EX10.29AmendPromissoryNotes




Exhibit 10.29


AMENDMENT TO SUBORDINATED PROMISSORY NOTES


THIS AMENDMENT TO SUBORDINATED PROMISSORY NOTES (this “Amendment”) is made and entered into as of March 10, 2015, by and among the undersigned holders (the “Holders”) of certain subordinated promissory notes issued by Pacific Office Properties, L.P., a Delaware limited partnership (the “Maker”), and the Maker.
WITNESSETH:


WHEREAS, each of the Holders is the holder of the subordinated promissory note or notes issued by the Maker described on Exhibit A hereto (each, a “Note” and collectively, the “Notes”);
WHEREAS, certain of the Notes were previously amended by that certain Amendment to Subordinated Promissory Notes, dated as of February 6, 2014, by and among the Holders and the Maker;
WHEREAS, each of the Holders and the Maker desire to amend or further amend certain provisions of the Notes, as hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT:


1.    Maturity.  The first sentence of paragraph 3(a) or 3(i), as applicable, of each Note is hereby deleted in its entirety and replaced with the following:
“Subject to the further provisions of this Section 3, the “Maturity Date” shall be the earlier to occur of (x) June 30, 2016, and (y) the date as of which the Maker has fully satisfied, or is released from, any and all liability (actual, contingent or otherwise) under that certain Indemnification Agreement dated as of September 2, 2009 between the Maker and Shidler Equities L.P., a Hawaii limited partnership (as the same has been or may be amended, restated, supplemented, modified or extended from time to time).”
2.    Full Force and Effect.  Except as expressly modified and amended hereby, each Note shall continue in full force and effect and, as thus modified and amended, is hereby ratified, confirmed and approved.
3.    Amendment Not Novation.  The changes and modifications made to each Note by this Amendment constitute amendments to such Note and are not a novation of such Note. 
4.    Counterparts.  This Amendment may be executed in counterparts which, taken together, shall constitute a single instrument.
[Signature page follows]









IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.




PACIFIC OFFICE PROPERTIES, L.P.


By:    PACIFIC OFFICE PROPERTIES TRUST, INC., its sole general partner






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Chief Executive Officer




PAN AM PARTNERS, LLC, 
a Delaware limited liability company


By:    JCR Manager, LLC,
a Delaware limited liability company, its Manager






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Vice President




STIRR-DAVIES, LLC, 
a Delaware limited liability company


By:    JCR Manager, LLC,
a Delaware limited liability company, its Manager






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Vice President













WATERFRONT PARTNERS OP, LLC, 
a Hawaii limited liability company


By:    JCR Manager, LLC,
a Delaware limited liability company, its Manager






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Vice President




250 QUEEN STREET INVESTMENT COMPANY, 
a Hawaii limited partnership


By:    810 Richards Investment Corp.,
a Hawaii corporation, its General Partner






By:    /s/ Jay H. Shidler            
Name:    Jay H. Shidler
Title:      Vice President




STIRR-PBN, LLC, 
a Hawaii limited liability company


By:    JCR Manager, LLC,
a Delaware limited liability company, its Manager






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Vice President











SHIDLER EQUITIES L.P., 
a Hawaii limited partnership


By:    Shidler Equities Corp., a Hawaii corporation






By:    /s/ Jay H. Shidler            
Name:  Jay H. Shidler
Title:  President




REYNOLDS PARTNERS, 
a Hawaii limited partnership


By:    JC Reynolds, LLC, a Hawaii limited liability company, its general partner






By:    /s/ James C. Reynolds        
Name:    James C. Reynolds
Title:      ______________




JRI EQUITIES, LLC, 
a California limited liability company






By:    /s/ James R. Ingebritsen            
Name:  James R. Ingebritsen
Title:  Managing Member




MJR EQUITIES, LLC, 
a California limited liability company






By:    /s/ Matthew J. Root            
Name:  Matthew J. Root
Title:  Managing Member

















/s/ Lawrence J. Taff            
Lawrence J. Taff




CITY SQUARE EXECUTIVE PARTNERS, LLC, 
a Delaware limited liability company


By:    JCR Manager, LLC,
a Delaware limited liability company, its Manager






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Vice President




STIRR BLACK CANYON, LLC, 
a Delaware limited liability company


By:    JCR Manager, LLC,
a Delaware limited liability company, its Manager






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Vice President




STIRR 2155 KALAKAUA, LLC, 
a Hawaii limited liability company


By:    SGIP Manager, LLC,
a Delaware limited liability company, its Manager






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Vice President











STIRR USB TOWER, LLC, 
a Delaware limited liability company


By:    JCR Manager, LLC,
a Delaware limited liability company, its Manager






By:    /s/ Lawrence J. Taff            
Name:    Lawrence J. Taff
Title:      Vice President

















Exhibit A




	
			
	Holder
	Date of Note
	Principal Amount of Note

	Pan Am Partners, LLC, 
a Delaware limited liability company
	March 19, 2008
	$727,280.00

	STIRR-Davies, LLC, 
a Delaware limited liability company
	March 19, 2008
	$613,470.00

	Waterfront Partners OP, LLC, 
a Hawaii limited liability company
	March 19, 2008
	$293,790.00

	250 Queen Street Investment Company,  
a Hawaii limited partnership
	March 19, 2008
	$801,660.00

	STIRR-PBN, LLC, 
a Hawaii limited liability company
	March 19, 2008
	$193,800.00

	Shidler Equities, L.P., 
a Hawaii limited partnership (1)
	March 19, 2008
	$3,348,000.00

	Reynolds Partners, L.P., 
a Hawaii limited partnership (1)
	March 19, 2008
	$3,348,000.00

	JRI Equities, LLC, 
a California limited liability company (1)
	March 19, 2008
	$1,674,000.00

	MJR Equities, LLC, 
a California limited liability company (1)
	March 19, 2008
	$1,674,000.00

	Lawrence J. Taff (1)
	March 19, 2008
	$1,116,000.00

	City Square Executive Partners, LLC,  
a Delaware limited liability company (1)
	March 19, 2008
	$840,000.00

	Shidler Equities, L.P., 
a Hawaii limited partnership (2)
	March 19, 2008
	$519,133.63

	Reynolds Partners, L.P., 
a Hawaii limited partnership (2)
	March 19, 2008
	$519,133.63

	JRI Equities, LLC, 
a California limited liability company (2)
	March 19, 2008
	$259,566.81

	MJR Equities, LLC, 
a California limited liability company (2)
	March 19, 2008
	$259,566.81

	Lawrence J. Taff (2)
	March 19, 2008
	$173,044.54

	City Square Executive Partners, LLC, 
a Delaware limited liability company (2)
	March 19, 2008
	$130,248.58













	
			
	Holder
	Date of Note
	Principal Amount of Note

	STIRR Black Canyon, LLC, 
a Delaware limited liability company
	April 30, 2008
	$1,030,000.00

	STIRR 2155 Kalakaua, LLC, 
a Hawaii limited liability company
	May 23, 2008
	$791,341.00

	STIRR USB Tower, LLC, 
a Delaware limited liability company
	May 23, 2008
	$1,220,000.00

	Shidler Equities, L.P., 
a Hawaii limited partnership
	September 25, 2009
	$627,230.52

	Reynolds Partners, L.P., 
a Hawaii limited partnership
	September 25, 2009
	$502,191.15

	JRI Equities, LLC, 
a California limited liability company
	September 25, 2009
	$153,632.29

	MJR Equities, LLC, 
a California limited liability company
	September 25, 2009
	$153,632.29

	Lawrence J. Taff
	September 25, 2009
	$135,287.02

	Shidler Equities L.P., 
a Hawaii limited partnership
	February 6, 2014
	$2,015,267.00

	Reynolds Partners, 
a Hawaii limited partnership
	February 6, 2014
	$2,703,333.00

	JRI Equities, LLC, 
a California limited liability company
	February 6, 2014
	$1,255,425.00

	MJR Equities, LLC, 
a California limited liability company
	February 6, 2014
	$1,255,427.00

	Lawrence J. Taff
	February 6, 2014
	$1,099,282.00




___________
(1) As assignee of Note originally issued to POP Venture, LLC on March 19, 2008 in the principal amount of $12,000,000.00, and distributed and assigned on that date to N. Central, LLC.
(2) As assignee of Note originally issued to N. Central, LLC on March 19, 2008 in the principal amount of $1,860,694.00.