0001204560-11-000070 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • July 28th, 2011 • MPG Office Trust, Inc. • Real estate investment trusts • New York

This Exchange Agreement (this “Agreement”) is made this 27th day of July, 2011, by and among MPG Office Trust, Inc., a Maryland corporation (the “Company”), Esopus Creek Value Series Fund LP - Series L, a series of Esopus Creek Value Series Fund LP, a Delaware series limited partnership (the “Holder”) and Esopus Creek Value Series Fund LP - Series A, a series of Esopus Creek Value Series Fund LP, a Delaware series limited partnership (“Esopus Series A”).

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