CREDIT AGREEMENT Dated as of January , 2011 by and among PACIFIC OFFICE PROPERTIES, L.P., as Borrower, PACIFIC OFFICE PROPERTIES TRUST, INC. as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.6., as Lenders, WELLS...Credit Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of January , 2011 by and among PACIFIC OFFICE PROPERTIES, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), PACIFIC OFFICE PROPERTIES TRUST, INC., a corporation formed under the laws of the State of Maryland (the “Parent”), WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., and CREDIT SUISSE SECURITIES, LLC, as Joint Lead Arrangers (the “Joint Lead Arrangers”) and Joint Bookrunners (the “Joint Bookrunners”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”) and [CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH] and CITICORP USA, INC., as Syndication Agents (the “Syndication Agents”).
PACIFIC OFFICE PROPERTIES TRUST, INC. UP TO 40,000,000 SHARES OF SENIOR COMMON STOCK DEALER MANAGER AGREEMENTDealer Manager Agreement • January 6th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
Pacific Office Properties Trust, Inc., a Maryland corporation (the “Company”), is registering $400,000,000 aggregate principal amount of shares of its Senior Common Stock, $0.0001 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $350,000,000 aggregate principal amount of Shares is intended to be offered pursuant to the primary offering and (ii) $50,000,000 aggregate principal amount of Shares is intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRIP”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined in Section 1.1) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.00 per Share and the Shares are to be sold pursuant to the DRIP for the higher of 95% of the estimated fair market value per share of the Shares or $10.00 per Share.
CREDIT AGREEMENT DATED AS OF AUGUST 25, 2008 by and among PACIFIC OFFICE PROPERTIES, L.P., AS BORROWER, KEYBANK NATIONAL ASSOCIATION, AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, AND KEYBANC...Credit Agreement • August 29th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
THIS CREDIT AGREEMENT (this “Agreement”) is made as of the 25th day of August, 2008, by and among PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Effective February 1, 2011)Employment Agreement • May 16th, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 1st of February, 2011 (the “Effective Date”) by and between Pacific Office Management, Inc., a Delaware corporation (“POMI” or the “Company,” as may be applicable), Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), Pacific Office Properties, L.P., a Delaware limited partnership (the “OP”) and James R. Ingebritsen (the “Executive”).
SIXTH AMENDMENT TO LOAN DOCUMENTS (2017)Loan Agreement • March 12th, 2018 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Hawaii
THIS SIXTH AMENDMENT TO LOAN DOCUMENTS (2017) (“Amendment”), dated December 29, 2017, but effective as of December 31, 2017, by and between FIRST HAWAIIAN BANK, a Hawaii corporation (the “Lender”), and PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”); and SHIDLER EQUITIES L.P., a Hawaii limited partnership (the “Pledgor”);
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC OFFICE PROPERTIES, L.P. a Delaware limited partnership dated as of December 30, 2009Limited Partnership Agreement • January 5th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Delaware
The undersigned, Pacific Office Properties Trust, Inc., a Maryland corporation (defined herein as the “General Partner”), being the sole general partner of Pacific Office Properties, L.P., a Delaware limited partnership (defined herein as the “Partnership”), does hereby amend and restate the Prior LP Agreement (as defined below) this 30th day of December, 2009 as follows:
PURCHASE AND SALE AGREEMENT BETWEEN CITY CENTER LAND COMPANY, LLC and CITY CENTER, LLC ANDPurchase and Sale Agreement • March 13th, 2015 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Hawaii
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of December 29, 2014 (the “Effective Date”), by and among CITY CENTER LAND COMPANY, LLC, a Hawaii limited liability company (“CCLC”), CITY CENTER, LLC, a Hawaii limited liability company (“CC”) (CCLC and CC are collectively referred to herein as “Seller”), and U. YAMANE, LIMITED, a Hawaii corporation (“Buyer”). Seller (and either of them) and Buyer may separately be referred to as a “Party” and may collectively be referred to herein as the “Parties”.
SIXTH AMENDMENT TO INDEMNIFICATION AGREEMENTIndemnification Agreement • March 12th, 2018 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Hawaii
THIS SIXTH AMENDMENT TO INDEMNIFICATION AGREEMENT (“Sixth Amendment”) is made as of December 29, 2017 (the “Effective Date”), by PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership, whose address is 841 Bishop Street, Suite 1700, Honolulu, Hawaii 96813 (“Pacific Office”), and SHIDLER EQUITIES L.P., a Hawaii limited partnership, whose address is 841 Bishop Street, Suite 1700, Honolulu, Hawaii 96813 (“Shidler Equities”).
SEVENTH AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 13th, 2014 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Seventh Amendment of Purchase and Sale Agreement (this “Amendment”) is made and entered into as of August 11, 2014 (the “Amendment Date”) by and among CITY CENTER LAND COMPANY, LLC, a Hawaii limited liability company, CITY CENTER, LLC, a Hawaii limited liability company (collectively, “Seller”) and MCKINNEY CAPITAL GROUP, a California limited liability company (“Buyer”).
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC OFFICE PROPERTIES, L.P.Limited Partnership Agreement • August 14th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
As of June 19, 2008, the undersigned, being the sole general partner of Pacific Office Properties, L.P. (the “Partnership”), a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act and pursuant to the terms of that certain Amended and Restated Limited Partnership Agreement of Limited Partnership, dated March 19, 2008, as amended (the “Partnership Agreement”), does hereby amend the Partnership Agreement as follows:
AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENTEmployment Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Illinois
THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of January 3, 2011, by and among Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), Pacific Office Properties, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with POPT, the “Company”), and James R. Ingebritsen (the “Executive”).
PURCHASE OPTION AGREEMENTPurchase Option Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Delaware
This PURCHASE OPTION AGREEMENT (this “Agreement”) made as of January 3, 2011, by and between PACIFIC OFFICE PROPERTIES TRUST, INC., a publicly-traded Maryland corporation (“PCE”), and PRIORITY CAPITAL GROUP, LLC, a Delaware limited liability company (the “Company”).
STOCK PURCHASE, REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTStock Purchase Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Delaware
THIS STOCK PURCHASE, REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made this 3rd day of January, 2011, by and among Pacific Office Properties, L.P., a Delaware limited partnership (the “Buyer”), Jay H. Shidler, an individual resident of the State of Hawaii; JRI Equities II, LLC, a California limited liability company; MJR Equities, LLC, a California limited liability company; Lawrence J. Taff, an individual resident of the State of Hawaii; and James C. Reynolds, an individual resident of the State of California (each, a “Seller” collectively, the “Sellers”). Each of Buyer and Seller is sometimes referred to individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 9th, 2013 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Third Amendment of Purchase and Sale Agreement (this “Amendment”) is made and entered into as of the 8th day of April, 2013 by and among CITY CENTER LAND COMPANY, LLC, a Hawaii limited liability company, and CITY CENTER, LLC, a Hawaii limited liability company (collectively, “Seller”) and A & B PROPERTIES, INC., a Hawaii corporation (“Buyer”), with respect to the real property and improvements located at 810 Richards Street, Honolulu, Hawaii 96813.
INDEMNITY AGREEMENTIndemnification Agreement • March 31st, 2005 • Arizona Land Income Corp • Real estate investment trusts • Arizona
By this INDEMNIFICATION AGREEMENT (this “Agreement”), Arizona Land Income Corporation, an Arizona corporation (the “Corporation”), and the undersigned member of its Board of Directors (“Director”), warrant, covenant and agree as follows:
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS PACIFIC OFFICE PROPERTIES TRUST (WARD AVENUE) LLC, a Delaware limited liability company and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust February 15, 2012Purchase and Sale Agreement • May 15th, 2012 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Hawaii
This Agreement contains representations and warranties by the parties thereto and are not intended to be and should not be relied upon by any other person. A party's representations and warranties were made solely for the benefit of the other party and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to the party making the representation and warranty if it proves to be inaccurate; (ii) may have been qualified in this Agreement by disclosures that were made to the other party in connection with the negotiation of this Agreement (provided that any specific facts that contradict the representations and warranties in this Agreement in any material respect have been disclosed); (iii) may apply contract standards of “materiality” that are different from “materiality” under applicable securities laws; and (iv) were made only as of the date of this Agreement or such other date or dates as may be specified in this Agreement.
FORM OF] CONTRIBUTION AGREEMENT Between ARIZONA LAND INCOME CORPORATION And POP VENTURE, LLC Dated as of November 2, 2006Contribution Agreement • November 6th, 2006 • Arizona Land Income Corp • Real estate investment trusts • Delaware
Each of the 10 Contribution Agreements differs as required to reflect, among other things, different forms of ownership and economic interests in the 10 properties and the different legal and physical characteristics of the 10 properties as follows:
ADVISORY AGREEMENT BETWEEN PACIFIC OFFICE PROPERTIES TRUST, INC., PACIFIC OFFICE PROPERTIES, L.P. AND PACIFIC OFFICE MANAGEMENT, INC. Dated as of June , 2007Advisory Agreement • March 29th, 2007 • Arizona Land Income Corp • Real estate investment trusts • Delaware
THIS AGREEMENT, made as of June , 2007, among PACIFIC OFFICE PROPERTIES TRUST, INC., a Maryland corporation (“POP”), PACIFIC OFFICE PROPERTIES, L.P. , a Delaware limited partnership (the “Operating Partnership” and together with POP, the “Company”), and PACIFIC OFFICE MANAGEMENT, INC. (the “Advisor”).
MASTER REGISTRATION RIGHTS AGREEMENT of PACIFIC OFFICE PROPERTIES TRUST, INC. Dated as of March 19, 2008 for the benefit of CERTAIN HOLDERS OF LIMITED PARTNERSHIP UNITS OF PACIFIC OFFICE PROPERTIES, L.P. And CERTAIN HOLDERS OF SHARES OF COMMON STOCK...Master Registration Rights Agreement • March 25th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Maryland
THIS MASTER REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 19, 2008 by PACIFIC OFFICE PROPERTIES TRUST, INC. (the “Company”) for the benefit of Person(s) (as hereinafter defined) identified from time to time in Schedule 1 to one or more Supplemental Registration Rights Agreements (each, a “Supplement”) substantially in the form of Exhibit A hereto, entered into by the Company and such Persons.
ContractMaster Formation and Contribution Agreement • October 29th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
On March 19, 2008, Arizona Land Income Corporation, an Arizona corporation (“AZL”), and POP Venture, LLC, a Delaware limited liability company (“Venture”), consummated the transactions (the “Transactions”) contemplated by that certain Master Formation and Contribution Agreement, dated as of October 3, 2006, as amended (the “Master Agreement”). As part of the Transactions, in order to effect a change in AZL’s state of incorporation, AZL merged with and into its wholly-owned subsidiary (the “Reincorporation”), Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), with POPT as the surviving corporation. As contemplated by the Master Agreement, substantially all of the assets and certain liabilities of AZL and substantially all of the commercial real estate assets and related liabilities of Venture were contributed to a newly formed umbrella partnership, Pacific Office Properties, L.P., a Delaware limited partnership (the “Operating Partnership” or “UPREIT”), in which POP
PURCHASE AND SALE AGREEMENT AMONG PAN AM I, LLC PAN AM II, LLC PAN AM III, LLC PAN AM IV, LLC AND DON QUIJOTE (USA) CO., LTD. PAN AM BUILDING City and County of Honolulu, HawaiiPurchase and Sale Agreement • November 9th, 2016 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Hawaii
NONCOMPETITION AGREEMENTNoncompetition Agreement • December 11th, 2006 • Arizona Land Income Corp • Real estate investment trusts • Delaware
This NONCOMPETITION AGREEMENT is made and entered into as of the ___ day of __________, __________, by and between Pacific Office Properties L.P., a Delaware limited partnership (the “Company”), and [Jay H. Shidler/Lawrence J. Taff] (the “Officer”).
SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 13th, 2014 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Second Amendment of Purchase and Sale Agreement (this “Amendment”) is made and entered into as of July 14, 2014 (the “Amendment Date”) by and among CITY CENTER LAND COMPANY, LLC, a Hawaii limited liability company, CITY CENTER, LLC, a Hawaii limited liability company (collectively, “Seller”) and MCKINNEY CAPITAL GROUP, a California limited liability company (“Buyer”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 25th, 2019 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2019, by and among Pacific Office Properties Trust, Inc., a Maryland corporation (the “Company”), Shidler Equities L.P., a Hawaii limited partnership (“Parent”), and POP Acquisition, Inc., a Maryland corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC OFFICE PROPERTIES, L.P. a Delaware limited partnership dated as of , 2007Limited Partnership Agreement • December 11th, 2006 • Arizona Land Income Corp • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership, effective as of , 2007 (the “Effective Time”), is entered into by and among Pacific Office Properties Trust, Inc., a Maryland corporation (defined herein as the “General Partner”), as the general partner of and a limited partner in the Partnership, and POP Venture, LLC, a Delaware limited liability company, as the initial limited partner of the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.
EXCHANGE AGREEMENTExchange Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Illinois
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of January, 2011, by and among the undersigned holders (the “Holders”) of promissory notes issued by Pacific Office Properties, L.P., a Delaware limited partnership (the “Partnership”), the Recipients (as defined below) and the Partnership.
ContractAdvisory Agreement • September 28th, 2009 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
FOURTH AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 13th, 2014 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Fourth Amendment of Purchase and Sale Agreement (this “Amendment”) is made and entered into as of July 31, 2014 (the “Amendment Date”) by and among CITY CENTER LAND COMPANY, LLC, a Hawaii limited liability company, CITY CENTER, LLC, a Hawaii limited liability company (collectively, “Seller”) and MCKINNEY CAPITAL GROUP, a California limited liability company (“Buyer”).
THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC OFFICE PROPERTIES, L.P.Agreement of Limited Partnership • September 28th, 2009 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
As of September 25, 2009, the undersigned, being the sole general partner of Pacific Office Properties, L.P. (the “Partnership”), a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, and pursuant to the terms of that certain Amended and Restated Agreement of Limited Partnership, dated March 19, 2008, as amended (the “Partnership Agreement”), does hereby amend the Partnership Agreement as follows:
MASTER AMENDMENT TO CERTAIN CONTRIBUTION AGREEMENTSContribution Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Master Amendment to Certain Contribution Agreements (“Amendment”) is made as of the 3rd day of January, 2011, by and between Pacific Office Properties, L.P., a Delaware limited partnership, as assignee of Arizona Land Income Corporation, an Arizona corporation (“Acquiror”), and POP Venture, LLC, a Delaware limited liability company (“Contributor”).
FIRST AMENDMENT TO INDEMNITY AGREEMENTIndemnification & Liability • May 17th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO INDEMNITY AGREEMENT (“Agreement”) is entered into this May 17, 2010 by and between PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership ( “Indemnitor”), and JAMES C. REYNOLDS, an individual (“Indemnitee”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 20th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 14, 2008 (the “Effective Date”), by and between STIRR SoCal Portfolio II, LLC, a Delaware limited liability company (the “Seller”) and Pacific Office Properties, L.P., a Delaware limited partnership (the “Purchaser”) all of whom or which shall sometimes collectively be referred to herein as the “Parties” and individually as a “Party.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 4th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2010, by and between PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (“Assignor”), and PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Assignee”).
MASTER AMENDMENT TO CONTRIBUTION AGREEMENTSContribution Agreement • November 13th, 2007 • Arizona Land Income Corp • Real estate investment trusts
This Master Amendment to Contribution Agreements (“Amendment”) is made as of the 9th day of November, 2007, by and between Arizona Land Income Corporation, an Arizona corporation (“Acquiror”) and POP Venture, LLC, a Delaware limited liability company (“Contributor”).
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUIE CARLSBAD BUILDING B LLC, a California Limited Liability Company AND SHIDLER WEST INVESTMENT PARTNERS, LP a California Limited Partnership FEBRUARY 27, 2008Purchase and Sale Agreement • August 14th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into and effective as of the 27th day of February, 2008 (“Effective Date”), by and between BUIE CARLSBAD BUILDING B LLC, a California limited liability company (the “Seller”), and SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited partnership (the “Buyer”), each of whom shall sometimes separately be referred to herein as a “Party” and both of whom shall sometimes be collectively referred to herein as the “Parties,” and constitutes: (a) a binding purchase and sale agreement between Seller and Buyer; and (b) joint escrow instructions to Escrow Holder whose consent appears at the end of this Agreement.
