Exh 10.11 1/5/2006 Cerritos Corp Center Contribution Agreement


    
      

    

    Exhibit
      10.11

    
 

    CONTRIBUTION
      AGREEMENT 

     

    (CERRITOS
      CORPORATE CENTER-LASALLE BANK LOAN) 

     

    THIS
      CONTRIBUTION AGREEMENT (this "Agreement") ismade as of January 5, 2006 by and
      between MAGUIRE PROPERTIES, L.P., a Maryland limited partnership ("MPLP") and
      MAGUIRE MACQUARIE OFFICE LLC, a Delaware limited liability company (the "Joint
      Venture"). 

     

    


     


    


    RECITALS
      

     

    A.
      Pursuant to that certain Leasehold Deed of Trust, Security Agreement and Fixture
      Filing (the "Security Instrument") dated as of January 5, 2006, by and between
      Maguire Macquarie-Cerritos I, LLC, a Delaware limited liability company
      ("Borrower") and LaSalle Bank National Association, a national banking
      association, and its successors and assigns ("Lender"), Borrower is indebted
      to
      Lender for a loan in the original principal amount of Ninety-Five Million
      Dollars ($95,000,000.00) (the "Loan"), secured by, among other collateral,
      the
      Security Instrument recorded as a lien on the real property described therein,
      commonly known as Cerritos Corporate Center (the "Property"). 

     

    B.
      MPLP owns a twenty percent (20%) membership interest in the Joint Venture,
      which, in turn, owns all of the membership interests in Borrower. The Joint
      Venture is providing a non-recourse carve-out guaranty in favor of Lender in
      connection with the Loan. The Joint Venture and MPLP agree that in the event
      of
      a default under the Loan and/or
      Security Instrument, subject to the limitations and terms and conditions set
      forth in this Agreement, MPLP will make additional contributions of capital
      to
      the Joint Venture and the Joint Venture will, in turn, contribute such
      contributed capital to Borrower to be used to repay any outstanding Shortfall
      Amount on the Loan, as defined below. 

     

    All
      capitalized terms used herein and not otherwise defined herein shall have the
      meanings given to such terms in the Security Instrument. 

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby agree as follows: 

     

    1.
      Capital Contribution
      Obligation. If, for any reason, Borrower shall be in default under the Loan
      and/or Security Instrument
      and repayment of the obligations(the "Obligations") of Borrower evidenced bythe
      Loan and secured bythe Security Instrument
      is due after notice and lapse of any applicable cure periods (such default
      and
      repayment obligation is referred to hereinafter as a "Default") and the Default
      can be cured bythe payment of money to the Lender, then MPLP absolutely and
      unconditionally agrees (subject tothe limits set forth below) to contribute
      to
      the capital of the Joint Venture cash orcash equivalents in an amount equal
      to
      the Shortfall Amount (as defined below). Notwithstanding the foregoing,MPLP's
      maximum liability hereunder is equal to Ninety Five Million Dollars
      ($95,000,000.00) (the "MaximumLiability") and under no circumstances shall
      MPLP
      be obligated to contribute an aggregate amount under this Agreement in excess
      of
      MPLP's Maximum Liability. No demand shall be made under this Agreement for
      contribution of the Shortfall Amount or any portion 

     

    [PSR:psr/Contingent
      Contribution Agreement (Bottom Dollar) Cerritos LaSalle Bank
      Loan.DOC/122705/1039.023]
      

    thereof
      until such time as the Lender shall have fully and completely exercised (and
      not
      waived) 

    all
      rights, powers, and remedies it has with respect to foreclosure on the Property,
      or following the date any such Default is cured by Borrower. The "Shortfall
      Amount" shall equal the excess of (i) the Maximum Liability or the amount of
      outstanding principal and accrued interest owed on the Loan immediately prior
      to
      the Default, whichever is less; over (ii) the sum of all amounts recovered
      and
      the fair market value of the Property obtained by Lender (including, without
      limitation, with respect to principal, interest, late fees, penalties and costs
      of collection), if any, from or on behalf of Borrower after the Default in
      proceedings against Borrower or the Property under the documents which set
      forth
      the Loan (including, without limitation, the Security Instrument).
      

     

      2.
      Use of Contributions. The funds contributed to the capital of the Joint Venture
      by MPLP pursuant to this Agreement in performance of its obligations hereunder
      will be contributed by the Joint Venture to Borrower, forBorrower to pay any
      Shortfall Amount. Any capital contributions made to the Joint Venture by MPLP
      pursuant hereto shall be deposited by the Joint Venture immediately into a
      separate bank account in Borrower's name. The Joint Venture shall cause Borrower
      to use such funds solely for payments to the Lender for the 

      Shortfall
      Amount. 

    2  Personal
      Obligation. The obligations of MPLP under this Agreement are personal to MPLP
      and shall not be affected by any transfer by it of all or any of its interests
      in the Joint Venture, and MPLP shall have no right to receive from the Joint
      Venture any reimbursement or return of any contributions to the Joint Venture,
      or other payments, made pursuant to this Agreement. The obligations of JV under
      this Agreement are personal to JV and shall not be affected by any transfer
      by
      it of all or any of its interests in Borrower, and JV shall have no right to
      receive from the Borrower any reimbursement or return of any contributions
      to
      the Borrower, or other payments, made pursuant to this Agreement. 

      4.
      Term of Agreement. This Agreement, as well as all of the rights, duties,
      requirements and obligations created hereunder, shall automatically expire
      and
      be of no further force or effect on the earlier to occur of (i) thirty-six
      (36)
      months following the date hereof; provided, however, that MPLP may extend the
      term of this Agreement beyond thirty-six (36) months for any period of time
      it
      deems advisable, in its sole and absolute discretion, upon written notice of
      the
      extended term to the Joint Venture, and (ii) date on which the Obligations
      under
      the 

      Loan
      are satisfied in full. 

    3  Rights
      of Lender. Borrower or the Lender, or any subsequent holder of the Loan or
      beneficiary of the Security Instrument may, from time to time, without notice
      toorconsent of MPLP, agree to any amendment,
      waiver,
      modification or alteration of the Security Instrument relating to Borrower
      and
      its rights and obligations thereunder (including, without limitation, the
      renewal or extension of the maturity of the indebtedness secured by the Security
      Instrument, increase or reduction of the rate of interest payable under the
      Loan, release, substitution or addition of MPLP or any endorser on the Loan,
      and
      acceptance of any additional security for the Loan). 

    


    6.
      Intent to Benefit Lender. This Agreement is expressly for the benefit of


    the
      Lender and its successors and assigns. The parties hereto intend that the Lender
      shall be a third party beneficiary of this Agreement and that the Lender shall
      have the right to enforce the 

     

    pSR:psr/Contingent
      Contribution Agreement (Bottom Dollar) Cerritos LaSalle Bank
      Loan.DOC/1227os/Io39.o23]
      2 

    obligations
      of MPLP hereunder separately and independently of the Joint Venture, without
      any
      requirement whatsoever of resort by the Lender to any other party, including,
      without limitation, the Joint Venture under the Guaranty. The Lender's status
      as
      a third party beneficiary of this Agreement and the Lender's right to enforce
      the obligations of MPLP are material elements of this Agreement. Any payments
      to
      Lender hereunder shall for all purposes hereunder be treated as capital
      contributions by MPLP to the Joint Venture in accordance with the provisions
      of
      Paragraph 1 above. This Agreement shall not be modified, amended or terminated
      without the written consent of the Lender. MPLP shall furnish a copy of this
      Agreement to the Lender immediately following the execution hereof by the
      parties. 

     

    1  Condition
      of Borrower and the Joint Venture. MPLP is fully aware of the financial
      condition of Borrower, the Joint Venture and the Property, and is executing
      and
      delivering this Agreement based solely upon its own independent investigation
      of
      all matters pertinent hereto and is not relying in any manner upon any
      representation or statement of the Lender. MPLP hereby represents and warrants
      that it is in a position to obtain, and hereby assumes full responsibility
      for
      obtaining, any additional information concerning the Joint Venture's and the
      Property's financial condition and any other matter pertinent hereto as it
      may
      desire, and it is not relying upon or expecting the Lender to furnish to it
      any
      information now or hereafter in the Lender's possession concerning the same
      or
      any other matter. By executing this Agreement, MPLP knowingly accepts the full
      range of risks encompassed within a contract of this type, which risks it
      acknowledges. MPLP shall have no fight to require the Lender to obtain or
      disclose any information with respect to the Obligations, the financial
      condition or character of Borrower, the Joint Venture, the Property, Borrower's
      ability to pay or perform the Obligations, the existence or non-existence of
      any
      guaranties of all or any part of the Obligations, any action or non-action
      on
      the part of the Lender, Borrower, the Joint Venture, or any other person, or
      any
      other matter, fact or occurrence whatsoever. In the event a contribution is
      made
      pursuant to this Agreement, the parties agree that the member's interest in
      the
      Joint Venture will not be adjusted. The parties agree that if a contribution
      is
      made under this Agreement, the allocation provisions of the Joint Venture shall
      be applied in a manner so as to assure to the greatest extent possible that
      the
      capital account balances of the partners are no different than would have
      existed if no contribution had been made under this Agreement. 

    2  MPLPs'
      General Waivers. MPLP waives: (a) any defense now existing or hereafter arising
      based upon any
      legal
      disability or other defense of the Joint Venture, Borrower, MPLP or any other
      Person, or by reason of the cessation or limitation of the liability of
      Borrower, MPLP or any other Person from any cause other than full payment and
      performance of all obligations due under the Security Instrument or any of
      the
      other Loan Documents; (b) any defense based upon any lack of authority of the
      officers, directors, partners or agents acting or purporting to act on behalf
      of
      the Joint Venture, Borrower or any other Person, or any defect in the formation
      of the Joint Venture, Borrower or any other Person; (c) the unenforceability
      or
      invalidity of any security or guarantee or the lack of perfection or continuing
      perfection, or failure of priority of any security for the obligations
      guarantied hereunder; (d) any and all rights and defenses arising out of an
      election of remedies by Lender, even though that election of remedies, such
      as a
      nonjudicial foreclosure with respect to security for a guaranteed obligation,
      has destroyed MPLP's rights of subrogation and reimbursement against the
      principal by the operation of Section 580d of the California Code of Civil
      Procedure or otherwise; (e) any defense based upon Lender's failure to disclose
      to MPLP any information concerning the Joint 

    


    [PSR:psr/ContingentContribution
      Agreement (Bottom Dollar) Cerritos LaSalle Bank Loan.DOC/122705/1039.023]
      3 

    Venture's,
      Borrower's or any other Person's financial condition or any other circumstances
      bearing on the Joint Venture's, Borrower's or any other Person's ability to
      pay
      and perform all obligations due under the Security Instrument or any of the
      other Loan Documents; (f) any failure by Lender to give notice to the Joint
      Venture, Borrower, MPLP or any other Person of the sale or other disposition
      of
      security held for the Loan, and any defect in notice given by Lender in
      connection with any such sale or disposition of security held for the Loan;
      (g)
      any failure of Lender to comply with applicable laws in connection with the
      sale
      or disposition of security held for the Loan, including, without limitation,
      any
      failure by Lender to conduct a commercially reasonable sale or other disposition
      of such security; (h) any defense based upon any statute or rule of law which
      provides that the obligation of a surety must be neither larger in amount nor
      in
      any other respects more burdensome than that of a principal, or that reduces
      a
      surety's or guarantor's (or hereunder, MPLP's) obligations in proportion to
      the
      principal's obligation; (i) any use of cash collateral under Section 363 of
      the
      Federal Bankruptcy Code; (j) any defense based upon Lender's election, in any
      proceeding instituted under the Federal Bankruptcy Code, of the application
      of
      Section 111 l(b)(2) of the Federal Bankruptcy Code or any successor statute;
      

    (k)
      any defense based upon any borrowing or any grant of a security interest under
      Section 364 of the Federal Bankruptcy Code; (1) relief from any applicable
      valuation or appraisement laws; and (r) any defense based upon the application
      by Borrower of the proceeds of the Loan for purposes other than the purposes
      represented by Borrower to Lender or intended or understood by Lender or
      MPLP.
      MPLP
      agrees that the payment and performance of all obligations due under the
      Security Instrument or any of the other Loan Documents or any part thereof
      or
      other act which tolls any statute of limitations applicable to the Security
      Instrument or the other Loan Documents shall similarly operate to toll the
      statute of limitations applicable to MPLP's liability 

     

    hereunder.
      

     

    Without
      limiting the generality of the foregoing or any other provision hereof, MPLP
      further waives any and all rights and defenses that MPLP may have because
      Borrower's debt is secured by real property; this means, among other things,
      that: if Lender forecloses on any real property collateral pledged by Borrower,
      then (A) the amount of the debt may be reduced only by the price for which
      that
      collateral is sold at the foreclosure sale, even if the collateral is worth
      more
      than the sale price, and (B) MPLP shall have the obligation to contribute
      hereunder even if Lender, by foreclosing on the real property collateral, has
      destroyed any subrogation right of MPLP against Borrower or the Joint Venture.
      The foregoing sentence is an unconditional and irrevocable waiver of any rights
      and defenses MPLP may have because Borrower's debt is secured by real property.
      

     

    Without
      limiting the generality of the foregoing or any other provision
      hereof,
      MPLP
      expressly waives to the extent permitted by law any and all rights and defenses,
      including without limitation any rights of subrogation, reimbursement,
      indemnification and contribution, which might otherwise be available to MPLP
      under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433,
      and
      under California Code of Civil Procedure Sections 580a, 580b, 580d and 726
      (or
      any of such sections), or any other jurisdiction to the extent the same are
      applicable to this Agreement or the agreements, covenants or obligations of
      MPLP
      hereunder. 

     

    9.
      Waiver of Rights of Subrogation. This Agreement is expressly for the benefit
      ofthe Borrower, the Lender, any Indemnified Party (as defined below), and
      theirrespective successors and assigns (collectively, the "Beneficiaries").
      The
      obligations of MPLP hereunder 

     

    [PSR:psr/ContingentContribution
      Agreement (Bottom Dollar) Cerritos LaSalle Bank Loan.DOC/122705/1039.023]
      4 

    shall
      be in addition to and shall not limit or in any way affect the obligations
      the
      Joint Venture under any existing or future guaranties unless said other
      guaranties are expressly modified or revoked in writing. Subject to Paragraph
      1
      of this Agreement, the obligations of MPLP hereunder are independent of the
      obligations of Borrower, and a separate action or actions may be brought by
      any
      Beneficiary against MPLP, whether or not actions are brought against Borrower,
      and whether or not Borrower is joined in any such action or actions against
      MPLP. MPLP expressly waives any and all rights of subrogation, reimbursement,
      indemnity, exoneration, contribution or any other claim which MPLP may now
      or
      hereafter have against the Joint Venture, the Borrower or any other Person
      (other than a direct or indirect partner in MPLP) directly or contingently
      liable for the payment or performance of the Security Instrument (including,
      without limitation, any property collateralizing the obligations under the
      Loan), arising from the existence or performance of this Agreement. MPLP further
      agrees that it will not enter into any agreement providing, directly or
      indirectly, for contribution, reimbursement or repayment by the Joint Venture,
      Borrower or any other Person (other than a direct or indirect partner in MPLP)
      on account of any payment by MPLP and further agrees that any such agreement,
      whether existing or hereafter entered into in violation hereof would be void.
      In
      furtherance, and not in limitation, of the preceding waiver, MPLP agrees that
      (i) any payment directly to the Lender by MPLP in satisfaction of its
      obligations pursuant to this Agreement shall be deemed a contribution by MPLP
      (as applicable) to the capital of the Joint Venture, and any such payment shall
      not cause MPLP to be a creditor of Borrower, or the Joint Venture, and (ii)
      MPLP
      shall not be entitled to, or shall receive, the return of any such capital
      contribution except to the extent permitted by the organizational documents
      of
      the Joint Venture. 

     

      10.
      Indemnification ofOther
      Parties. Subject to the Lender's requirement to first exercise its rights
      against the Property as provided in Paragraph 1 hereof, if, for any reason,
      Macquarie Office II LLC, the Joint Venture or Borrower or any affiliate thereof
      (each, an "Indemnified Party") is required by Lender to make any payment to
      the
      Lender or any contribution to Borrower with respect to the portion of the Loan
      for which a payment pursuant to this Agreement is required (collectively, an
      "Indemnified Party Outlay"), MPLP shall absolutely and unconditionally reimburse
      the Indemnified Party for the lesser of (i) the full amount of such Indemnified
      Party Outlay or (ii) the maximum amount MPLP would have been obligated to
      contribute under Paragraph 1 hereof had such payment not been made by the
      Indemnified Party. MPLP shall reimburse the Indemnified Party as required by
      this Paragraph 10 within sixty (60) days after receiving written notice of
      a
      Indemnified Party Outlay from the Indemnified Party. Any payments to an
      Indemnified Party hereunder shall for all purposes hereunder be treated as
      capital contributions by MPLP to the Joint Venture in accordance with the
      provisions of Paragraph 1 

      above.
      

    2  Effect
      of Waivers. MPLP warrants and agrees that each of the waivers set forth in
      this
      Agreement is made with MPLP's full knowledge of its significance and
      consequences, and that under the circumstances the waivers are reasonable.
      If
      any of said waivers shall hereafter be determined by a court of competent
      jurisdiction to be contrary to any applicable law or against public policy,
      such
      waivers shall be effective only to the maximum extent permitted by law.


    3  Rules
      of Construction. The word "Borrower" as used herein shall include the named
      Borrower and any other Person at any time assuming or otherwise becoming


    


    IPSR:psr/ContingentContribution
      Agreement (Bottom Dollar) Cerritos LaSalle Bank 

     

    Loan.
      DOC/122705/I
      039.023] 5 

    primarily
      liable for all or any part of the obligations of the named Borrower under the
      Security Instrument or any of the other Loan Documents. The term "Person" as
      used herein shall include any individual, corporation, partnership, limited
      liability company, trust or other legal entity of any kind whatsoever. When
      the
      context and construction so require, all words used in the singular herein
      shall
      be deemed to have been used in the plural and vice versa. All headings


    appearing
      in this Agreement are for convenience only and shall be disregarded in
      construing this Agreement. 

     

    1  Governin_
      Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE
      LAWS OF THE STATE OF CALIFORNIA, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL
      LAWS.
      THE PARTIES CONSENT TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT WITHIN
      THE
      STATE OF CALIFORNIA AND ALSO CONSENT TO SERVICE OF PROCESS BY ANY MEANS
      AUTHORIZED
      BY CALIFORNIA OR FEDERAL LAW. 

    2  Amendments.
      This
      Agreement shall not be modified, amended or terminated in a manner that is
      materially adverse to MPLP, Joint Venture or any Beneficiary without the written
      consent of MPLP, Joint Venture or such Beneficiary, as the case may be.


    3  Miscellaneous.
      The provisions of this Agreement shall bind and benefit the heirs, executors,
      administrators, legal representatives, successors and assigns of each party
      hereto and of each of the Beneficiaries. If any provision of this Agreement
      shall be determined by a court of competent jurisdiction to be invalid, illegal
      or unenforceable, that portion shall be deemed severed from this Agreement
      and
      the remaining parts shall remain in full force as though the invalid, illegal
      or
      unenforceable portion had never been part of this Agreement. 

    4  Counterparts.
      This Agreement may be executed in counterparts (including by facsimile) with
      the
      same effect as if all parties had signed the same document. All such
      counterparts shall be deemed an original, shall be construed together and shall
      constitute one and the 

    


    same
      instrument. 

     

    17.
      Release. The release of Borrower from all or any part of the indebtedness
      evidenced by the Loan for any reason (other than full payment of such
      indebtedness) or any other obligations under any of the Loan Documents (as
      defined in the Security Instrument) for any reason (other than the full
      performance thereof) shall not release MPLP or Joint Venture from liability
      under this Agreement, unless each Beneficiary consents to such a release of
      MPLP
      and Jonit Venture in writing. 

     

    [Signature
      Page Follows] 

     

    
      


      

        


        
          	
                  MPLP:

                
	 	 	 
	
                  MAGUIRE
                    PROPERTIES, L.P.,

                
	
                  a
                    Maryland limited partnership

                
	 	 	 
	
                  By:

                	
                  MAGUIRE
                    PROPERTIES, INC.,

                
	 	
                  a
                    Maryland corporation

                
	 	
                  its
                    general partner

                
	 	 	 
	 	
                  By:

                	
                  /s/
                    Mark T. Lammas

                
	 	 	
                  Name:
                    Mark T. Lammas

                
	 	 	
                  Title:
                    Senior Vice President

                
	 	 	 


        

        


        


        


        
          	
                  Joint
                    Venture:

                
	 	 	 
	
                  MAGUIRE
                    MACQUARIE OFFICE LLC

                
	
                  a
                    Delaware limited liability company

                
	 	 	 
	
                  By:

                	
                  Maguire
                    MO Manager, LLC

                
	 	
                  a
                    Delaware limited liability company

                
	 	 
	 	
                  By:

                	
                  Maguire
                    Properties, L.P.

                
	 	 	
                  a
                    Maryland limited partnership

                
	 	 	 
	 	
                  By:

                	
                  Maguire
                    Properties, Inc.

                
	 	 	
                  a
                    Maryland corporation

                
	 	 	 
	 	
                  By:

                	
                  /s/
                    Mark T. Lammas

                
	 	 	
                  Name:
                    Mark T. Lammas

                
	 	 	
                  Title:
                    Senior Vice President