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”).
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.”
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.
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”).
SECOND AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL B)Sale, Purchase and Escrow Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Second Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (this “Second Amendment”) is made and entered into as of October 22, 2010, by and among GRE Carlton Plaza LP, a Delaware limited partnership (“Carlton Plaza Seller”), Tustin-Michelle Partners LLC, a Delaware limited liability company (“Toshiba Seller”), GRE Warner Desoto LLC, a Delaware limited liability company (“Warner Desoto”), GRE Warner Califa LLC, a Delaware limited liability company (“Warner Califa”), GRE Warner Canoga LLC, a Delaware limited liability company (“Warner Canoga” and with Warner Desoto and Warner Califa, collectively, “Warner Seller”), GRE Empire Towers Four LLC, a Delaware limited liability company (“Empire IV Seller”), GRE Foothill LLC, a Delaware limited liability company (“Foothill Seller”), GRE Mira Mesa LLC, a Delaware limited liability company (“Alta Sorrento Seller” and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller, each individua
AMENDED AND RESTATED ADVISORY AGREEMENT TERMINATION AGREEMENTAdvisory Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Illinois
THIS AMENDED AND RESTATED ADVISORY AGREEMENT TERMINATION AGREEMENT (this “Agreement”) is effective 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 Pacific Office Management, Inc., a Delaware corporation (the “Advisor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Illinois
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of January, 2011, by and among Pacific Office Properties Trust, Inc., a Maryland corporation (the “Corporation”), and the subscribers set forth on the signature pages hereto (collectively, the “Subscribers”).
SECOND AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL A)Sale, Purchase and Escrow Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Second Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (this “Second Amendment”) is made and entered into as of October 22, 2010, by and among GRE Glendale LLC, a Delaware limited liability company (“Glendale Seller”), GRE Empire Towers LP, a Delaware limited partnership (“Empire Towers Seller”), GRE Cornerstone LLC, a Delaware limited liability company (“Cornerstone Seller”), GRE Kearny Mesa LP, a Delaware limited partnership (“Mesa Seller”), GRE Rio Vista LP, a Delaware limited partnership (“Rio Vista Seller”), GRE Walnut Creek LLC, a Delaware limited liability company (“Walnut Creek Seller” and with Glendale Seller, Empire Towers Seller, Cornerstone Seller, Mesa Seller, and Rio Vista Seller, each individually a “Seller” and, collectively, “Sellers”), and Pacific Office Properties, L.P., a Delaware limited partnership (“Purchaser”).
THIRD AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL A)Sale, Purchase and Escrow Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Third Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (this “Third Amendment”) is made and entered into as of November 29, 2010, by and among GRE Glendale LLC, a Delaware limited liability company (“Glendale Seller”), GRE Empire Towers LP, a Delaware limited partnership (“Empire Towers Seller”), GRE Cornerstone LLC, a Delaware limited liability company (“Cornerstone Seller”), GRE Kearny Mesa LP, a Delaware limited partnership (“Mesa Seller”), GRE Rio Vista LP, a Delaware limited partnership (“Rio Vista Seller”), GRE Walnut Creek LLC, a Delaware limited liability company (“Walnut Creek Seller” and with Glendale Seller, Empire Towers Seller, Cornerstone Seller, Mesa Seller, and Rio Vista Seller, each individually a “Seller” and, collectively, “Sellers”), and Pacific Office Properties, L.P., a Delaware limited partnership (“Purchaser”).
THIRD AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL B)Sale, Purchase and Escrow Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts
This Third Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (this “Third Amendment”) is made and entered into as of November 29, 2010, by and among GRE Carlton Plaza LP, a Delaware limited partnership (“Carlton Plaza Seller”), Tustin-Michelle Partners LLC, a Delaware limited liability company (“Toshiba Seller”), GRE Warner Desoto LLC, a Delaware limited liability company (“Warner Desoto”), GRE Warner Califa LLC, a Delaware limited liability company (“Warner Califa”), GRE Warner Canoga LLC, a Delaware limited liability company (“Warner Canoga” and with Warner Desoto and Warner Califa, collectively, “Warner Seller”), GRE Empire Towers Four LLC, a Delaware limited liability company (“Empire IV Seller”), GRE Foothill LLC, a Delaware limited liability company (“Foothill Seller”), GRE Mira Mesa LLC, a Delaware limited liability company (“Alta Sorrento Seller” and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller, each individual
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 3rd, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 3rd day of January, 2011, by and between Pacific Office Properties Trust, Inc., a Maryland corporation (the “Buyer”), and Pacific Office Management, Inc., a Delaware corporation (the “Seller” and together with Buyer, the “Parties”).
