EX-10.22



 Exhibit 10.22 
 FIRST AMENDMENT TO PURCHASE AGREEMENT 
 THIS
FIRST AMENDMENT TO PURCHASE AGREEMENT (“First Amendment”), dated November 10, 2011, and is made by and between 200 OCEANGATE, LLC, a Delaware limited liability company (“Seller”), and MOLINA CENTER LLC, a
Delaware limited liability company (“Buyer”). 
 Recitals 

 

	A.	 Seller and Buyer entered into that certain Purchase Agreement dated October 11, 2011 (the “Purchase Agreement”), whereby, upon
the terms and conditions set forth therein, Seller agreed to sell and Buyer agreed to buy the Property and those associated rights and interest described in the Purchase Agreement. 



 

	B.	 On October 24, 2011, the California Regional Water Quality Control Board (Los Angeles Region) (“Water Board”) issued a General
NPDES Permit in connection with the operation of the Discharge System at the Property, a copy of which is attached hereto as Exhibit A (the “Permit”). 



 

	C.	 Seller and Buyer now desire to amend the Purchase Agreement as set forth below. 



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, the parties hereto agree that the Purchase Agreement is hereby amended as follows: 
 1. Additional Buyer Closing Conditions. In addition to the conditions to Closing for the benefit of Buyer set forth elsewhere in the Purchase Agreement, Buyer’s
obligation to purchase the Property is conditioned upon the satisfaction of each of the following conditions, each of which is for the exclusive benefit of Buyer. Buyer may, at any time or times before the Closing, waive one or more of the following
conditions, but only in writing and any such waiver will not affect its rights and remedies with respect to any remaining conditions: 
 (i) The Permit shall be in full force and effect, shall be in the form attached hereto as Exhibit A (without modification or amendment), and Seller shall be in full compliance with the terms of the
Permit. 
 (ii) Seller shall have submitted to the California Regional Water Quality Control Board—Los
Angeles Region an NPDES Permit Transfer Form (Form No. R4-WRS #1) with respect to the Permit in the form attached as Exhibit B. If the California Regional Water Quality Control Board—Los Angeles Region (or its staff) requests any
additional submissions with respect to such Permit Transfer Form prior to Closing, Seller shall provide such additional submissions. 
 (iii) All effluent sampling required to be performed prior to the date of Closing, pursuant to the Water Board’s monitoring and reporting program prescribed by the Permit, shall have been collected
and analyzed, and all such data shall have been delivered to Buyer for Buyer’s review not less than three (3) business days prior to the Closing. 

  
 First
Amendment to Purchase Agreement 
 200 & 300 Oceangate, Long Beach, California 








 (iv) Discharge System effluent sampling data and analysis disclosed to Buyer
after Buyer’s delivery of the Approval Notice shall: (A) confirm that the effluent discharge is in full compliance with the terms and conditions of the Permit; and (B) be acceptable to Buyer in Buyer’s commercially reasonable
discretion. 
 (v) Neither the Water Board nor any other governmental or quasi-governmental agency or
instrumentality shall have given any indication (either oral or written) to Seller or its consultants that: (A) the imposition of treatment and/or improvement requirements is being considered in connection with or in any way related to the
operation of the Discharge System; and/or (B) any amendment, modification or revision to the Permit is being considered. If Seller or its consultants receive any indication (either oral or written) of the matters contemplated in (A) and/or
(B) above, such information shall be immediately disclosed to Buyer in writing. 
 (vi) No claim,
administrative action, enforcement action, order, or demand shall have been filed, threatened or initiated in any way related to the operation of the Discharge System, and there shall have been no challenge or threatened challenge to the Permit
terms and/or conditions. 
 (vii) The installation of the flow meter and related improvements (collectively,
“Flow Meter”) necessary to comply with the Permit’s continuous total waste flow monitoring requirement shall have been completed in accordance with applicable laws at Seller’s expense, the Flow Meter shall be fully
operational and in good working order and condition, and the Flow Meter shall be acceptable to Buyer in Buyer’s commercially reasonable discretion. Buyer hereby acknowledges that installation of an Endress+Hauser Prosonic Flow Clamp On 91W
Ultrasonic Flow Measuring System is acceptable. If this condition is not satisfied on or before the Closing Date, the Closing Date shall be extended until the date three (3) business days after the date this condition is satisfied or waived,
provided that the Closing Date shall not be extended beyond the Outside Closing Date. If this condition has not been satisfied and Buyer elects to waive this condition, Buyer shall receive a credit at Closing in an amount equal to the cost that
Seller would have otherwise incurred in connection with the installation or completion of the installation of the Flow Meter and the fact that the Flow Meter has not been installed shall not constitute a failure of the condition set forth in
Section 1(i) above. If Buyer desires to so waive such condition, it shall do so not less than three (3) business days prior to the then scheduled Closing Date. 

(viii) The United States of America, Department of Veterans Affairs (the “VA”) shall not have given any
indication (either oral or written) to Seller or its employees that the VA is not prepared to approve the assignment to Buyer of the VA’s lease affecting the Property. Any demand of concessions by the VA shall be deemed to be an indication that
the VA is not prepared to approve the assignment to Buyer of the VA’s lease. If Seller or its employees receive any indication (either oral or written) that the VA is not prepared to approve the assignment to Buyer of the VA’s lease, such
information shall be immediately disclosed to Buyer in writing. 

  
 First
Amendment to Purchase Agreement 
 200 & 300 Oceangate, Long Beach, California 

Page 2 of 4 








 2. Closing Leasing Credit. No Closing Leasing Credit shall be
due Buyer at Closing. 
 3. Purchase Price Reduction. Section 2 of the Purchase Agreement is
amended and restated in its entirety as follows: 
 2. Purchase Price. The purchase price for the
Property is Eighty-One Million Dollars ($81,000,000.00) (“Purchase Price”) and shall be paid in cash by Buyer at the Closing (as defined in Section 10.1 below). 

4. Notice Address for Seller. The notice address for Seller in section 17.1 of the Purchase Agreement is
hereby deleted in its entirety, and replaced with the following: 
  

					
		  	 Seller:
	  	 200 Oceangate, LLC
 c/o The Swig Company, LLC
 220 Montgomery Street, 20th Floor

San Francisco, CA 94104
 Attn: Kennard P.
Perry
 Telephone: (415) 291-1140

Facsimile: (415) 291-1101
 Email:
kperry@swigco.com

			
		  	 with copy to:
	  	 Farella Braun + Martel LLP
 235 Montgomery Street
 San Francisco, CA 94104

Attn: Anthony D. Ratner
 Telephone: (415)
954-4448
 Facsimile: (415) 954-4480

Email: tratner@fbm.com



	

  
 5. Post-Closing Document Delivery. Following the Closing, Seller shall, at Buyer’s request, coordinate and cooperate with Buyer in connect with the delivery and transfer to Buyer of all
Documents (including, without limitation, electronic data, files and documents). This provision is in addition to, and not intended to limit, the delivery obligations of Seller in section 10.3 of the Purchase Agreement. The obligations set forth in
this provision sale survive the Closing. 
 6. Miscellaneous. This First Amendment may be executed
in counterparts, including facsimile counterparts or scanned and emailed counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Capitalized terms used in this First
Amendment shall have the meanings set forth in the Purchase Agreement, except as otherwise defined herein. Except as specifically set forth herein, the Purchase Agreement shall be unmodified, and shall remain in full force and effect. 

[SIGNATURES ON FOLLOWING PAGE] 

  
 First
Amendment to Purchase Agreement 
 200 & 300 Oceangate, Long Beach, California 

Page 3 of 4 








 IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first listed above. 
  

							
	 SELLER: 
	 	 200 OCEANGATE, LLC,

		 	 a Delaware limited liability company

			
		 	 By:
	 	 200 Oceangate, Inc.,

		 		 	 a Delaware corporation

		 		 	 its Manager

				
		 		 	 By:
	 	 /s/ Jeanne R. Myerson

		 		 		 	 Jeanne R. Myerson

		 		 		 	 President

		
	 BUYER:
	 	 MOLINA CENTER LLC,

		 	 a Delaware limited liability company

			
		 	 By:
	 	 Molina Healthcare, Inc., a Delaware corporation

				
		 		 	 By:
	 	 /s/ John C. Molina

		 		 	 Name: John C. Molina

		 		 	 Title: Chief Financial Officer



  
 First
Amendment to Purchase Agreement 
 200 & 300 Oceangate, Long Beach, California 

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