PS BUSINESS PARKS INC/CA
EXHIBIT 10.16
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10.16
<TEXT>



================================================================================


                                                                   Exhibit 10.16



                 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

                         dated as of September 29, 2000

                                      among

                            PS BUSINESS PARKS, L.P.,


                           THE LENDERS LISTED HEREIN,


                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                    as Agent



================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

ARTICLE I.   THE AMENDMENTS..................................................1
             --------------

          SECTION 1.1.  Definitions..........................................1

          SECTION 1.2.  Extension............................................1

          SECTION 1.3.  Financial Information................................2

          SECTION 1.4.  Minimum Tangible Net Worth...........................2


ARTICLE II.  CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT...................2
             ---------------------------------------------


ARTICLE II.  REPRESENTATIONS OF BORROWER.....................................3
             ---------------------------


ARTICLE IV.  MISCELLANEOUS...................................................3
             -------------

          SECTION 4.1.  Capitalized Terms....................................3

          SECTION 4.2.  Ratification.........................................3

          SECTION 4.3.  Counterparts.........................................3

          SECTION 4.4.  Governing Law........................................3


                                        i
<PAGE>


                 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT


                  THIS SECOND  AMENDMENT TO  REVOLVING  CREDIT  AGREEMENT  (this
"Amendment")  dated as of September  29, 2000 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 entered into that
certain  Revolving  Credit  Agreement  dated as of August 6, 1998 (the "Original
                                                                       ---------
Agreement"),  which  Original  Agreement  was  amended  by  that  certain  First
----------
Amendment to Revolving  Credit Agreement dated as of August 19, 1999 (the "First
                                                                          ------
Amendment")  among  the  Borrower,  the  Agent  and the  Lenders  (the  Original
----------
Agreement  as amended by the First  Amendment  being  referred  to herein as the
"Modified Credit Agreement");
---------------------------

                  WHEREAS,  Borrower,  the  Lenders and the Agent wish to extend
the Maturity  Date to August 6, 2003 and make certain  other  amendments  to the
Modified Credit Agreement.  The Modified Credit  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 Modified Credit Agreement:

                  "Maturity  Date"  means  at  any  time,  the   then-applicable
                  ----------------
maturity date specified hereunder.  The initial Maturity Date shall be August 6,
2003,  although  such date may be extended by the Lenders as provided in Section
2.5.2 hereof.

                  "Net Worth" means, at any date, the consolidated stockholders'
                  -----------
equity of the Borrower  (including  minority  interests in the Borrower) and the
Consolidated  Entities,   excluding  any  amounts  attributable  to  mandatorily
redeemable  preferred stock (other than preferred stock  redeemable  solely with
common  stock);   provided,   solely  for  purposes  of  this  definition,   the
consolidated  stockholders'  equity will be adjusted to add the net additions to
accumulated  depreciation and amortization  occurring subsequent to December 31,
1999.

                  SECTION 1.2.  Extension.  Section 2.5.2 of the Modified Credit
                                ---------
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, 2001). 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

                                        1
<PAGE>

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, 2001.  If approved,  the Maturity Date would then be extended
from  August 6, 2003 to August 6,  2004.  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.

                  SECTION  1.3.  Financial  Information.  Section  4.5.1  of the
                                 ----------------------
Modified Credit  Agreement is hereby amended by deleting the dates "December 31,
1997"  and  "December  31,  1998" and  substituting  in lieu  thereof  the dates
"December 31, 1998" and "December 31, 1999"  respectively.  Section 4.5.2 of the
Modified  Credit  Agreement  is hereby  amended by deleting  the words "June 30,
1999" and substituting in lieu thereof the words "June 30, 2000".

                  SECTION 1.4. Minimum Tangible Net Worth.  Section 6.4.3 of the
                               --------------------------
Modified  Credit  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)  $800,000,000
plus (ii) ninety percent (90%) of Equity Offering Net Proceeds.


                                  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:

                  (a) 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;

                  (b) Guarantor shall have executed and delivered to the Agent a
duly executed  consent to this  Amendment  reaffirming  Guarantor's  obligations
under the Guaranty;

                  (c) 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;

                  (d) 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;

                  (e) 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 Fee Letter dated September 29, 2000 between Borrower
and Agent and the Modified Credit Agreement on or before the Amendment Date; and

                  (f) no Default or Event of Default shall have occurred.


                                       2
<PAGE>

                                  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
Modified Credit  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 Modified Credit 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 Modified Credit
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 Modified
Credit  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 Modified  Credit  Agreement  and not  otherwise
defined herein shall have the meanings specified therein.

                  SECTION 4.2  Ratification  The Modified Credit  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).

                                       3

<PAGE>

                  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/ Jack Corrigan
                                                    -----------------
                                                Name:    Jack Corrigan
                                                Title:   Vice President


Address:                                Address:  PS BUSINESS PARKS, L.P.
                                                  701 Western Avenue
                                                  Glendale, California  91201
                                                  Attn:  Chief Financial Officer
                                                  Telephone:  (818) 244-8080
                                                  Telecopier: (818) 244-9267


<PAGE>

                                          Agent:

                                          Wells Fargo Bank, National Association


                                          By: /s/ Sharon Fisher
                                              -----------------
                                          Name:    Sharon Fisher
                                          Title:   Vice President



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

<PAGE>



                                          Lender:

                                          Wells Fargo Bank, National Association


                                          By: /s/ Sharon Fisher
                                              -----------------
                                          Name:    Sharon Fisher
                                          Title:   Vice President


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                             Wells Fargo Bank, National Association
OFFICE:                                   2120 East Park Place, Suite 100
                                          El Segundo, California 90245
                                          Attention:  Anne Colvin
                                          Telephone:  (310) 335-9458
                                          Telecopier: (310) 615-1014


<PAGE>

                              CONSENT OF GUARANTOR
                              --------------------

The   undersigned,   PS  BUSINESS   PARKS,   INC.,  a   California   corporation
("Guarantor"),  (i)  hereby  consents  to  the  foregoing  Second  Amendment  to
Revolving  Credit  Agreement  dated  as  of  September  29,  2000  (the  "Second
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 each of the First Amendment to Revolving Credit Agreement dated as
of August 19,  1999 among  Borrower,  the  Lenders  and the Agent and the Second
Amendment.



                                                 PS BUSINESS PARKS, INC.,
                                                 a California corporation


                                                 By: /s/ Jack Corrigan
                                                     -----------------
                                                 Name:    Jack Corrigan
                                                 Title:   Vice President


</TEXT>
</DOCUMENT>
