MPG Office Trust, Inc. Sample Contracts

MPG Office Trust, Inc. – THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (August 15th, 2013)

This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of August 14, 2013, is entered into by and among MPG Office Trust, Inc., a Maryland corporation, MPG Office, L.P., a Maryland limited partnership, Brookfield DTLA Holdings LLC, a Delaware limited liability company (which was converted from a Delaware limited partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., a Maryland corporation, Brookfield DTLA Fund Office Trust Inc., a Maryland corporation, and Brookfield DTLA Fund Properties LLC, a Maryland limited liability company (each, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Merger, dated as of April 24, 2013, by and among the Parties (as amended by that certain Waiver and First Amendment to Agreement and Plan of Merger, dated as of May 19, 2013, and that certain Second Amendment to Agreement and Plan of

MPG Office Trust, Inc. – MPG OFFICE TRUST, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (August 7th, 2013)

We have audited the accompanying consolidated balance sheets of MPG Office Trust, Inc. and subsidiaries (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income/(loss), deficit, and cash flows for each of the years in the three‑year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

MPG Office Trust, Inc. – For the Year Ended December 31, 2012 2011 2010 2009 2008 (In thousands, except share and per share amounts) Operating Results (1), (2), (3), (4), (5) Total revenue $ 190,520 $ 195,079 $ 195,148 $ 203,414 $ 193,279 Total expenses (6) 240,894 245,462 247,094 277,262 275,701 Loss from continuing operations before equity in net income (loss) of unconsolidated joint venture, gain on sale of interest in unconsolidated joint venture and gains on sale of real estate (50,374 ) (50,383 ) (51,946 ) (73,848 ) (82,422 ) Equity in net income (loss) of unconsolidated joint venture 14,341 74 905 (10,401 ) (1, (August 7th, 2013)
MPG Office Trust, Inc. – LOAN AGREEMENT Dated as of August 7, 2006 Among MAGUIRE PROPERTIES – 555 W. FIFTH, LLC and MAGUIRE PROPERTIES – 350 S. FIGUEROA, LLC as Borrowers and NOMURA CREDIT & CAPITAL, INC., as Lender FIXED RATE LOAN (July 26th, 2013)

FOR VALUE RECEIVED, MAGUIRE PROPERTIES – 555 W. FIFTH MEZZANINE, LLC, a Delaware limited liability company (“Tower Mezz Borrower”), having its principal place of business at 1733 Ocean Avenue, 4th Floor, Santa Monica, California 90401, and MAGUIRE PROPERTIES – 350 S. FIGUEROA MEZZANINE, LLC, a Delaware limited liability company (“Garage Mezz Borrower”), having its principal place of business at 1733 Ocean Avenue, 4th Floor, Santa Monica, California 90401 (each of Tower Mezz Borrower and Garage Mezz Borrower, individually, a “Borrower”, and collectively, “Borrowers”), as co-makers, jointly and severally, hereby unconditionally promise to pay to the order of NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as lender, having an address at Two World Financial Center, New York, New York 10281 (together with its successors and assigns, “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of [                  ] AND No/100

MPG Office Trust, Inc. – SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (July 11th, 2013)

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 10, 2013, is entered into by and among MPG Office Trust, Inc., a Maryland corporation, MPG Office, L.P., a Maryland limited partnership, Brookfield DTLA Holdings LLC, a Delaware limited liability company (which was converted from a Delaware limited partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., a Maryland corporation, Brookfield DTLA Fund Office Trust Inc., a Maryland corporation, and Brookfield DTLA Fund Properties LLC, a Maryland limited liability company (each, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Merger, dated as of April 24, 2013, by and among the Parties (as amended by that certain Waiver and First Amendment to Agreement and Plan of Merger, dated as of May 19, 2013, the “Agreement”).

MPG Office Trust, Inc. – THE THREE LEADING INDEPENDENT PROXY ADVISORY FIRMS AGREE THE MPG OFFICE TRUST MERGER WITH BROOKFIELD IS IN THE BEST INTEREST OF STOCKHOLDERS (July 8th, 2013)

LOS ANGELES, July 8, 2013 – MPG Office Trust, Inc. (NYSE: MPG), a Southern California-focused real estate investment trust (the “Company”), today announced that the nation’s leading independent proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”), Glass Lewis & Co. and Egan-Jones Proxy Services, have concluded that its proposed merger with Brookfield DTLA Holdings LLC and affiliates thereof (“Brookfield”) is in the best interest of MPG stockholders and recommended that MPG’s common stockholders vote for the transaction. The Special Meeting of Stockholders to vote on the merger is scheduled for Wednesday, July 17, 2013 at 8:00 A.M., local time, at the Omni Los Angeles Hotel, 251 South Olive Street, Los Angeles, California. Common stockholders of record as of the close of business on May 24, 2013 are entitled to vote at the Special Meeting.

MPG Office Trust, Inc. – For the Year Ended December 31, 2012 2011 2010 2009 2008 (In thousands, except share and per share amounts) Operating Results (1), (2), (3), (4), (5) Total revenue $ 197,957 $ 202,143 $ 202,313 $ 210,445 $ 200,116 Total expenses (6) 247,696 251,395 254,061 284,561 281,177 Loss from continuing operations before equity in net income (loss) of unconsolidated joint venture, gain on sale of interest in unconsolidated joint venture and gains on sale of real estate (49,739 ) (49,252 ) (51,748 ) (74,116 ) (81,061 ) Equity in net income (loss) of unconsolidated joint venture 14,341 74 905 (10,401 ) (1, (June 12th, 2013)
MPG Office Trust, Inc. – MPG OFFICE TRUST, INC. Index to Consolidated Financial Statements (June 12th, 2013)

We have audited the accompanying consolidated balance sheets of MPG Office Trust, Inc. and subsidiaries (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income/(loss), deficit, and cash flows for each of the years in the three‑year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

MPG Office Trust, Inc. – MPG OFFICE TRUST FILES DEFINITIVE PROXY MATERIALS FOR SPECIAL MEETING Stockholders Urged to Support Merger Transaction MPG Common Stockholders to receive $3.15 per share in cash (June 7th, 2013)

LOS ANGELES, June 7, 2013 (BUSINESS WIRE) – MPG Office Trust, Inc. (NYSE: MPG), a Southern California-focused real estate investment trust (the “Company”), today announced it has filed definitive proxy materials with the Securities and Exchange Commission (the “SEC”) for its Special Meeting in connection with the proposed merger with Brookfield DTLA Holdings LLC and affiliates thereof (“Brookfield”). The Special Meeting of Stockholders will be held at 8:00 A.M., local time, on July 17, 2013 at the Omni Los Angeles Hotel, 251 South Olive Street, Los Angeles, California.

MPG Office Trust, Inc. – FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (May 29th, 2013)

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS, dated as of May 28, 2013 (this “Amendment”), is made and entered into by and between DOWNTOWN PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“Buyer”), and MAGUIRE PARTNERS–Plaza Las Fuentes, LLC, a Delaware limited liability company (“Seller”), with reference to the following.

MPG Office Trust, Inc. – May 13, 2013 DOWNTOWN PROPERTIES HOLDINGS, LLC, a Delaware limited liability company(as Buyer) and MAGUIRE PARTNERS-PLAZA LAS FUENTES, LLC, a Delaware limited liability company(as Seller) PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (May 29th, 2013)

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of May 13, 2013 (the “Effective Date”), by and between MAGUIRE PARTNERS-PLAZA LAS FUENTES, LLC, a Delaware limited liability company (“Seller”), and DOWNTOWN PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“Buyer”).

MPG Office Trust, Inc. – WAIVER AND FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (May 20th, 2013)

This WAIVER AND FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 19, 2013, is entered into by and among MPG Office Trust, Inc., a Maryland corporation, MPG Office, L.P., a Maryland limited partnership, Brookfield DTLA Holdings LLC, a Delaware limited liability company (which was converted from a Delaware limited partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., a Maryland corporation, Brookfield DTLA Fund Office Trust Inc., a Maryland corporation, and Brookfield DTLA Fund Properties LLC, a Maryland limited liability company (each, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Merger, dated as of April 24, 2013, by and among the Parties (the “Agreement”).

MPG Office Trust, Inc. – MPG OFFICE TRUST, INC. ENTERS INTO AGREEMENT TO BE ACQUIRED BY AN AFFILIATE OF BROOKFIELD OFFICE PROPERTIES INC. (April 25th, 2013)

Los Angeles, CA – April 25, 2013 – MPG Office Trust, Inc. (NYSE: MPG) (“MPG” or the “Company”) announced today that it has entered into a definitive merger agreement pursuant to which a newly formed fund controlled by Brookfield Office Properties Inc. (NYSE: BPO) (“Brookfield”) will acquire the Company.

MPG Office Trust, Inc. – 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 April 24, 2013 (April 25th, 2013)

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.

MPG Office Trust, Inc. – GUARANTEE (April 25th, 2013)

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 partne

MPG Office Trust, Inc. – FIRST AMENDMENT TO MPG OFFICE TRUST, INC. RETENTION BONUS PLAN (March 22nd, 2013)

THIS FIRST AMENDMENT TO MPG OFFICE TRUST, INC. RETENTION BONUS PLAN, made as of March 20, 2013 (this “First Amendment”), is made and adopted by MPG Office Trust, Inc., a Maryland corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

MPG Office Trust, Inc. – FIRST AMENDMENT TO EMPLOYMENT TERMS (March 18th, 2013)

THIS FIRST AMENDMENT TO EMPLOYMENT TERMS (this “First Amendment”), is entered into as of November 28, 2012, by and between MPG Office Trust, Inc., a Maryland corporation, MPG Office, L.P., a Maryland limited partnership (collectively, the “Company”), and Jeanne M. Lazar (the “Employee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Letter (as defined below).

MPG Office Trust, Inc. – LOAN AGREEMENT Dated as of August 7, 2006 Among MAGUIRE PROPERTIES – 555 W. FIFTH, LLC and MAGUIRE PROPERTIES – 350 S. FIGUEROA, LLC as Borrowers and NOMURA CREDIT & CAPITAL, INC., as Lender FIXED RATE LOAN (March 18th, 2013)

FOR VALUE RECEIVED, MAGUIRE PROPERTIES – 555 W. FIFTH MEZZANINE, LLC, a Delaware limited liability company (“Tower Mezz Borrower”), having its principal place of business at 1733 Ocean Avenue, 4th Floor, Santa Monica, California 90401, and MAGUIRE PROPERTIES – 350 S. FIGUEROA MEZZANINE, LLC, a Delaware limited liability company (“Garage Mezz Borrower”), having its principal place of business at 1733 Ocean Avenue, 4th Floor, Santa Monica, California 90401 (each of Tower Mezz Borrower and Garage Mezz Borrower, individually, a “Borrower”, and collectively, “Borrowers”), as co-makers, jointly and severally, hereby unconditionally promise to pay to the order of NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as lender, having an address at Two World Financial Center, New York, New York 10281 (together with its successors and assigns, “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of [                  ] AND No/100

MPG Office Trust, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 18th, 2013)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Second Amendment”), is entered into as of November 28, 2012, by and between MPG Office Trust, Inc., a Maryland corporation, MPG Office, L.P., a Maryland limited partnership (collectively, the “Company”), and Peggy M. Moretti (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

MPG Office Trust, Inc. – MPG OFFICE TRUST, INC. SEVERANCE PLAN (March 18th, 2013)

MPG Office Trust, Inc., a Maryland corporation (together with its direct and indirect subsidiaries, collectively, the “Company”), has adopted this MPG Office Trust, Inc. Severance Plan (the “Plan”) for the benefit of certain employees of the Company, on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance pay to such employees whose employment with the Company is terminated due to certain qualifying events as described herein. The Plan amends and restates in its entirety that certain MPG Office Trust, Inc. Change in Control Severance Plan, dated as of May 9, 2012 (the “CIC Severance Plan”). The Plan is effective with respect to Qualifying Terminations (as defined below) occurring on and after the Effective Date (as defined below).

MPG Office Trust, Inc. – LOAN AGREEMENT (March 18th, 2013)

THIS LOAN AGREEMENT, dated as of September 12, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between EUROHYPO AG, NEW YORK BRANCH, the New York branch of a German banking corporation, having an address at 1114 Avenue of the Americas, 29th Floor, New York, New York 10036 (together with its permitted successors and assigns, “Lender”), and Maguire Properties–355 S. Grand, LLC, a Delaware limited liability company having an address at 1733 Ocean Avenue, 4th Floor, Santa Monica, California 90401 (together with its permitted successors and assigns “Borrower”).

MPG Office Trust, Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 18th, 2013)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”), is entered into as of June 29, 2012, by and between MPG Office Trust, Inc., a Maryland corporation, MPG Office, L.P., a Maryland limited partnership (collectively, the “Company”), and Peggy M. Moretti (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

MPG Office Trust, Inc. – LOAN AGREEMENT (March 18th, 2013)

THIS LOAN AGREEMENT, dated as of April 4, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between LEHMAN ALI INC., a Delaware corporation, having an address at 399 Park Avenue, New York, New York 10022 (together with its successors and assigns, “Lehman”) and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (together with its successors and assigns, “Greenwich”; collectively, Lehman and Greenwich are referred to herein as “Lender”), and NORTH TOWER, LLC, having an address at 1733 Ocean Avenue, 4th Floor, Santa Monica, California 90401 (“Borrower”).

MPG Office Trust, Inc. – LOAN AGREEMENT (March 18th, 2013)

THIS LOAN AGREEMENT, dated as of October 10, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and MAGUIRE PROPERTIES – 777 TOWER, LLC, a Delaware limited liability company, having an address at c/o Maguire Properties, Inc., 1733 Ocean Avenue, 4th floor, Santa Monica, California 90404 (together with its respective successors and/or assigns, “Borrower”).

MPG Office Trust, Inc. – MPG Office Trust, Inc. (March 18th, 2013)

From and after April 2, 2012 (the “Effective Date”), MPG Office Trust, Inc. and MPG Office, L.P. (together, the “Company”) are pleased to offer you the following employment terms with the Company:

MPG Office Trust, Inc. – MPG OFFICE TRUST ENTERS INTO AGREEMENT TO SELL (March 11th, 2013)

LOS ANGELES, March 11, 2013 - MPG Office Trust, Inc. (NYSE: MPG) has entered into an agreement with an affiliate of Overseas Union Enterprise Limited (Singapore Stock Exchange: OUE) to sell U.S. Bank Tower and Westlawn Garage, each located in Downtown Los Angeles, California.

MPG Office Trust, Inc. – SEPARATION AGREEMENT (January 11th, 2013)

THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2013, by and between MPG Office Trust, Inc., a Maryland corporation (the “REIT”), MPG Office, L.P., a Maryland limited partnership (the “Operating Partnership”), and Peter K. Johnston (the “Executive”).

MPG Office Trust, Inc. – MPG Office Trust Announces Sale of Its 20% Joint Venture Interest Company Exits One California Plaza and Cerritos Corporate Center (December 21st, 2012)

This press release contains forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, without limitation: risks associated with our liquidity situation, including our failure to obtain additional capital or extend or refinance debt maturities; risks associated with our failure to reduce our significant level of indebtedness; risks associated with the timing and consequences of loan defaults and non-core asset dispositions; risks associated with our loan modification and asset disposition efforts, including potential tax ramifications; risks associated with our ability to dispose of properties with potential value above the debt, if and when we decide to do so, at prices or terms set by or acceptable to us; general risks affecting the real estate industry (including, without limitation, the inability to enter into or re

MPG Office Trust, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 30th, 2012)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Second Amendment”), is entered into as of November 28, 2012, by and between MPG Office Trust, Inc., a Maryland corporation, MPG Office, L.P., a Maryland limited partnership (collectively, the “Company”), and David L. Weinstein (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

MPG Office Trust, Inc. – MPG Office Trust, Inc. (November 30th, 2012)

Effective as of November 28, 2012 (the “Effective Date”), this letter (the “Letter”) shall amend and restate in its entirety that certain amended and restated employment letter, effective as of February 14, 2012, as amended by the First Amendment thereto, effective as of June 29, 2012, between you and MPG Office Trust, Inc. (the “REIT”) and MPG Office, L.P. (the “Operating Partnership” and together with the REIT, the “Company”). From and after the Effective Date, you and the Company agree that the Company will employ you on the terms and conditions set forth in this Letter:

MPG Office Trust, Inc. – MPG OFFICE TRUST, INC. RETENTION BONUS PLAN (November 30th, 2012)

MPG Office Trust, Inc., a Maryland corporation (together with its direct and indirect subsidiaries, collectively, the “Company”), has adopted this MPG Office Trust, Inc. Retention Bonus Plan (the “Plan”) for the benefit of certain employees of the Company, on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to reinforce and encourage the continued attention and dedication of such employees by providing for retention bonus payments in connection with their continued employment with the Company.

MPG Office Trust, Inc. – PARTICIPATION NOTICE MPG OFFICE TRUST, INC. RETENTION BONUS PLAN (November 30th, 2012)

In connection with your employment by MPG Office Trust, Inc. and its direct and indirect subsidiaries (collectively, the “Company”), the Company has determined that you will be eligible to receive a retention bonus in an amount equal to $[_____] (the “Retention Bonus”) under the MPG Office Trust, Inc. Retention Bonus Plan (the “Plan”), a copy of which is being provided to you with this Participation Notice.

MPG Office Trust, Inc. – SEPARATION AGREEMENT (September 11th, 2012)

THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2012, by and between MPG Office Trust, Inc., a Maryland corporation (the “REIT”), MPG Office, L.P., a Maryland limited partnership (the “Operating Partnership”), and Jonathan L. Abrams (the “Executive”).

MPG Office Trust, Inc. – MPG OFFICE TRUST PROMOTES CHRISTOPHER M. NORTON TO EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY Jonathan L. Abrams Enters into Separation Agreement with Company (September 11th, 2012)

LOS ANGELES, September 11, 2012 - MPG Office Trust, Inc. (NYSE: MPG), a Southern California-focused real estate investment trust, announced the promotion of Mr. Christopher M. Norton to Executive Vice President, General Counsel and Secretary effective immediately.

MPG Office Trust, Inc. – FIRST AMENDMENT TO LOAN AGREEMENT (August 9th, 2012)

THIS FIRST AMENDMENT TO LOAN AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS (this “Amendment”) is made and entered into as of July 9, 2012, by and among MAGUIRE PROPERTIES–355 S. GRAND, LLC, a Delaware limited liability company (“Borrower”), the undersigned LENDERS (individually, a “Lender” and, collectively, the “Lenders”), and EUROHYPO AG, NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).