --------------  -------------  -----------
Basic and Diluted Earnings Per Share: 
 
Net income allocable to common shareholders.............        $  9,383,000   $   9,748,000   $  28,218,
                                                               ==============  =============  ===========
Weighted average common shares outstanding: 
   Basic weighted average common shares outstanding.....          23,641,000      23,636,000      23,639,
   Net effect of dilutive  stock  options - based on 
     treasury stock method using average market price...              83,000          60,000          74,
                                                               --------------  -------------  -----------
   Diluted weighted average common shares outstanding...          23,724,000      23,696,000      23,713,
                                                               ==============  =============  ===========
 
Basic earnings per common share.........................       $        0.40    $       0.41   $       1.
                                                               ==============  =============  ===========
Diluted earnings per common share.......................       $        0.40    $       0.41   $       1.
                                                               ==============  =============  ===========
                                                                        Nine Months Ended 
                                                                          September 30, 
                                                            ----------------------------------------
                                                                  1999                     1998 
                                                            ----------------        ----------------
 
Net income............................................       $   30,352,000          $   21,124,000 
Minority interest.....................................           10,769,000               8,696,000 
Interest expense......................................            2,658,000               1,736,000 
                                                            ----------------        ----------------
   Total earnings available to cover fixed charges....       $   43,779,000          $   31,556,000 
                                                            ================        ================
 
Total fixed charges - interest expense (1)............       $    3,242,000          $    1,736,000 
                                                            ================        ================
 
Total preferred distributions.........................       $    3,370,000          $            - 
                                                            ================        ================
Total combined fixed charges and preferred 
distributions.........................................       $    6,612,000          $    1,736,000 
                                                            ================        ================
 
Ratio of earnings to fixed charges....................                13.50                   18.18 
                                                            ================        ================
 
Ratio of earnings to combined fixed charges and 
preferred distributions...............................                 6.62                   18.18 
                                                            ================        ================
                                                                   Years Ended December 31, 
                                       ------------------------------------------------------------------
                                            1998             1997            1996             1995       
                                       --------------   --------------  --------------   --------------  
 
Net income.........................     $ 29,400,000     $  3,836,000    $    519,000     $  1,192,000   
Minority interest..................       11,208,000        8,566,000               -                -   
Interest expense...................        2,361,000            1,000               -                -   

PS BUSINESS PARKS, INC.  
Exhibit 12: Statement re: Computation of Ratio of Earnings to Fixed Charges  
 
 
(1) Fixed charges include interest expense plus capitalized interest.  
Exhibit 12  
PS BUSINESS PARKS, INC.  
Exhibit 12: Statement re: Computation of Ratio of Earnings to Fixed Charges  
Supplemental disclosure of Ratio of Funds from Operations ("FFO") to fixed charges:  
                                                                        Nine Months Ended 
                                                                          September 30, 
                                                            ----------------------------------------
                                                                  1999                     1998 
                                                            ----------------        ----------------
 
Net income............................................       $   30,352,000          $   21,124,000 
Minority interest.....................................           10,769,000               8,696,000 
Interest expense......................................            2,658,000               1,736,000 
                                                            ----------------        ----------------
   Total earnings available to cover fixed charges....       $   43,779,000          $   31,556,000 
                                                            ================        ================
 
Total fixed charges - interest expense (1)............       $    3,242,000          $    1,736,000 
                                                            ================        ================
 
Total preferred distributions.........................       $    3,370,000          $            - 
                                                            ================        ================
Total combined fixed charges and preferred 
distributions.........................................       $    6,612,000          $    1,736,000 
                                                            ================        ================
 
Ratio of earnings to fixed charges....................                13.50                   18.18 
                                                            ================        ================
 
Ratio of earnings to combined fixed charges and 
preferred distributions...............................                 6.62                   18.18 
                                                            ================        ================
                                                                   Years Ended December 31, 
                                       ------------------------------------------------------------------
                                            1998             1997            1996             1995       
                                       --------------   --------------  --------------   --------------  
 
Net income.........................     $ 29,400,000     $  3,836,000    $    519,000     $  1,192,000   
Minority interest..................       11,208,000        8,566,000               -                -   
Interest expense...................        2,361,000            1,000               -                -   
                                       --------------   --------------  --------------   --------------  
     Total earnings available to 
       cover fixed charges.........     $ 42,969,000     $ 12,403,000    $    519,000     $  1,192,000   
                                       ==============   ==============  ==============   ==============  
Total fixed charges - interest 
   expense (1).....................     $  2,629,000     $      1,000    $          -     $          -   
                                       ==============   ==============  ==============   ==============  
 
Ratio of earnings to fixed charges.            16.34           12,403          N/A              N/A      
                                       ==============   ==============  ==============   ==============  
                                                                        Nine Months Ended 
                                                                          September 30, 
                                                            ----------------------------------------

PS BUSINESS PARKS, INC.  
Exhibit 12: Statement re: Computation of Ratio of Earnings to Fixed Charges  
Supplemental disclosure of Ratio of Funds from Operations ("FFO") to fixed charges:  
 
 
(1) Fixed charges include interest expense plus capitalized interest.  
Exhibit 12  
 
 
                                                                        Nine Months Ended 
                                                                          September 30, 
                                                            ----------------------------------------
                                                                  1999                     1998 
                                                            ----------------        ----------------
 
FFO...................................................       $   56,848,000          $   40,317,000 
Interest expense......................................            2,658,000               1,736,000 
Minority interest in income - preferred units.........            1,236,000                       - 
Preferred dividends...................................            2,134,000                       - 
                                                            ----------------        ----------------
   Adjusted FFO available to cover fixed charges......       $   62,876,000          $   42,053,000 
                                                            ================        ================
 
Total fixed charges - interest expense (1)............       $    3,242,000          $    1,736,000 
                                                            ================        ================
 
Total preferred distributions.........................       $    3,370,000          $            - 
                                                            ================        ================
Total combined fixed charges and preferred 
distributions.........................................       $    6,612,000          $    1,736,000 
                                                            ================        ================
 
Ratio of FFO to fixed charges.........................                19.39                   24.22 
                                                            ================        ================
Ratio of FFO to combined fixed charges and preferred 
distributions.........................................                 9.51                   24.22 
                                                            ================        ================
                                                                   Years Ended December 31, 
                                       ------------------------------------------------------------------
                                            1998             1997            1996             1995       
                                       --------------   --------------  --------------   --------------  
 
FFO................................     $ 57,430,000     $ 17,597,000    $    303,000     $    720,000   
Interest expense...................        2,361,000            1,000               -                -   
                                       --------------   --------------  --------------   --------------  
Adjusted FFO available to cover 
   fixed charges...................     $ 59,791,000     $ 17,598,000    $    303,000     $    720,000   
                                       ==============   ==============  ==============   ==============  
Total fixed charges - interest 
   expense (1).....................     $  2,629,000     $      1,000    $          -     $          -   
                                       ==============   ==============  ==============   ==============  
 
Ratio of FFO to fixed charges......            22.74           17,598          N/A              N/A      
                                       ==============   ==============  ==============   ==============  
ARTICLE 5 
PS BUSINESS PARKS. INC. EXHIBIT 27 - FINANCIAL DATA SCHEDULE ARTICLE 5 OF REGULATION S-X
CIK: 0000866368 
NAME: PS Business Parks, Inc. 
MULTIPLIER: 1 
CURRENCY: U.S. $ 
PERIOD TYPE 
9 MOS
FISCAL YEAR END 
DEC 31 1999

 
 
ARTICLE 5 
PS BUSINESS PARKS. INC. EXHIBIT 27 - FINANCIAL DATA SCHEDULE ARTICLE 5 OF REGULATION S-X
CIK: 0000866368 
NAME: PS Business Parks, Inc. 
MULTIPLIER: 1 
CURRENCY: U.S. $ 
PERIOD TYPE 
9 MOS
FISCAL YEAR END 
DEC 31 1999
PERIOD START 
JAN 01 1999
PERIOD END 
SEP 30 1999
EXCHANGE RATE 
1
CASH 
118,988,000
SECURITIES 
0
RECEIVABLES 
0
ALLOWANCES 
0
INVENTORY 
0
CURRENT ASSETS 
118,988,000
PP&E 
815,937,000
DEPRECIATION 
(43,932,000)
TOTAL ASSETS 
906,387,000
CURRENT LIABILITIES 
19,210,000
BONDS 
0
PREFERRED MANDATORY 
0
PREFERRED 
55,000,000
COMMON 
236,000
OTHER SE 
497,153,000
TOTAL LIABILITY AND EQUITY 
906,387,000
SALES 
0
TOTAL REVENUES 
93,780,000
CGS 
0
TOTAL COSTS 
26,021,000
OTHER EXPENSES 
23,980,000
LOSS PROVISION 
0
INTEREST EXPENSE 
2,658,000
INCOME PRETAX 
30,352,000
INCOME TAX 
0
INCOME CONTINUING 
30,352,000
DISCONTINUED 
0
EXTRAORDINARY 
0
CHANGES 
0
NET INCOME 
30,352,000
EPS BASIC 
1.19
EPS DILUTED 
1.19