GUARANTEEGuarantee • April 25th, 2013 • MPG Office Trust, Inc. • Real estate investment trusts • Maryland
This Guarantee is made and entered into as of April 24, 2013 (the “Guarantee”) by and between Brookfield Office Properties Inc., an Ontario corporation (“Guarantor”), and MPG Office Trust, Inc., a Maryland Corporation (the “Company”). Except as specified herein, capitalized terms used in this Guarantee shall have the meanings assigned to such terms in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Brookfield DTLA Holdings L.P., a Delaware limited partnership (“Parent”), Brookfield DTLA Fund Office Trust Inc., a Maryland corporation (“Sub REIT”), Brookfield DTLA Fund Office Trust Inc., a Maryland corporation (“REIT Merger Sub”), Brookfield DTLA Fund Properties LLC, a Maryland limited liability company (“Partnership Merger Sub” and, together with Parent, Sub REIT, REIT Merger Sub, the Tender Offer Purchaser and their respective successors and assigns, the “Parent Parties”), the Company, and MPG Office, L.P., a Maryland limited partner
AGREEMENT AND PLAN OF MERGER by and among MPG OFFICE TRUST, INC. MPG OFFICE, L.P. BROOKFIELD DTLA HOLDINGS L.P. BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC. BROOKFIELD DTLA FUND OFFICE TRUST INC. and BROOKFIELD DTLA FUND PROPERTIES LLC Dated as of...Agreement and Plan of Merger • April 25th, 2013 • MPG Office Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 24, 2013, is made by and among Brookfield DTLA Holdings L.P., a Delaware limited partnership (“Parent”), Brookfield DTLA Fund Office Trust Investor Inc., a Maryland corporation (“Sub REIT”), Brookfield DTLA Fund Office Trust Inc., a Maryland corporation (“REIT Merger Sub”), Brookfield DTLA Fund Properties LLC, a Maryland limited liability company (“Partnership Merger Sub”), MPG Office Trust, Inc., a Maryland corporation (the “Company”), and MPG Office, L.P., a Maryland limited partnership (the “Partnership”). Except as otherwise set forth herein, capitalized terms used in this Agreement shall have the meanings set forth in Section 1.01 hereof.
