Hudson Pacific Properties, L.P. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 16th, 2024 • Hudson Pacific Properties, L.P. • Real estate • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 1st day of January 2024, by and between Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), and Michael Nash (“Indemnitee”).

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 19th, 2018 • Hudson Pacific Properties, L.P. • Real estate • New York
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2020 • Hudson Pacific Properties, L.P. • Real estate • California

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 1, 2020, 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 Alex Vouvalides (the “Executive”).

HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) 16,000,000 Shares of 4.750% Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2021 • Hudson Pacific Properties, L.P. • Real estate • New York
HUDSON PACIFIC PROPERTIES, L.P., HUDSON PACIFIC PROPERTIES, INC., as Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee Supplemental Indenture No. 3 Dated as of October 3, 2019 to Indenture dated October 2, 2017 3.250% Senior Notes due 2030
Hudson Pacific Properties, L.P. • October 3rd, 2019 • Real estate • New York

THIS SUPPLEMENTAL INDENTURE NO. 3 is entered into as of October 3, 2019 (the “Third Supplemental Indenture”), among Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Company”), Hudson Pacific Properties, Inc., a Maryland corporation (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) 8,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 3rd, 2017 • Hudson Pacific Properties, L.P. • 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 with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Wells Fargo Securities, LLC (“Wells Fargo” and, together with Merrill Lynch and any of the other Underwriters named in Schedule A hereto, collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 31, 2015 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...
Credit Agreement • April 2nd, 2015 • Hudson Pacific Properties, L.P. • Real estate • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 31, 2015, 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, MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, and KEYBANC CAPITAL MARKETS, INC., as the Lead Arrangers for the Existing Facilities (collectively, the “Existing Facility Lead Arrangers”), and WELLS FARGO SECURITIES, LLC, and KEYBANC CAPITAL MARKETS, INC., as the Lead Arrangers for the 7-Year Term Loan Facility (collectively, the “7-Year Term Loan Facility Lead Arrangers”; together with the Existing Facility Lead Arrangers, the “Lead Arrangers”), and BANK OF AMERICA, N.A., and KEYBANK NATIONAL ASSOCIATION, as Syndication Ag

THIRD 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 ACT”),...
Hudson Pacific Properties, L.P. • April 2nd, 2015 • Real estate • Maryland

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUDSON PACIFIC PROPERTIES, L.P., dated as of April 1, 2015, 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.

HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN 2018 OUTPERFORMANCE AWARD AGREEMENT
Award Agreement • February 16th, 2018 • Hudson Pacific Properties, L.P. • 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 [_______], 2018, 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 2018 Outperformance Award Agreement, shall constitute the Company’s 2018 Outperformance Program (the “2018 OPP”) under the Plan.

HUDSON PACIFIC PROPERTIES, L.P., AS ISSUER HUDSON PACIFIC PROPERTIES, INC., AS GUARANTOR UNDERWRITING AGREEMENT Dated: September 8, 2022
Underwriting Agreement • September 9th, 2022 • Hudson Pacific Properties, L.P. • 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 with Wells Fargo Securities, LLC (“Wells Fargo”) and BofA Securities, Inc. (“BofA Securities” and, together with Wells Fargo and each of the other Underwriters named in Schedule A hereto, collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo and BofA Securities are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A hereto of 5.950% Senior Notes due 2028 (the “Securities”). The Securities will be issued pu

OPP UNIT AGREEMENT
Opp Unit Agreement • February 19th, 2019 • Hudson Pacific Properties, L.P. • 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, L.P., a Maryland limited partnership (the “Partnership”), hereby issues to [_____] (the “Participant”), as of [_____], 2019, the Profits Interest Units (as defined in the Plan), which includes Performance Units (as defined in the Partnership Agreement) provided for herein (the “Award”) under the Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan (as amended from time to time, the “Plan”). This Award, together with all other Awards granted by either the Partnership or Hudson Pacific Properties, Inc. (the “Company”) pursuant to this 2019 Outperformance Program OPP Unit Agreement or the 2019 Outperformance Award Agreement, shall constitute the 2019 Outperformance Program (the “2019 OPP”) under the Plan.

HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) 18,673,808 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2017 • Hudson Pacific Properties, L.P. • Real estate • New York
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUDSON PACIFIC PROPERTIES, L.P. a Maryland limited partnership
Agreement • February 26th, 2016 • Hudson Pacific Properties, L.P. • Real estate • Maryland

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUDSON PACIFIC PROPERTIES, L.P., dated as of December 17, 2015, 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.

SECOND AMENDED AND RESTATED HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • May 9th, 2023 • Hudson Pacific Properties, L.P. • 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, L.P., a Maryland limited partnership (the “Partnership”), hereby issues to [______] (the “Participant”), as of [______], an award of Performance Units (as defined in the Partnership Agreement) under the Plan and pursuant to the terms herein (the “Award”). The Performance Units constitute Profits Interest Units as defined in the Plan.

HUDSON PACIFIC PROPERTIES, L.P., AS ISSUER HUDSON PACIFIC PROPERTIES, INC., AS GUARANTOR
Underwriting Agreement • June 14th, 2019 • Hudson Pacific Properties, L.P. • 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 with BofA Securities, Inc. (“BofA Securities”) and Wells Fargo Securities, LLC (“Wells Fargo”, and, together with BofA Securities and each of the other Underwriters named in Schedule A hereto, collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA Securities and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A hereto of 4.650% Senior Notes due 2029 (the “Securities”). The Securities will be issu

HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN 2017 OUTPERFORMANCE AWARD AGREEMENT
Hudson Pacific Properties, L.P. • February 10th, 2017 • 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 [_______], 2017, 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 2017 Outperformance Award Agreement, shall constitute the Company’s 2017 Outperformance Program (the “2017 OPP”) under the Plan.

TRANSITION AGREEMENT
Transition Agreement • February 12th, 2021 • Hudson Pacific Properties, L.P. • Real estate • California

This Transition Agreement (the “Agreement”) is entered into by and between Alexander Vouvalides (“Executive”), Hudson Pacific Properties, Inc. (the “Company”) and Hudson Pacific Properties, L.P. (the “Operating Partnership”), effective as of February 8, 2021 (the “Effective Date”). The purpose of this Agreement is to provide separation pay to ease Executive’s transition from the Company, to provide for the transition of Executive’s role with the Company from that of an employee of the Company to that of a non-employee consultant to the Company, effective as of the start of business on the Effective Date and to settle and resolve any and all disputes and controversies of any nature existing between Executive and the Company, including, but not limited to, any claims arising out of Executive’s employment with, and separation from, the Company.

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 20th, 2015 • Hudson Pacific Properties, L.P. • Real estate • New York

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of the 17th day of November, 2015, among HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), each of the financial institutions a signatory hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

AMENDMENT TO OUTPERFORMANCE AWARD AGREEMENTS
Outperformance Award Agreements • August 2nd, 2018 • Hudson Pacific Properties, L.P. • Real estate

This Amendment to Outperformance Award Agreements (the “Amendment”) is made and entered into as of May 24, 2018 (the “Effective Date”) by and between __________ (the “Participant”) and Hudson Pacific Properties, Inc. (the “Company”). As of the Effective Date, the Amendment will be made a part of the 2018 Outperformance Award Agreement (the “Outperformance Award Agreement”) between the Participant and the Company evidencing an outstanding 2018 outperformance award (the “Outperformance Award”) held by the Participant under the Company’s Amended and Restated 2010 Incentive Award Plan (the “Plan”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the applicable Outperformance Award Agreement.

FIRST MODIFICATION AGREEMENT
First Modification Agreement • September 16th, 2022 • Hudson Pacific Properties, L.P. • Real estate • New York

THIS FIRST MODIFICATION AGREEMENT (this “Agreement”) is dated as of September 15, 2022, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent (in such capacity, collectively with its successors and assigns, “Administrative Agent”), for and on behalf of the lenders from time to time a party to that certain Fourth Amended and Restated Credit Agreement, dated as of December 21, 2021 (as heretofore amended and as the same may be further amended, restated, modified, supplemented or replaced from time to time, the “Existing Credit Agreement”), by and among Borrower, Administrative Agent, the aforementioned lenders (each, a “Lender” and, collectively, “Lenders”), and HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (“Borrower”). Each capitalized term used and not otherwise defined herein shall have the meaning given to such term in the Existing Credit Agreement.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 21, 2021, 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...
Credit Agreement • December 27th, 2021 • Hudson Pacific Properties, L.P. • Real estate • New York

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of December 21, 2021, 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 BOFA SECURITIES, INC., as the Active Joint Lead Arrangers and Joint Bookrunners (as more particularly set forth below, collectively, the “Active Joint Lead Arrangers”), U.S. BANK NATIONAL ASSOCIATION, KEYBANC CAPITAL MARKETS, INC., and ROYAL BANK OF CANADA, as the Joint Lead Arrangers (collectively, the “Joint Lead Arrangers”; together with the Active Joint Lead Arrangers, the “Lead Arrangers”), BANK OF AMERICA, N.A., as Syndication Agent (the “Syndication Agent”), U.S. BANK NATIONAL ASSOCIATION, KEYBANC CAPITAL MARKETS, INC.,

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AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 24th, 2020 • Hudson Pacific Properties, L.P. • Real estate • New York

This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of the 7th day of November, 2019, between HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) on its own behalf and on behalf of the Requisite Lenders.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2015 • Hudson Pacific Properties, L.P. • Real estate

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”), is made as of September 18, 2015 (the “Amendment Effective Date”), 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 Mark T. Lammas (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

HUDSON PACIFIC PROPERTIES, L.P. 3.98% Series D Guaranteed Senior Notes due July 6, 2026 3.66% Series E Guaranteed Senior Notes due September 15, 2023 NOTE PURCHASE AGREEMENT Dated as of July 6, 2016
Note Purchase Agreement • August 4th, 2016 • Hudson Pacific Properties, L.P. • Real estate • New York

HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 24th, 2020 • Hudson Pacific Properties, L.P. • Real estate • New York

This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of the 1st day of March, 2019, between HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) on its own behalf and on behalf of the Requisite Lenders.

Hudson Pacific Properties Enters Into Agreement for $425 Million Private Placement; Closes New $300 Million Term Loan Credit Agreement
Hudson Pacific Properties • November 20th, 2015 • Hudson Pacific Properties, L.P. • Real estate

Los Angeles, November 20, 2015 – Hudson Pacific Properties, Inc. (NYSE: HPP) (the “Company”) and Hudson Pacific Properties, L.P. (the “Operating Partnership”) announced today entry into a note purchase agreement providing for the private placement of $425.0 million of senior guaranteed notes (the “Notes”) by the Operating Partnership, consisting of $110.0 million of 4.34% Series A Guaranteed Senior Notes due January 2, 2023, $259.0 million of 4.69% Series B Guaranteed Senior Notes due December 16, 2025, and $56.0 million of 4.79% Series C Guaranteed Senior Notes due December 16, 2027.

Amendment to Equity Distribution Agreement Dated as of June 1, 2021
Equity Distribution Agreement • June 1st, 2021 • Hudson Pacific Properties, L.P. • Real estate • New York

Reference is hereby made to the Equity Distribution Agreement dated November 16, 2012, as amended on July 21, 2014, March 17, 2015 and April 5, 2019 (the “Agreement”), among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and BofA Securities, Inc. (the “Agent”). Capitalized terms used herein and not defined have the respective meanings set forth in the Agreement.

Amendment to Equity Distribution Agreement Dated as of June 1, 2021
Equity Distribution Agreement • June 1st, 2021 • Hudson Pacific Properties, L.P. • Real estate • New York
TERM LOAN CREDIT AGREEMENT Dated as of March 31, 2015 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, WELLS FARGO...
Term Loan Credit Agreement • April 2nd, 2015 • Hudson Pacific Properties, L.P. • Real estate • New York

THIS TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of March 31, 2015, 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, MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, and GOLDMAN SACHS BANK USA, as Lead Arrangers (collectively, the “Lead Arrangers”).

SECOND MODIFICATION TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 27th, 2023 • Hudson Pacific Properties, L.P. • Real estate • New York

This SECOND MODIFICATION TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 22, 2023, 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 undersigned financial institutions which are parties to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”).

Amendment to Equity Distribution Agreement Dated as of June 1, 2021
Equity Distribution Agreement • June 1st, 2021 • Hudson Pacific Properties, L.P. • Real estate • New York
AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • November 20th, 2015 • Hudson Pacific Properties, L.P. • Real estate • New York

This AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), dated as of the 17th day of November, 2015, among HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (the “Borrower”), each of the financial institutions a signatory hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Letter Agreement
Letter Agreement • January 5th, 2016 • Hudson Pacific Properties, L.P. • Real estate • New York

Reference is made to (i) the Margin Loan Agreement dated as of December 29, 2015 among HPP BREP V Holdco A LLC, as borrower (the “Borrower”), [LENDER] (“Pledgee”) and the other lenders party thereto, and Citibank, N.A., as Administrative Agent (the “Loan Agreement”), (ii) the Pledge and Security Agreement of even date herewith between Pledgee, as secured party, and Borrower, as pledgor (the “Borrower Pledge Agreement”), (iii) each Guarantee of even date herewith in favor of Pledgee, the other lenders party thereto and Citibank, N.A., as Administrative Agent executed by (a) HPP BREP V.TE.1 Holdco A LLC, HPP BREP V.TE.2 Holdco A LLC, HPP BREP V.F Holdco A LLC, HPP BRE Holdings V Holdco A LLC, HPP BREP VI Holdco A LLC, HPP BREP VI.TE.1 Holdco A LLC, HPP BREP VI.TE.2 Holdco A LLC, HPP BREP VI AV Holdco A LLC, HPP BREP (AIV) VI Holdco A LLC, HPP BRE Holdings VI Holdco A LLC and HPP BFREP VI SMD Holdco A LLC (collectively, the “Holdco A Guarantors”) and (b) HPP BREP V Holdco B LLC, HPP BREP

HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P.
Outperformance Award Agreement • February 19th, 2019 • Hudson Pacific Properties, L.P. • 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 [_______], 2019, 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 2019 Outperformance Award Agreement, shall constitute the Company’s 2019 Outperformance Program (the “2019 OPP”) under the Plan.

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