Exh 10.5 10/26/2005 Contribution Agreement Cerritos 1 & 2


    
      

    

    Exhibit
      10.5

     

    


    CONTRIBUTION
      AGREEMENT


    


    BETWEEN


    


    MACQUARIE
      OFFICE II LLC

    


    and

    


    


    MAGUIRE
      MACQUARIE OFFICE LLC


    


    


    


    Cerritos
      Corporate Center I and II, Cerritos California

    


    


     

    
 

     

    October
      26, 2005

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      CONTRIBUTION
        AGREEMENT

       

      THIS
        CONTRIBUTION AGREEMENT (this “Agreement”)
        is
        made as of the 26th day of October, 2005, between MAGUIRE
        MACQUARIE OFFICE LLC,
        a
        Delaware limited liability company (referred to herein as “Venture”),
        and
MACQUARIE
        OFFICE II LLC,
        a
        Delaware limited liability company (referred to herein as “Contributor”).

       

      Background

       

      Concurrently
        with the execution of this Agreement, Maguire Properties, L.P. (“Maguire”) and
        Contributor have entered into that certain Limited Liability Company Agreement
        of Maguire Macquarie Office LLC (the “Original
        LLC Agreement”).

       

      Concurrently
        with the closing under this Agreement, Maguire and Contributor intend to
        enter
        into an Amendment and Restatement of the Original LLC Agreement (the
“Amended
        and Restated LLC Agreement”,
        and
        together with the Original LLC Agreement, the “LLC
        Agreement”).

       

      Under
        the
        terms of the LLC Agreement, it is contemplated that Contributor shall contribute
        to Venture one hundred percent (100%) of the Ownership Interests (defined
        below)
        in the single purpose limited liability company known as Maguire/Cerritos
        I, LLC
        (the “SPE”).

       

      Venture
        wishes to accept the contribution of the SPE and the Contributor wishes to
        contribute the SPE to Venture, in each case on the terms and conditions set
        forth in this Agreement and the LLC Agreement.

       

      In
        consideration of the foregoing statements and the mutual agreements herein,
        and
        for other good and valuable consideration, the receipt of which is hereby
        acknowledged, the Contributor agrees to contribute to Venture and Venture
        agrees
        to accept the contribution of the Ownership Interests, in each case subject
        to
        the following terms and conditions:

       

      ARTICLE
        1: BASIC
        TERMS

       

      1.1Contribution.
        Subject
        to the terms and conditions of this Agreement and the LLC Agreement, (i)
        Contributor agrees to contribute, transfer, set over and convey to Venture,
        on a
        quit claim basis, and Venture agrees to accept from Contributor, the
Ownership
        Interests. The “Ownership
        Interests”
being
        all of the issued and outstanding limited liability company interests in
        the SPE
        as and only to the extent conveyed to Contributor by Maguire pursuant to
        that
        certain Purchase and Sale Agreement of even date herewith (the “PSA”) between
        Maguire and Contributor with respect to the Ownership Interests.

       

      1.2Agreed
        Value.
        The
        total Agreed Value for the SPE shall be $101,000,000.00. The Agreed Value
        shall
        be allocated to Contributor under the terms of the LLC Agreement as an
“Agreed
        Value”
as
        that
        term is used in the LLC Agreement and shall be considered a “Capital
        Contribution”,
        as
        that term is defined in the LLC Agreement and allocated to the Contributor
        as of
        the date of Closing.

       

      1.3Remedies.
        Contributor’s sole and exclusive remedy in the event Venture (other than as a
        result of any action or inaction on the party of Contributor) defaults in
        its
        obligation to close this transaction, and such default shall not have been
        cured
        by Venture within ten (10) business days after notice from Contributor, shall
        be
        to terminate this Agreement. If this transaction fails to close as a result
        of
        Contributor’s default Venture shall be entitled to enforce specific performance
        of Contributor’s 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      obligation
        to close this transaction or to terminate this Agreement. The
        foregoing provisions of this Section 1.3 shall not in any way limit the rights
        or remedies of any party to the PSA.

       

      1.4Assignment.
        Contributor hereby assigns and conveys to Venture and Venture hereby accepts
        and
        assumes from Contributor all of its rights and obligations (including
        prorations) under the PSA.

       

      1.5Termination.
        If for
        any reason the PSA is terminated or the transaction contemplated thereunder
        fails to close, this Agreement shall automatically terminate and be null
        and
        void and of no further force or effect.

       

      ARTICLE
        2: CLOSING

       

      2.1 Closing
        and Escrow.
        The
        consummation of the transaction contemplated herein (“Closing
        Date”)
        shall
        occur immediately after the closing under the PSA at the offices of Skadden,
        Arps, Slate, Meagher and Flom, LLP in Los Angeles, CA.

       

      2.2Conditions
        to the Parties’ Obligations to Close.
        In
        addition to all other conditions set forth herein, the obligation of Contributor
        to consummate, and the obligation of the Venture to consummate, the transactions
        contemplated hereunder shall be
        subject
        to, conditioned upon, and shall take place concurrently with but immediately
        after, the closing contemplated by the PSA.

       

      2.3Contributor’s
        Deliveries in Escrow.
        At
        Closing, and as an additional condition to the obligations of the Venture
        hereunder, Contributor shall deliver the following:

       

      (a) Assignment
        of Ownership Interests.
        An
        Assignment of Ownership Interests in the form attached hereto as Exhibit
        A
        (an
“Assignment”)
        executed by Contributor with respect to the SPE, assigning, contributing,
        transferring, conveying and delivering, on a quit claim basis, to Venture
        the
        same title to and ownership of the Ownership Interests in SPE as Contributor
        received from Maguire pursuant to the PSA.

       

      2.4 Venture’s
        Deliveries in Escrow.
        At
        Closing, and as additional conditions to the obligations of Contributor
        hereunder, Venture shall deliver the following:

       

      (a) Assignment
        of Ownership Interests.
        A
        counterpart signature page to the Assignment executed by Venture;
        and

       

      (b) State
        Law Disclosures.
        Such
        disclosures, tax declarations and reports as are required by applicable state
        and local law in connection with the transactions contemplated
        hereby.

       

      2.5Closing
        Statements.
        Contributor and Venture shall execute and deliver at Closing, a closing
        statement consistent with this Agreement. 

       

      ARTICLE
        3: PRORATIONS
        AND ADJUSTMENTS

       

      3.1Prorations.
        There
        shall be no prorations or adjustments in connection with the transactions
        contemplated hereby,
        it
        being understood that Venture shall be responsible for (and shall have the
        right
        to) all prorations and adjustments for which Contributor would otherwise
        be
        responsible for (or have the right to) under the PSA.

       

      ARTICLE
        4: REPRESENTATIONS
        AND WARRANTIES

       

       


      
        
          
          

        

        
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      4.1 Contributor’s
        Representations and Warranties.
        As a
        material inducement to Venture to execute this Agreement and consummate this
        transaction, Contributor represents and warrants to Venture that:

       

      (i) Contributor
        has been duly formed, is validly existing, and is in good standing as a Delaware
        limited partnership.

       

      (ii) Contributor
        is in good standing and is qualified to do business in each jurisdiction
        in
        which it is required to be so qualified.

       

      (iii) Contributor
        has the full right and authority has obtained any and all authorizations
        and
        consents required to enter into this Agreement and to consummate or cause
        to be
        consummated the transactions contemplated hereby.

       

      (iv) This
        Agreement has been, and all of the documents to be delivered by Contributor
        at
        the Closing will be, authorized and properly executed and constitute, or
        will
        constitute, as appropriate, the valid and binding obligations of Contributor,
        enforceable in accordance with their terms.

       

      (v) Contributor
        has not encumbered the Ownership Interests, and the Ownership Interests will
        be
        conveyed by Contributor to Venture at the Closing free and clear of any
        encumbrances suffered or created by Contributor.

       

      CONTRIBUTOR
        IS CONTRIBUTING THE OWNERSHIP INTERESTS TO VENTURE ON AN “AS IS, WHERE IS AND
        WITH ALL FAULTS” BASIS. IT
        IS
        UNDERSTOOD AND AGREED THAT NEITHER OF CONTRIBUTOR, NOR ANY OF ITS AFFILIATES,
        AGENTS, SHAREHOLDERS, MEMBERS, PARTNERS, OFFICERS, PRINCIPALS, EMPLOYEES,
        COUNSEL, REPRESENTATIVES OR CONTRACTORS (COLLECTIVELY, THE “CONTRIBUTOR
        PARTIES”) HAVE MADE OR ARE NOW MAKING, AND VENTURE HAS NOT RELIED UPON AND WILL
        NOT RELY UPON (DIRECTLY OR INDIRECTLY), ANY WARRANTIES, REPRESENTATIONS OR
        GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS, IMPLIED OR STATUTORY, ORAL
        OR
        WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE OWNERSHIP INTERESTS,
        INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES
        AS TO
        (I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE REAL
        PROPERTY OR ANY PORTION THEREOF OWNED BY THE SPE, (III) GEOLOGICAL
        CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS,
        WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL
        OF WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE
        EARTHQUAKES, (IV) WHETHER, AND TO THE EXTENT TO WHICH, THE REAL PROPERTY OR
        ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY
        OF
        WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD,
        (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF
        INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL,
        OR
        SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING,
        (VII) ZONING OR OTHER ENTITLEMENTS, OR ANY LAND USE REGULATIONS WHATSOEVER,
        TO WHICH THE REAL PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT,
        (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE IMPROVEMENTS OR ANY PORTION
        THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC,
        (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE REAL PROPERTY OR
        ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND
        SPECIFICATIONS, SIZE, LOCATION, AGE, USE, 

       


      
        
          
          

        

        
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      DESIGN,
        QUALITY, DESCRIPTIONS, SUITABILITY, OPERATION, TITLE TO, OR PHYSICAL OR
        FINANCIAL CONDITION OF THE IMPROVEMENTS OR ANY PORTION THEREOF, (XII) ANY
        INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING
        OR PERTAINING TO THE REAL PROPERTY OR ANY PART THEREOF, (XIII) THE PRESENCE
        OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE REAL PROPERTY,
        (XIV) THE CONDITION OR USE OF THE IMPROVEMENTS OR COMPLIANCE OF THE
        IMPROVEMENTS WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL
        ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES,
        CODES OR OTHER SIMILAR LAWS, (XV) THE EXISTENCE OR NON-EXISTENCE OF
        UNDERGROUND STORAGE TANKS, (XVI) ANY OTHER MATTER AFFECTING THE STABILITY
        OR INTEGRITY OF THE IMPROVEMENTS OR REAL PROPERTY, (XVII) THE POTENTIAL FOR
        FURTHER DEVELOPMENT OF THE REAL PROPERTY, OR (XVIII) THE MERCHANTABILITY OF
        THE REAL PROPERTY OR FITNESS OF THE REAL PROPERTY FOR ANY PARTICULAR
        PURPOSE.

       

      In
        addition, Venture and anyone claiming by, through or under it hereby waives
        its
        right to recover from and fully and irrevocably release the Contributor Parties
        from any and all liability, claim, demand, loss, expenditure or damage
        (collectively, “Losses”)
        that
        they may now have or hereafter acquire against any of the Contributor Parties
        arising from or related to the condition, valuation, salability or utility
        of
        the improvements or the real property owned by the SPE, or their suitability
        for
        any purpose whatsoever as of the Closing (including any construction defects,
        errors, omissions or other conditions, latent or otherwise, and the presence
        in
        the soil, air, structures or surface or subsurface waters of materials or
        substances that have been or may in the future be determined to be Hazardous
        Substances or otherwise toxic, hazardous, undesirable or subject to regulation
        and that may need to be specially treated, handled and/or removed from any
        of
        the real property under current or future federal, state and local laws,
        regulations or guidelines). This release includes Losses of which Venture
        is
        presently unaware or which Venture does not presently suspect to exist which,
        if
        known to it, would materially affect its release of the Contributor Parties.
        In
        this connection and to the extent permitted by law, Venture hereby agrees,
        represents and warrants that it realizes and acknowledges that factual matters
        now unknown to them may have given or may hereafter give rise to Losses which
        are presently unknown, unanticipated and unsuspected, and Venture further
        agrees, represents and warrants that the waivers and releases herein have
        been
        negotiated and agreed upon in light of that realization and that each
        nevertheless hereby intends to release, discharge and acquit the Contributor
        Parties from any such unknown Losses.

       

      ARTICLE
        5: MISCELLANEOUS

       

      5.1Parties
        Bound.
        No
        party may assign this Agreement without the prior written consent of the
        other,
        and any such prohibited assignment shall be void. Subject to the foregoing,
        this
        Agreement shall be binding upon and inure to the benefit of the respective
        legal
        representatives, successors, and assigns of the parties.

       

      5.2Headings.
        The
        article and section headings of this Agreement are for convenience only and
        in
        no way limit or enlarge the scope or meaning of the language
        hereof.

       

      5.3 Expenses.
        Except
        as otherwise expressly provided herein, each party hereto shall pay its own
        expenses incident to this Agreement and the transactions contemplated hereunder,
        including all legal and accounting fees and disbursements. The foregoing
        shall
        not amend or modify any provisions regarding Venture’s payment of costs and
        expenses in accordance with the terms of its limited liability company
        agreement.
        The
        parties acknowledge and agree that all transfer tax and other similar taxes
        which may be incurred in connection with this transfer are being paid by
        Maguire
        Properties, L.P. pursuant to a separate agreement between it and
        Contributor.

       

       


      
        
          
          

        

        
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      5.4Invalidity
        and Waiver.
        If any
        portion of this Agreement is held invalid or inoperative, then so far as
        is
        reasonable and possible the remainder of this Agreement shall be deemed valid
        and operative, and, to the greatest extent legally possible, effect shall
        be
        given to the intent manifested by the portion held invalid or inoperative. 
The failure by either party to enforce against the other any term or provision
        of this Agreement shall not be deemed to be a waiver of such party’s right to
        enforce against the other party the same or any other such term or provision
        in
        the future.

       

      5.5Governing
        Law.
        This
        Agreement shall, in all respects, be governed, construed, applied, and enforced
        in accordance with the law of the State of Delaware.

       

      5.6Survival.
        The
        provisions of this Agreement that provide for performance after the Closing
        shall survive the Closing and shall not be deemed to be merged into or (unless
        otherwise provided herein or pursuant to a separate instrument) waived by
        the
        instruments of Closing.

       

      5.7No
        Third Party Beneficiary.
        This
        Agreement is not intended to give or confer any benefits, rights, privileges,
        claims, actions, or remedies to any person or entity as a third party
        beneficiary, decree, or otherwise.

       

      5.8Entirety
        and Amendments.
        This
        Agreement and the exhibits and schedules hereto and the agreements referenced
        herein embody the entire agreement between the parties and supersede all
        prior
        agreements and understandings relating to the Property. This Agreement may
        be
        amended or supplemented only by an instrument in writing executed by the
        party
        against whom enforcement is sought.

       

      5.9Time
        of the Essence.
        Time is
        of the essence in the performance of this Agreement.

       

      5.10Confidentiality.
        No
        party shall make any public announcement or disclosure of any information
        related to this Agreement to outside brokers or third parties, before Closing,
        without the specific prior written consent of the other, except for such
        disclosures to its lenders, creditors, officers, employees and agents as
        may be
        necessary to permit it to perform its obligations hereunder and except as
        and to
        the extent that such party, in its good faith judgment and following
        consultation with its counsel, believes that such disclosure is required
        to
        enable it to comply with obligations under federal or state or Australian
        securities laws. Notwithstanding the foregoing, any party to this transaction
        (and each employee, agent or representative of the foregoing) may disclose
        to
        any and all persons, without limitation of any kind, the tax treatment and
        tax
        structure of the transaction and all materials of any kind (including opinions
        or other tax analyses) that are provided to them relating to such tax treatment
        and tax structure. The authorization in the preceding sentence is not intended
        to permit disclosure of any other information unrelated to the tax treatment
        and
        tax structure of the transaction including (without limitation) (i) any portion
        of the transaction documents or related materials to the extent not related
        to
        the tax treatment or tax structure of the transaction, (ii) the existence
        or
        status of any negotiations unrelated to the tax issues, or (iii) any other
        term
        or detail not relevant to the tax treatment or the tax structure of the
        transaction.

       

      5.11Attorneys’
        Fees.
        If any
        party brings an action to enforce its rights under this Agreement, the
        prevailing party in the action shall be entitled to recover its costs and
        expenses, including, without limitation, reasonable attorneys’ fees, incurred in
        connection with such action including any appeal of such action.

       

      5.12Notices.
        All
        notices required or permitted hereunder shall be in writing and shall be
        served
        on the parties at the addresses set forth below. Any such notices shall be
        either (i) sent by overnight delivery using an internationally recognized
        courier, in which case notice shall be deemed 

       


      
        
          
          

        

        
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      delivered
        upon receipt, (ii) sent by facsimile or email, in which case notice shall
        be deemed delivered upon transmission of such notice if such notice is
        transmitted between the hours of 9:00 a.m. and 5:00 p.m. during a business
        day of the recipient, otherwise on the next business day of the recipient,
        or
        (iii) sent by personal delivery, in which case notice shall be deemed
        delivered upon receipt. A party’s address may be changed by written notice to
        the other party; provided, however, that no notice of a change of address
        shall
        be effective until actual receipt of such notice. Copies of notices are for
        informational purposes only, and a failure to give or receive copies of any
        notice shall not be deemed a failure to give notice. The attorney for a party
        has the authority to send notices on behalf of such party.

       

      
        
 

      

    

    
      

        
          
            	
                    If
                      to Contributor:

                  	
                    Macquarie
                      Real Estate, Inc.

                  
	 	
                    One
                      North Wacker Drive, Level 9

                  
	 	
                    Chicago,
                      Illinois 60606

                  
	 	
                    Attention:
                      Kristin Marsilje

                  
	 	
                    Facsimile:
                      312-499-8686

                  
	 	
                    Email:
                      kristin.marsilje@macquarie.com

                  
	
                    With
                      a copy to:

                  	
                    Macquarie
                      Office Trust

                  
	 	
                    c/o
                      Macquarie Office Management Limited

                  
	 	
                    Level
                      13, 1 Martin Place

                  
	 	
                    Sydney,
                      Australia NSW 2000

                  
	 	
                    Attention:
                      Jill Rikard-Bell

                  
	 	
                    Facsimile:
                      011-61-28-232-6510

                  
	 	
                    Email:
                      jill.rikard-bell@macquarie.com

                  
	 	 
	
                    and
                      to:

                  	
                    Mayer,
                      Brown, Rowe & Maw LLP

                  
	 	
                    71
                      South Wacker Drive

                  
	 	
                    Chicago,
                      Illinois 60606

                  
	 	
                    Attention:
                      Ronald R. Dietrich

                  
	 	
                    Facsimile:
                      312-701-7711

                  
	 	
                    Email:
                      rdietrich@mayerbrownrowe.com

                  
	 	 
	
                    If
                      to Venture:

                  	
                    Macquarie
                      Office Trust

                  
	 	
                    c/o
                      Macquarie Office Management Limited

                  
	 	
                    Level
                      13, 1 Martin Place

                  
	 	
                    Sydney,
                      Australia NSW 2000

                  
	 	
                    Attention:
                      Jill Rikard-Bell

                  
	 	
                    Facsimile:011-61-28-232-6510

                  
	 	
                    Email:
                      jill.rikard-bell@macquarie.com

                  
	 	 
	
                    with
                      a copy to:

                  	
                    Mayer,
                      Brown, Rowe & Maw LLP

                  
	 	
                    71
                      South Wacker Drive

                  
	 	
                    Chicago,
                      Illinois 60606

                  
	 	
                    Attention:
                      Ronald R. Dietrich

                  
	 	
                    Facsimile:
                      312-701-7711

                  
	 	
                    Email:
                      rdietrich@mayerbrownrowe.com

                  
	 	 
	
                    and
                      to

                  	
                    Maguire
                      Properties, L.P.

                  
	 	
                    333
                      South Grand Avenue, Suite 400

                  
	 	
                    Los
                      Angeles, California 90071

                  
	 	
                    Attention:
                      Robert Maguire and Mark Lammas

                  


          

           

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    Facsimile:
                      213-533-5100 and 213-533
                      5198

                  


          

        

      

    

    
      
        	 	
                Email:
                  Rob.Maguire@MaguireProperties.com and 

              
	 	
                Mark.Lammas@MaguireProperties.com

              
	 	 
	
                with
                  a copy to: 

              	
                Skadden,
                  Arps, Slate, Meagher & Flom LLP

              
	 	
                300
                  South Grand Avenue, Suite 3400

              
	 	
                Los
                  Angeles, California 90071

              
	 	
                Attention:
                  Rand April

              
	 	
                Facsimile:
                  213-621-5600

              
	 	
                Email:
                  RApril@Skadden.com

              


      

    

    


    


    5.13 Construction

     

    .
      The
      parties acknowledge that the parties and their counsel have reviewed and revised
      this Agreement and that the normal rule of construction to the effect that
      any
      ambiguities are to be resolved against the drafting party shall not be employed
      in the interpretation of this Agreement or any exhibits or amendments
      hereto.

     

    5.14 Execution
      in Counterparts

     

    .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of such counterparts shall constitute one
      Agreement.  To facilitate execution of this Agreement, the parties may
      execute and exchange by telephone facsimile or email counterparts of the
      signature pages.

     

    5.15 Further
      Assurances

     

    .
      In
      addition to the acts and deeds recited herein and contemplated to be performed,
      executed and/or delivered by either party at Closing, each party agrees to
      perform, execute and deliver, on or after the Closing any further actions,
      documents, and will obtain such consents, as may be reasonably necessary or
      as
      may be reasonably requested to fully effectuate the purposes, terms and
      conditions of this Agreement or to further perfect the conveyance, transfer
      and
      assignment of the Ownership Interests to Venture.

     

    5.16 Waiver
      of Jury Trial

     

    .
      TO THE
      EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY
      AND
      ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    [Singature
      Page Follows]

     

    


    
      
        
        

      

      
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    SIGNATURE
      PAGE TO

    CONTRIBUTION
      AGREEMENT

    BY
      AND
      BETWEEN

    MAGUIRE
      MACQUARIE OFFICE, LLC

    AND

    MACQUARIE
      OFFICE II LLC

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
      and
      year written below pursuant to proper authority duly granted.

     

    


     

    VENTURE:

     

    


     

    MAGUIRE
      MACQUARIE OFFICE LLC, a Delaware limited liability company

     

    By:   Maguire
      MO Manager, LLC, 

              
a
      Delaware limited liability company, its manager

     

    By:    
      Maguire
      Properties, L.P., a Maryland limited 

        partnership,
      its managing member 

     

    By:
      Maguire Properties, Inc., its general partner

     

    By: 
      /s/ Dallas E.
      Lucas                                                      


     

    Name: 
      Dallas E.
      Lucas                                                      


     

    Title:  Executive
      Vice Presidnt &
CFO                                


     

    


     

    CONTRIBUTOR:

     

    MACQUARIE
      OFFICE II LLC, a Delaware limited liability company

     

    By:     
      Macquarie
      Office (US) Corporation, its managing member 

     

    


     

    By: 
      /s/ Rena X. Pulido
                                                      


     

    Name: Rena X.
      Pulido                                                       


     

    Title:  Vice
      President