Exh 10.8 10/26/2005 ROFO Agreement


     

      
        

      

    

    Exhibit
      10.8

    
 

    RIGHT
      OF FIRST OPPORTUNITY AGREEMENT

     

    THIS
      RIGHT OF FIRST OPPORTUNITY AGREEMENT (this “Agreement”),
      is
      dated as of January 5, 2006, by and between MACQUARIE OFFICE MANAGEMENT LIMITED,
      as responsible entity of MACQUARIE OFFICE TRUST, An Australian listed property
      trust (“MOT”),
      and
      MAGUIRE PROPERTIES, L.P., a Maryland limited partnership (“Maguire”).
      Capitalized terms used but not otherwise defined herein shall have the meanings
      ascribed to them in the LLC Agreement (as defined below).

     

    W I T N E S S E T H
      :

     

    WHEREAS,
      Maguire MO Manger, LLC, Macquarie Office LLC ("MOF")
      and
      Maguire have entered into that certain Limited Liability Company Agreement,
      dated as of the date hereof (the “LLC
      Agreement”),
      of
      Maguire Macquarie Office LLC (the "Company");

     

    WHEREAS,
      MOT and Maguire have agreed that Maguire will be obligated to offer to MOT
      the
      opportunity to acquire an interest in certain office properties located in
      Southern California, in accordance with the terms of this Agreement;


     

    WHEREAS,
      MOT and Maguire have agreed that MOT will be obligated to offer to Maguire
      the
      opportunity to acquire an interest in certain office properties located in
      Southern California, in accordance with the terms of this
      Agreement;

     

    WHEREAS,
      MOT and Maguire have agreed that Maguire will not enter into certain joint
      venture arrangements with other Australian entities without following the
      procedures set forth in this Agreement; and

     

    WHEREAS,
      MOT and Maguire have agreed that MOT shall have the right to invest in
      development opportunities with respect to certain properties, in accordance
      with
      the terms of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises hereof, and the mutual promises,
      obligations and agreements contained herein, the parties hereto, intending
      to be
      legally bound, do hereby agree as follows:

     

    ARTICLE
      I 

     

    


     

    RIGHT
      OF FIRST OFFER

     

    Section
      1.1 MOT
      Right of First Offer. 

     

    (a) Maguire
      hereby agrees that prior to it or any entity that it owns a majority equity
      interest or otherwise controls (a "Controlled
      Affiliate")
      acquiring any interest in any office property (other than an Excluded Property
      (as defined below)) located in Southern California that satisfies the Investment
      Criteria adopted in accordance with the LLC Agreement and in effect as of the
      date of such proposed acquisition (each such property a “ROFO
      Property”),
      Maguire will first grant MOT the right (the “MOT
      ROFO”)
      to
      acquire an interest in the relevant 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ROFO
      Property (the "MOT
      Offered Interest")
      pursuant to the procedures set forth in Section
      1.1.
      Maguire
      shall use its good faith efforts to regularly keep MOT reasonably and promptly
      informed of properties that Maguire seriously considers as acquisition
      prospects, including proposed ranges of bid prices and, if requested by MOT,
      Investment Materials (as defined below) obtained.

     

    (b) Prior
      to
      Maguire or any of its Controlled Affiliates acquiring any interest in any ROFO
      Property, Maguire shall give a ROFO Notice (as defined below) to MOT. The
“ROFO
      Notice”
shall
      be a written notice of Maguire's interest in acquiring such ROFO Property and
      shall include (i) the purchase price of the ROFO Property proposed to be paid
      by
      Maguire and the price at which MOT may acquire the MOT Offered Interest, (ii)
      the proposed ownership percentages that each of Maguire and MOT would have
      in
      such ROFO Property and the other material terms of the investment, including,
      without limitation, fees and promotes payable to Maguire or its Affiliates
      and
      the proposed level of indebtedness of the ROFO Property on a pro forma basis,
      (iii) a copy of (or access to) all marketing and diligence materials delivered
      or made available to Maguire by the seller or the seller's agent and any
      research, reports, financial pro formas, financial projections and the related
      assumptions that Maguire has prepared in connection with its evaluation of
      such
      ROFO Property (clause (iii), the "Investment
      Materials");
      provided that if requested by the seller, MOT agrees to execute a
      confidentiality agreement on substantially the same terms as the confidentiality
      agreement executed by Maguire in connection with such transaction, and (iv)
      the
      date on which MOT's response is due (the "ROFO
      Response Date"),
      which
      shall be no less than 10 Business Days from the date such notice is received,
      unless a shorter time (which shall not be less than 10 calendar days in the
      case
      of a property offered for sale in a public marketing process) is necessary
      in
      light of the seller's requirements in connection with the sale of the ROFO
      Property. On or prior to the ROFO Response Date, MOT shall reply by written
      notice to Maguire whether or not MOT has an interest in the acquisition of
      the
      ROFO Property. If MOT does not affirmatively indicate that it has an interest
      in
      acquiring the MOT Offered Interest prior to the ROFO Response Date, then Maguire
      shall be free to acquire such ROFO Property in accordance with Section
      1.1(c).

     

    (c) If
      MOT
      does not affirmatively indicate that it has an interest in acquiring the MOT
      Offered Interest prior to the ROFO Response Date, then Maguire (individually
      or
      together with a capital partner) shall be free to acquire such ROFO Property
      without any obligation to offer such ROFO Property to MOT again; provided,
      however,
      that if
      thereafter the purchase price that Maguire proposes to pay for such ROFO
      Property is less than 97% of the purchase price or the terms and conditions
      upon
      which Maguire intends to acquire such ROFO Property are materially more
      favorable to Maguire than what was included in the ROFO Notice, then Maguire
      will send a new ROFO Notice with respect to such ROFO Property and, for purposes
      of the procedures to be followed in Section
      1.1,
      such
      new ROFO Notice shall be treated as the initial ROFO Notice.

     

    (d) If
      MOT
      affirmatively indicates that it has an interest in acquiring the MOT Offered
      Interests, then (i) MOT shall reasonably assist Maguire in obtaining the ROFO
      Property (e.g.
      preparing bid materials, obtaining bank financing, etc.), and (ii) the parties
      shall negotiate in good faith and execute and deliver such agreements and other
      documents as may be reasonably necessary for MOT and Maguire to consummate
      the
      acquisition of such ROFO Property on terms consistent with the terms of the
      ROFO
      Notice, including all documents necessary to reflect 

     


    
      
        
        

      

      
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    the
      agreements between MOT and Maguire with respect to such acquisition and
      ownership of such ROFO Property. If the parties are unable to reach a good
      faith
      agreement with respect to such agreements and other documents at least 10
      calendar days prior to the proposed consummation date of such acquisition,
      Maguire (individually or together with a capital partner) shall be free to
      acquire such ROFO Property without any obligation to offer such ROFO Property
      to
      MOT again. Such documents and agreements shall provide that in the event that
      MOT discovers any matter during a due diligence period provided under the
      purchase and sale agreement that would allow Maguire to terminate such purchase
      and sale agreement with respect to due diligence matters, MOT may terminate
      such
      agreements between MOT and Maguire (and MOT agrees that it will notify Maguire
      as promptly as practical of its discovery of such matter and its decision to
      exercise its diligence condition), and thereafter Maguire (individually or
      together with a capital partner) shall be free to acquire such ROFO Property
      without any obligation to offer such ROFO Property to MOT again; provided,
      however,
      that if
      thereafter the purchase price that Maguire proposes to pay for such ROFO
      Property is less than 97% of the purchase price or the terms and conditions
      upon
      which Maguire intends to acquire such ROFO Property are materially more
      favorable to Maguire than what was included in the ROFO Notice, then Maguire
      will send a new ROFO Notice with respect to such ROFO Property and, for purposes
      of the procedures to be followed in Section
      1.1,
      such
      new ROFO Notice shall be treated as the initial ROFO Notice.

     

    (e) Notwithstanding
      anything else provided herein, if MOT has contributed greater than
      US$200,000,000 of equity in any given calendar year for purposes of the Company
      acquiring one or more ROFO Properties in connection with MOT’s exercise of the
      MOT ROFO, then for the remainder of such calendar year Maguire may purchase
      any
      ROFO Property without following the procedures set forth in Sections
      1.1(a)
      through
1.1(e).

     

    (f) The
      parties agree and acknowledge that Maguire's provision of the Investment
      Materials pursuant to any section of this Agreement shall not constitute a
      representation, warranty or guaranty of any kind regarding the accuracy or
      achievability of the information or the financial metrics contained
      therein.

     

    (g) For
      purposes of this Agreement, "Excluded
      Property"
      shall
      mean the properties commonly known as Water's Edge, in Marina del Rey,
      California; Western Asset Plaza, in Pasadena, California, and 1733 Ocean Ave,
      in
      Santa Monica, California.

     

    Section
      1.2 Maguire
      Right of First Offer.
      

     

    (a) MOT
      hereby agrees that prior to it or its Controlled Affiliates acquiring any
      interest in any ROFO Property, MOT will first grant Maguire the right (the
      “Maguire
      ROFO”)
      to
      acquire an interest in the relevant ROFO Property (the "Maguire
      Offered Interest")
      pursuant to the procedures set forth in Section
      1.2.
      MOT
      shall use its good faith efforts to regularly keep Maguire reasonably and
      promptly informed of properties that MOT seriously considers as acquisition
      prospects, including proposed ranges of bid prices and, if requested by Maguire,
      Investment Materials obtained.

     

    (b) Prior
      to
      MOT or any of its Controlled Affiliates acquiring any interest in any ROFO
      Property, MOT shall give a ROFO Notice to Maguire. The ROFO Notice shall be
      a


     


    
      
        
        

      

      
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    written
      notice of MOT's interest in acquiring such ROFO Property and shall include
      (i)
      the purchase price of the ROFO Property proposed to be paid by MOT and the
      price
      at which Maguire may acquire the Maguire Offered Interest, (ii) the proposed
      ownership percentages that each of MOT and Maguire would have in such ROFO
      Property and the other material terms of the investment, including, without
      limitation, fees and promotes payable to MOT or its Affiliates and the proposed
      level of indebtedness of the ROFO Property on a pro forma basis, (iii) a copy
      of
      (or access to) any Investment Materials delivered to, made available for or
      prepared by MOT, seller or seller's agent; provided that if requested by the
      seller, Maguire agrees to execute a confidentiality agreement on substantially
      the same terms as the confidentiality agreement executed by MOT in connection
      with such transaction, and (iv) the ROFO Response Date, which shall be no less
      than 10 Business Days from the date such notice is received, unless a shorter
      time (which shall not be less than 10 calendar days in the case of a property
      offered for sale in a public marketing process) is necessary in light of the
      seller's requirements in connection with the sale of the ROFO Property. On
      or
      prior to the ROFO Response Date, Maguire shall reply by written notice to MOT
      whether or not Maguire has an interest in the acquisition of the ROFO Property.
      If Maguire does not affirmatively indicate that it has an interest in acquiring
      the Maguire Offered Interest prior to the ROFO Response Date, then MOT shall
      be
      free to acquire such ROFO Property in accordance with Section
      1.2(c).

     

    (c) If
      Maguire does not affirmatively indicate that it has an interest in acquiring
      the
      Maguire Offered Interest prior to the ROFO Response Date, then MOT (individually
      or together with a capital partner) shall be free to acquire such ROFO Property
      without any obligation to offer such ROFO Property to Maguire again;
provided,
      however,
      that if
      thereafter the purchase price that MOT proposes to pay for such ROFO Property
      is
      less than 97% of the purchase price or the terms and conditions upon which
      MOT
      intends to acquire such ROFO Property are materially more favorable to MOT
      than
      what was included in the ROFO Notice, then MOT will send a new ROFO Notice
      with
      respect to such ROFO Property and, for purposes of the procedures to be followed
      in Section
      1.2,
      such
      new ROFO Notice shall be treated as the initial ROFO Notice.

     

    (d) If
      Maguire affirmatively indicates that it has an interest in acquiring the Maguire
      Offered Interests, then (i) Maguire shall reasonably assist MOT in obtaining
      the
      ROFO Property (e.g.
      preparing bid materials, obtaining bank financing, etc.), and (ii) the parties
      shall negotiate in good faith and execute and deliver such agreements and other
      documents as may be reasonably necessary for Maguire and MOT to consummate
      the
      acquisition of such ROFO Property on terms consistent with the terms of the
      ROFO
      Notice, including all documents necessary to reflect the agreements between
      Maguire and MOT with respect to such acquisition and ownership of such ROFO
      Property. If the parties are unable to reach a good faith agreement with respect
      to such agreements and other documents at least 10 calendar days prior to the
      proposed consummation date of such acquisition, MOT (individually or together
      with a capital partner) shall be free to acquire such ROFO Property without
      any
      obligation to offer such ROFO Property to Maguire again. Such documents and
      agreements shall provide that in the event that Maguire discovers any matter
      during a due diligence period provided under the purchase and sale agreement
      that would allow MOT to terminate such purchase and sale agreement with respect
      to due diligence matters, Maguire may terminate such agreements between Maguire
      and MOT (and Maguire agrees that it will notify MOT as promptly as practical
      of
      its discovery of such matter and its decision to exercise its diligence
      condition), and thereafter MOT (individually or together 

     


    
      
        
        

      

      
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    with
      a
      capital partner) shall be free to acquire such ROFO Property without any
      obligation to offer such ROFO Property to Maguire again; provided,
      however,
      that if
      thereafter the purchase price that MOT proposes to pay for such ROFO Property
      is
      less than 97% of the purchase price or the terms and conditions upon which
      MOT
      intends to acquire such ROFO Property are materially more favorable to MOT
      than
      what was included in the ROFO Notice, then MOT will send a new ROFO Notice
      with
      respect to such ROFO Property and, for purposes of the procedures to be followed
      in Section
      1.2,
      such
      new ROFO Notice shall be treated as the initial ROFO Notice.

     

    (e) Notwithstanding
      anything else provided herein, if Maguire has contributed greater than
      US$100,000,000 of equity in any given calendar year for purposes of the Company
      acquiring one or more ROFO Properties in connection with Maguire’s exercise of
      the Maguire ROFO, then for the remainder of such calendar year MOT may purchase
      any ROFO Property without following the procedures set forth in Sections
      1.2(a)
      through
1.2(e).

     

    (f) The
      parties agree and acknowledge that MOT's provision of the Investment Materials
      pursuant to any section of this Agreement shall not constitute a representation,
      warranty or guaranty of any kind regarding the accuracy or achievability of
      the
      information or the financial metrics contained therein.

     

    Section
      1.3 Termination.

     

    (a) Maguire
      shall have the option to terminate the MOT ROFO following (i) a Change of
      Control of MOT; (ii) the second consecutive occurrence of the failure by MOT
      to
      participate in the acquisition of a ROFO Property pursuant to Section
      1.1
      (including through the exercise of its due diligence condition); or (iii) the
      third occurrence in any 24-month period of the failure by MOT to participate
      in
      the acquisition of a ROFO Property pursuant to Section
      1.1
      (including through the exercise of its due diligence condition); provided,
      however,
      that
      the failure by MOT to participate in the acquisition of a ROFO Property shall
      not be counted as an occurrence for the purposes of clauses
      (ii)
      and
(iii)
      of this
Section
      1.3(a)
      unless
      (x) MOT was offered the opportunity to acquire at least a 50% equity interest
      in
      such ROFO Property, (y) Maguire actually acquired an interest in such ROFO
      Properties, and (z) there were at least 10 Business Days between the date the
      ROFO Notice was sent and the ROFO Response Date.

     

    (b) MOT
      shall
      have the option to terminate the Maguire ROFO following (i) a Change of Control
      of Maguire; (ii) the second consecutive occurrence of the failure by Maguire
      to
      participate in the acquisition of a ROFO Property pursuant to Section
      1.2
      (including through the exercise of its due diligence condition); or (iii) the
      third occurrence in any 24-month period of the failure by Maguire to participate
      in the acquisition of a ROFO Property pursuant to Section
      1.2
      (including through the exercise of its due diligence condition);
      provided,
      however,
      that
      the failure by Maguire to participate in the acquisition of a ROFO Property
      shall not be counted as an occurrence for the purposes of clauses
      (ii)
      and
(iii)
      of this
Section
      1.3(b)
      unless
      (x) Maguire was offered the opportunity to acquire at least a 20% equity
      interest in such ROFO Property, (y) MOT actually acquired an interest in such
      ROFO Properties, and (z) there were at least 10 Business Days between the date
      the ROFO Notice was sent and the ROFO Response Date.

     

     


    
      
        
        

      

      
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    ARTICLE
      II 

     

    


     

    JOINT
      VENTURE RESTRICTION

     

    Section
      2.1 MOT
      JV
      Right.

     

    (a) Maguire
      hereby agrees that prior to it or any of its Controlled Affiliates entering
      into
      a joint
      venture, partnership or other co-ownership
      relationship with an entity formed under the laws of Australia (other than
      Affiliates of MOT), or any entity that is a Controlled Affiliate of an entity
      formed under the laws of Australia (other than MOT and its Affiliates), relating
      to office or office development properties located in the United States (a
      “Joint
      Venture”),
      Maguire will first grant the Company the right, at Maguire's option (i) to
      acquire an interest in such properties in accordance with Section
      1.1
      or (ii)
      to offer an interest in such Joint Venture to MOT and its Affiliates (the
“JV
      Right”)
      pursuant to the procedures set forth in the remainder of this Section
      2.1.

     

    (b) Prior
      to
      Maguire entering into a Joint Venture, Maguire shall give MOT written notice
      (the “JV
      Notice”)
      of its
      intent to enter into such Joint Venture. The JV Notice shall include the
      information required to be included in a ROFO Notice (as if the property that
      such Joint Venture will own was a ROFO Property) and the Investment Materials
      related to the properties contemplated to be owned by the proposed Joint Venture
      (the “JV
      Properties”)
      and
      such other information that MOT may reasonably request and which is reasonably
      available to Maguire with respect to the structure of the proposed
      transaction.

     

    (c) Within
      15
      Business Days after receipt of the JV Notice, MOT shall reply by written notice
      to Maguire whether or not MOT has an interest entering into the Joint Venture.
      If MOT does not affirmatively indicate that it has an interest in entering
      into
      the Joint Venture prior to the end of such 15-Business-Day period, then Maguire
      shall be free to enter into the Joint Venture without any obligation to offer
      an
      investment in the Joint Venture to MOT again; provided,
      however,
      that if
      thereafter the price that Maguire proposes the Joint Venture to pay for such
      property or properties is less than 97% of
      the
      purchase price that was included in the sent JV Notice and the terms or
      conditions upon which Maguire intends to structure the Joint Venture are
      materially more favorable to the joint venture party than what was included
      in
      the JV Notice, then Maguire will send a new JV Notice with respect to such
      Joint
      Venture and, for purposes of the procedures to be followed in Section
      2.1,
      such
      new JV Notice shall be treated as the initial JV Notice. 

     

    (d) If
      MOT
      notifies Maguire that it agrees to enter into such Joint Venture, then the
      parties shall negotiate in good faith and execute and deliver such agreements
      and other documents as may be reasonably necessary for MOT and Maguire to
      consummate the entering into of the Joint Venture on terms consistent with
      the
      terms of the JV Notice within 60 calendar days (or such earlier time of not
      less
      than 10 calendar days that may be required in order to consummate the
      transaction contemplated by the Joint Venture) of delivery of the JV Notice.
      If
      the parties are unable to reach a good faith agreement with respect to such
      agreements and other documents at least 10 calendar days prior to the proposed
      consummation date of such Joint Venture investment, Maguire shall be free to
      enter into the Joint Venture without any obligation to offer such Joint Venture
      or the Joint Venture Properties to MOT again; provided,
      however,
      

     


    
      
        
        

      

      
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    that
      if
      thereafter the price that Maguire proposes the Joint Venture to pay for such
      property or properties is less than 97% of
      the
      purchase price that was included in the sent JV Notice or the terms and
      conditions upon which Maguire intends to structure the Joint Venture are
      materially more favorable to the joint venture party than what was included
      in
      the JV Notice, then Maguire will send a new JV Notice with respect to such
      Joint
      Venture and, for purposes of the procedures to be followed in Section
      2.1,
      such
      new JV Notice shall be treated as the initial JV Notice.

     

    Section
      2.2 Termination.
      Maguire
      shall have the option to terminate the JV Right following a Change of Control
      of
      MOT.

     

    ARTICLE
      III 

     

    


     

    DEVELOPMENT
      OPPORTUNITIES

     

    Section
      3.1 Washington
      Mutual Campus and San Diego Tech Center.

     

    (a) Upon
      Stabilization (as defined below) of either of the development properties
      adjacent to the Maguire Projects commonly known as the Washington Mutual Campus
      and San Diego Tech Center (each a “Development
      Property”),
      Maguire will provide MOT with notice of such Stabilization (the “Development
      Notice”)
      and
      offer MOT the opportunity to purchase an interest in the relevant Development
      Property such that MOT would hold a 50% equity interest in such Development
      Property. Additionally, Maguire shall notify MOT at least 15 calendar days
      following its execution of leases sufficient to occupy 90% of the leasable
      space
      of a Development Property. The purchase price to be paid by MOT with respect
      to
      a Development Property purchased under Section
      3.1
      shall be
      the product of (i) 0.925 and (ii) the Fair Market Value of the Development
      Property as determined by a Qualified Appraiser (the "Development Appraisal").
      In the event the Development Appraisal is disputed by either MOT or Maguire,
      the
      Development Appraisal shall be determined pursuant to the Disputed Appraisal
      process as set forth in Section 4.2. Such appraisal by a Qualified Appraiser
      shall be completed within 30 calendar days following the Stabilization of the
      relevant Development Property (unless such time is extended in connection with
      the procedures set forth in Section
      4.2)..
      For
      purposes of this Agreement, the term “Stabilization”
with
      respect to a Development Property means the point at which at least 90% of
      such
      Development Property has been leased, the tenants under such leases have taken
      occupancy and Maguire is collecting rent with respect to such
      leases.

     

    (b) The
      Development Notice shall include the information required to be included in
      a
      ROFO Notice (as if such Development was a ROFO Property).

     

    (c) Within
      15
      Business Days after the determination of the purchase price pursuant to the
      completion of the appraisal, MOT shall reply by written notice to Maguire
      whether or not MOT has an interest in acquiring a 50% equity interest in the
      Development Property. If MOT does not affirmatively indicate that it has an
      interest in acquiring such interest prior to the end of such 15-Business-Day
      period, then Maguire shall be free to hold such Development Property or to
      sell
      such Development Property without any obligation to offer such Development
      Property to MOT again.

     

     


    
      
        
        

      

      
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    (d) If
      MOT
      notifies Maguire that it agrees to acquire a 50% equity interest in such
      Development Property, then the parties shall negotiate in good faith such
      documents as may be reasonably necessary for MOT to consummate the acquisition
      of such interest, including all documents necessary to reflect the agreements
      between MOT and Maguire with respect to such acquisition and ownership of such
      Development Property, within 30 calendar days of delivery of the Development
      Notice.

     

    Section
      3.2 Sale
      of Development Property Prior to Stabilization.
      

     

    (a)
      Prior
      to selling any interest in a Development Property before Stabilization, Maguire
      shall send a written notice to MOT of its intention to sell the Development
      Property (the "Pre-Stabilization Notice"). Such notice shall contain: (i) the
      ownership interest in the Development Property proposed to be sold by Maguire
      (the "DP Offered Interest"), (ii) a copy of an appraisal from a Qualified
      Appraiser setting forth the appraised value of the Development Property and
      the
      interest in such Development Property proposed to be sold, (iii) a calculation
      of the price at which MOT shall be entitled to purchase the DP Offered Interest,
      which shall be equal to the appraised value of the DP Offered Interest, after
      giving effect to a discount of 7.25% of the first 50% of the Development
      Property proposed to be sold (the "MOT DP Purchase Price"), and (iv) a copy
      of
      (or access to) the diligence materials proposed to be made available in the
      sale
      process (provided that Maguire shall, as promptly as practicable, provide MOT
      with additional customary diligence materials reasonably requested by MOT).
      On
      or prior to 15 Business Days following the date of receipt of the
      Pre-Stabilization Notice, MOT shall reply by written notice to Maguire whether
      or not MOT has an interest in the acquisition of the DP Offered Interest. If
      MOT
      does not affirmatively indicate that it has an interest in acquiring the DP
      Offered Interest prior to the end of such 15-Business-Day period, then Maguire
      shall be free to sell the DP Offered Interest to any other party without any
      further obligation to offer the DP Offered Interest to MOT, provided that if
      Maguire proposes to sell the DP Offered Interest for less than the MOT DP
      Purchase Price, it shall first give MOT 5 Business Days prior written notice
      of
      such proposed lower price and the material terms of such proposed sale, and
      MOT
      shall have the right, exerciseable during such 5-Business-Day period, to agree
      to purchase the DP Offered Interest at such price and on such
      terms.

     

    (b)
      If
      MOT affirmatively indicates that it has an interest in acquiring the DP Offered
      Interests, then the parties shall negotiate in good faith and execute and
      deliver such agreements and other documents as may be reasonably necessary
      for
      MOT and Maguire to consummate the acquisition of such DP Offered Interest on
      terms consistent with the terms of the ROFO Notice, including all documents
      necessary to reflect the agreements between MOT and Maguire with respect to
      such
      acquisition and ownership of such DP Offered Interest. The parties agree that
      the terms of any purchase and sale agreement shall not be more burdensome to
      either party then the terms contained in the Contribution Agreement, dated
      as of
      October 26, 2005.

     

     

    Section
      3.3 Restrictions
      on Development Property Leases.
      During
      the initial lease up stage of such Development Property, Maguire shall not
      enter
      into a lease with a tenant of the Project adjacent to such Development Property
      (a "Restricted
      Tenant")
      unless
      (a) as of such date, the Restricted Tenant remains a tenant of the adjacent
      Project without any reduction in its leased square footage (e.g.
      the
      tenant is acquiring additional space or opening up an additional office or
      

     


    
      
        
        

      

      
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    location),
      or (b) MOT shall have consented to Maguire entering into a lease with the
      Restricted Tenant. The parties agree to work in good faith to seek to prevent
      a
      tenant of one of the Projects adjacent to a Development Property from moving
      to
      an unaffiliated property if a reasonable opportunity exists to maintain such
      tenant at a Project or a Development Property.

     

     

    Section
      3.4 Subordination
      Agreement.
      MOT
      agrees that, if requested by an existing or potential lender with respect to
      a
      Development Property, it shall execute a subordination agreement on terms
      acceptable to such lender, subordinating MOT's rights to purchase the
      Development Property (or rights therein) under this Article III to right of
      the
      lender to be paid and to exercise its rights under its lending, collateral
      and
      related agreements.

     

    ARTICLE
      IV 

     

    


     

    MISCELLANEOUS

     

    Section
      4.1 Acquisition
      by the Company.
      MOT and
      Maguire may agree, in their sole and absolute discretion, that, in lieu of
      acquiring ROFO Properties, Joint Ventures or Development Properties in
      accordance with this Agreement, the Company shall acquire such assets, in which
      case the parties shall agree on the changes to the LLC Agreement necessary
      to
      effectuate such acquisition.

     

    Section
      4.2 Disputed
      Appraisals.
      If
      either party disagrees with an appraisal of a Development Property, it shall
      have fifteen (15) days after both parties have received the appraisal to appoint
      its own Qualified Appraiser (which need not meet the requirement set forth
      in
      clause (b) of the definition of “Qualified
      Appraiser”),
      and
      that appraiser shall have thirty (30) days after the date of its appointment
      to
      render its own appraisal of the Development Property. If the appraised value
      in
      the second appraisal differs from the appraised value in the first appraisal
      by
      three percent (3%) or less, the average of the two appraised values shall be
      the
      final appraised value. If the appraised value in the second appraisal differs
      from the appraised value in the first appraisal by more than three percent
      (3%),
      the second Qualified Appraiser and the first Qualified Appraiser shall select
      a
      mutually acceptable third Qualified Appraiser. If the two appraisers are not
      able to agree on the appointment of a third Qualified Appraiser, the third
      Qualified Appraiser shall be selected by the American Arbitration Association,
      or any successor organization thereto. The third Qualified Appraiser shall
      have
      thirty (30) days from the date of its appointment to render its own third
      appraisal of the Development Property which shall be binding on the parties.
      If
      the appraised value in the third appraisal differs from the first appraised
      value by five percent (5%) or less, the party that disagreed with the first
      appraisal and requested the additional appraisals shall pay the costs of the
      two
      additional appraisers. If the appraised value in the third appraisal differs
      from the first appraised value by more than five percent (5%), the parties
      shall
      equally the costs of all of the appraisers.

     

    Section
      4.3 Termination.
      Notwithstanding anything else provided herein, this Agreement shall terminate
      upon the earlier to occur of the following: (a) the liquidation of the Company;
      (b) the sale or acquisition of a Member’s entire Membership Interest by the
      other Member; or (c) the sale of all of the Company’s Projects.

     

     


    
      
        
        

      

      
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    Section
      4.4 Amendments.
      The
      Manager, MOT and Maguire agree that this Agreement may be amended, altered
      or
      modified by a writing signed by all the parties hereto.

     

    Section
      4.5 Binding
      Provisions.
      The
      covenants and agreements contained herein shall be binding upon, and inure
      to
      the benefit of, the successors and permitted assigns of the respective parties
      hereto. No other person shall have any rights or remedies
      hereunder.

     

    Section
      4.6 Severability.
      Each
      provision of this Agreement shall be considered separable and if for any reason
      any provision or provisions hereof are determined to be illegal or invalid
      and
      contrary to any existing or future law, such illegality or invalidity shall
      not
      impair the operation of, or affect, those portions of this Agreement which
      are
      legal and valid.

     

    Section
      4.7 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be an
      original and all of which together shall constitute one agreement binding on
      all
      parties hereto, notwithstanding that all the parties may not have signed the
      same counterpart.

     

    Section
      4.8 Applicable
      Law.
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of Delaware applicable to agreements to be performed solely within the
      State of Delaware.

     

    Section
      4.9 Complete
      Agreement.
      This
      Agreement, together with the exhibits which are incorporated as if expressly
      set
      forth herein, constitutes the entire agreement between the parties and
      supersedes all agreements, representations, warranties, statements, promises
      and
      understandings, whether oral or written, with respect to the subject matter
      hereof, and neither party hereto shall be bound by nor charged with any oral
      or
      written agreements, representations, warranties, statements, promises or
      understandings not specifically set forth in this Agreement or the exhibits
      hereto.

     

    Section
      4.10 Confidentiality
      and Nondisclosure.
      All
      confidential information which shall have been furnished or disclosed by any
      party to any other party pursuant to this Agreement or the negotiations leading
      to this Agreement that has been furnished prior to the execution of this
      Agreement or is hereafter furnished, and is identified in writing as
      confidential shall be held in confidence and shall not be disclosed to any
      person other than their respective affiliates, employees, directors, legal
      counsel, accountants or financial advisers with a need to have access to such
      information, except as reasonably necessary to comply with any disclosure
      obligations under any foreign, federal or state securities laws or the rules
      of
      any securities exchange on which the shares of a Member or one of its Affiliates
      are listed or as otherwise required by law. The obligations of this Section
      4.9
      do not
      apply to information that (a) is or becomes part of the public domain,
      (b) is disclosed by the disclosing party to third parties without
      restrictions on disclosure or (c) is received by the receiving party from a
      third party without breach of a nondisclosure obligation by such third
      party.

     

    Section
      4.11 Notices.
      Any
      Notification to any party with respect to any matter relating to this Agreement
      shall be sent in the manner set forth in the LLC Agreement.

     

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been executed by each of the parties hereto
      as of the date of this Agreement set forth above.

     

    MAGUIRE
      PROPERTIES, L.P.,

     

    a
      Maryland limited partnership

     

    By:
      Maguire Properties, Inc.

    Its:
      General Partner

    


     

      By:    /s/ Mark
        Lammas                                                 


       

      Name:   
        Mark
        Lammas                                        
        

       

      Its           Senior
        Vice
        President                                      

    

     

    


     

    


     

    [MACQUARIE
      OFFICE TRUST SIGNATURE PAGE FOLLOWS]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


     

    MACQUARIE
      OFFICE TRUST, an Australian listed property trust

     

    By:
      MACQUARIE OFFICE MANAGEMENT LIMITED, 

     

    an
      Australian corporation, in its capacity as the sole responsible entity of
      Macquarie Office Trust

     

     

      By:    /s/ Rena
        X. Pulido            
                                   


       

      Name:   
        Rena X.
        Pulido                                                 

       

      Its           Vice
        President