INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2015 • Hudson Pacific Properties, Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 15th day of December, 2014, by and between Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), and Robert L. Harris II (“Indemnitee”).
CREDIT AGREEMENTCredit Agreement • August 8th, 2012 • Hudson Pacific Properties, Inc. • Real estate • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of August 3, 2012, by and among HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), 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, as Administrative Agent (the “Administrative Agent”), WELLS FARGO SECURITIES, LLC, and MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, as Lead Arrangers (collectively, the “Lead Arrangers”), BANK OF AMERICA, N.A., and BARCLAYS BANK PLC, as Syndication Agents (collectively, the “Syndication Agents”), and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent (the “Documentation Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2014 • Hudson Pacific Properties, Inc. • Real estate • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 27, 2014, is entered into by and between Hudson Pacific Properties, Inc., a Maryland corporation (the “REIT”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”) and Christopher Barton (the “Executive”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2012 • Hudson Pacific Properties, Inc. • Real estate • New York
HUDSON PACIFIC PROPERTIES, INC. $125,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 16th, 2012 • Hudson Pacific Properties, Inc. • Real estate • New York
HUDSON PACIFIC PROPERTIES, INC. $125,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 16th, 2012 • Hudson Pacific Properties, Inc. • Real estate • New York
Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), and Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”) confirm their respective agreements (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as follows:
HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) 11,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2015 • Hudson Pacific Properties, Inc. • Real estate • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 23, 2014 by and among HUDSON PACIFIC PROPERTIES, L.P. a Maryland limited partnership, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.6, as Lenders,...Credit Agreement • September 29th, 2014 • Hudson Pacific Properties, Inc. • Real estate • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 23, 2014, by and among HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), 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, as Administrative Agent (the “Administrative Agent”), and WELLS FARGO SECURITIES, LLC, and MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, as Lead Arrangers (collectively, the “Lead Arrangers”), and BANK OF AMERICA, N.A., and BARCLAYS BANK PLC, as Syndication Agents (collectively, the “Syndication Agents”), and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent (the “Documentation Agent”).
CONTRIBUTION AGREEMENT by and among SGS Investors, LLC HFOP Investors, LLC Soma Square Investors, LLC Hudson Pacific Properties, L.P. and Hudson Pacific Properties, Inc. Dated as of February 15, 2010Contribution Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of February 15, 2010 (the “Effective Date”) by and among Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), SGS Investors, LLC, a Delaware limited liability company (“SGS”), HFOP Investors, LLC, a Delaware limited liability company (“HFOP”), and Soma Square Investors, LLC, a Delaware limited liability company (“Soma Square”). Each of SGS, HFOP and Soma Square may be referred to herein as a “Contributor” and, collectively, as the “Contributors.”
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUDSON PACIFIC PROPERTIES, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Hudson Pacific Properties, Inc. • April 14th, 2011 • Real estate • Maryland
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUDSON PACIFIC PROPERTIES, L.P., dated as of December 10, 2010, is made and entered into by and among, HUDSON PACIFIC PROPERTIES, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
CREDIT AGREEMENT among HUDSON PACIFIC PROPERTIES, INC., as a Guarantor HUDSON PACIFIC PROPERTIES, L.P., as Borrower, The Several Lenders from Time to Time Parties Hereto, BARCLAYS CAPITAL and BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers,...Credit Agreement • July 1st, 2010 • Hudson Pacific Properties, Inc. • Real estate • New York
CREDIT AGREEMENT, dated as of June 29, 2010, among HUDSON PACIFIC PROPERTIES, INC., a Maryland corporation (the “REIT”), HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, and BANC OF AMERICA SECURITIES LLC, as joint lead arrangers and joint bookrunners (in such capacity, collectively, the “Arrangers”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).
HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN 2015 OUTPERFORMANCE AWARD AGREEMENTAward Agreement • January 2nd, 2015 • Hudson Pacific Properties, Inc. • Real estate • Maryland
In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), hereby grants to [_____] (the “Participant”), as of January 1, 2015 (the “Grant Date”), this Outperformance Incentive Award (the “Award”) under the Company’s 2010 Incentive Award Plan (as amended from time to time, the “Plan”). This Award, together with all other Awards granted pursuant to this 2015 Outperformance Award Agreement, shall constitute the Company’s 2015 Outperformance Program (the “2015 OPP”) under the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2010 • Hudson Pacific Properties, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of June 29, 2010 by and among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
SUBSCRIPTION AGREEMENT by and among FARALLON CAPITAL PARTNERS, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. and Hudson Pacific Properties, Inc. Dated as of April 26, 2011Subscription Agreement • May 13th, 2011 • Hudson Pacific Properties, Inc. • Real estate • California
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of April [•], 2011 by and among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), Farallon Capital Partners, L.P., a California limited partnership (“FCP”), Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), and Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIPIII”). Each of FCP, FCIP and FCIPIII may be referred to herein as an “Investor” and, collectively, as the “Investors.”
LOAN AGREEMENT Dated as of April 29, 2011 Between HUDSON RINCON CENTER, LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • May 4th, 2011 • Hudson Pacific Properties, Inc. • Real estate • New York
THIS LOAN AGREEMENT, dated as of April 29, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”) and HUDSON RINCON CENTER, LLC, a Delaware limited liability company, having its principal place of business at 11601 Wilshire Boulevard, Suite 1600, Los Angeles, California 90025 (“Borrower”).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
THIS REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2010 (the “Effective Date”) by and among the parties listed on Exhibit A hereto (each individually a “Nominee,” and collectively, the “Nominees”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”). Capitalized terms not expressly defined herein shall have the meanings ascribed to such terms in the Contribution Agreement (defined below).
HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) 8,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2014 • Hudson Pacific Properties, Inc. • Real estate • New York
Agreement, dated as of June 29, 2010, by and among the Company, the undersigned and the other parties identified therein, as amended by that First Amendment to Registration Rights Agreement by and among Hudson Pacific Properties, Inc., Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P. and Farallon Capital Institutional Partners III, L.P., dated May 3, 2011 (as amended, the “Registration Rights Agreement”), to require the Company to file a registration statement (the “Farallon Demand Registration Statement”) registering up to 25% of the aggregate shares of Common Stock issued or issuable to the Farallon Holders pursuant to the Formation Transactions and the Concurrent Private Placement (the “Carveout Securities”) for resale in an underwritten offering registered pursuant to the 1933 Act, and to sell the shares of Common Stock registered pursuant to such Farallon Demand Registration Statement; or (ii) to distribute such Carveout Securities to limited partners
UNDERWRITING AGREEMENTHudson Pacific Properties, Inc. • March 25th, 2014 • Real estate • New York
Amendment to Equity Distribution Agreement Dated as of July 21, 2014Equity Distribution Agreement • August 7th, 2014 • Hudson Pacific Properties, Inc. • Real estate • New York
Reference is hereby made to the Equity Distribution Agreement dated November 16, 2012 (the “Equity Distribution Agreement”) among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and Barclays Capital Inc. (the “Agent”). Capitalized terms used herein and not defined have the respective meanings set forth in the Equity Distribution Agreement.
AMENDED AND RESTATED FIRST MODIFICATION AGREEMENTFirst Modification Agreement • July 1st, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
This AMENDED AND RESTATED FIRST MODIFICATION AGREEMENT (this “First Modification Agreement”) is dated as of June 29,2010, to become effective as of the Modification Closing Date (as defined below), by and between SUNSET BRONSON ENTERTAINMENT PROPERTIES, LLC, a Delaware limited liability company (“Borrower”) and WELLS FARGO BANK, N.A., successor-in-interest to Wachovia Bank, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “Agent”), and WELLS FARGO BANK, N.A., successor-in-interest to Wachovia Bank, N.A., a national banking association, as a Lender (in such capacity, “WFB”), under the Loan Agreement referred to below, and with reference to the following facts:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2012 • Hudson Pacific Properties, Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October, 2011, by and between Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), and Patrick Whitesell (“Indemnitee”).
HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN 2013 OUTPERFORMANCE AWARD AGREEMENTHudson Pacific Properties, Inc. • January 7th, 2013 • Real estate • Maryland
In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), hereby grants to [_____] (the “Participant”), as of January 1, 2013 (the “Grant Date”), this Outperformance Incentive Award (the “Award”) under the Company’s 2010 Incentive Award Plan (as amended from time to time, the “Plan”). This Award, together with all other Awards granted pursuant to this 2013 Outperformance Award Agreement, shall constitute the Company’s 2013 Outperformance Program (the “2013 OPP”) under the Plan.
FIRST MODIFICATION TO CREDIT AGREEMENTCredit Agreement • May 20th, 2013 • Hudson Pacific Properties, Inc. • Real estate • New York
THIS FIRST MODIFICATION TO CREDIT AGREEMENT (this “Amendment”) dated as of May 14, 2013, by and among HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and the Lenders currently parties to the Credit Agreement referred to below.
AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS Between DEL AMO FASHION CENTER OPERATING COMPANY, L.L.C., a Delaware limited liability company, as Seller and HUDSON CAPITAL, LLC, a California limited liability company as BuyerAgreement of Purchase and Sale • June 11th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”), dated for identification purposes as of May 18, 2010, is made and entered into by and between DEL AMO FASHION CENTER OPERATING COMPANY, L.L.C., a Delaware limited liability company (“Seller”), and HUDSON CAPITAL, LLC, a California limited liability company, or its designee (“Buyer”). The “Execution Date” of this Agreement shall be the date set forth below the signatures of Seller and Buyer of this Agreement, and if such date is different for Seller and Buyer, then the Execution Date shall be the later of the two dates.
HUDSON PACIFIC PROPERTIES, INC. $125,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 16th, 2012 • Hudson Pacific Properties, Inc. • Real estate • New York
LIMITED LIABILITY COMPANY AGREEMENT OF RINCON CENTER JV LLCLimited Liability Company Agreement • April 14th, 2011 • Hudson Pacific Properties, Inc. • Real estate • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF RINCON CENTER JV LLC (this “Agreement”), dated as of December 16, 2010 (the “Effective Date”), is entered into by and between RINCON CENTER EQUITY LLC, a Delaware limited liability company (alternatively, “Beacon Member” or the “Manager”), and HUDSON RINCON, LLC, a Delaware limited liability company (“Hudson Member”).
NOTEHudson Pacific Properties, Inc. • June 22nd, 2010 • Real estate • New York
NOTE, dated as of November 28, 2006 (this Note), by GLENBOROUGH TIERRASANTA, LLC, a Delaware limited liability company (Borrower), having an address c/o Morgan Stanley, 1585 Broadway, 37th Floor, New York, New York 10036, in favor of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an office at 60 Wall Street, 10th Floor, New York, New York 10005, (together with its successors and assigns, Lender).
CONTRACT OF SALE FOR 1455 MARKET STREET, SAN FRANCISCO, CALIFORNIAContract of Sale • December 21st, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
THIS CONTRACT OF SALE (this “Contract”), dated for reference purposes only, as of December 15, 2010, is made and entered into as of the later of the dates set forth under the parties’ respective signatures on the signature page of this Contract (the “Effective Date”), by and between BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association, formerly known as Bank of America National Trust and Savings Association (“Seller”), and HUDSON 1455 MARKET, LLC, a Delaware limited liability company (“Purchaser”).
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • April 14th, 2011 • Hudson Pacific Properties, Inc. • Real estate • New York
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of December 10, 2010 (this “Amendment”), to the Credit Agreement, dated as of June 29, 2010 (the “Credit Agreement”), among HUDSON PACIFIC PROPERTIES, INC., a Maryland corporation (the “REIT”), HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BARCLAYS CAPITAL INC., the investment banking division of Barclays Bank PLC, and BANC OF AMERICA SECURITIES LLC, as joint lead arrangers and joint bookrunners (in such capacity, collectively, the “Arrangers”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).
LOAN AND SECURITY AGREEMENT Dated as of November 28, 2006 between GLENBOROUGH TIERRASANTA, LLC, as Borrower, and GERMAN AMERICAN CAPITAL CORPORATION, as LenderLoan and Security Agreement • June 22nd, 2010 • Hudson Pacific Properties, Inc. • Real estate • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of November 28, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), by and between GLENBOROUGH TIERRASANTA, LLC, a Delaware limited liability company, Borrower, having an address at c/o Morgan Stanley, 1585 Broadway, 37th Floor, New York, New York 10036, and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005 (together with its successors and assigns, Lender).
CONSULTING AGREEMENTConsulting Agreement • January 16th, 2014 • Hudson Pacific Properties, Inc. • Real estate • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of January 16, 2014 by and among Hudson Pacific Properties, Inc. (the “Company”), Hudson Pacific Properties, L.P. (the “Operating Partnership”) and Howard S. Stern (“Consultant”).
AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTSHudson Pacific Properties, Inc. • June 22nd, 2010 • Real estate • California
THIS AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS (this “Deed of Trust”) is given as of January 26, 2007, by GLB ENCINO, LLC, a Delaware limited liability company (“Trustor”), to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (“Trustee”), for the use and benefit of SUNAMERICA LIFE INSURANCE COMPANY, an Arizona corporation (“Beneficiary”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 6th, 2010 • Hudson Pacific Properties, Inc. • Real estate
This First Amendment to Purchase and Sale Agreement (“Amendment”) is made and entered into as of October 1, 2010, by and between ECI WASHINGTON LLC, a Delaware limited liability company (“Seller”) and HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (“Purchaser”).
HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) 5,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2015 • Hudson Pacific Properties, Inc. • Real estate • New York
REAFFIRMATION, CONSENT TO TRANSFER AND SUBSTITUTION OF INDEMNITORTransfer and Substitution of Indemnitor • July 1st, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
Tenant Name Lease ID Suite RSF LSF USF Type Share Date Renewal Date Type Status Status Type Type Start End Amount per LSF Type Date Amount per LSF Deposit
