EXHIBIT 10.2




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TABLE OF CONTENTS
 1.      DEFINITIONS
    
    
    12.       ORGANIZATIONAL MATTERS
    
    
    212.1
    
    Organization
    
    
    212.2
    
    Name
    
    
    212.3
    
    Registered Office and Agent; Principal Office
    
    
    212.4
    
    Power of Attorney
    
    
    222.5
    
    Term
    
    
    233.       PURPOSE
    
    
    233.1
    
    Purpose and Business
    
    
    233.2
    
    Powers
    
    
    243.3
    
    Partnership Only for Partnership Purposes
    
    
    243.4
    
    Representations and Warranties by the Parties
    
    
    244.     CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS
    
    
    274.1
    
    Capital Accounts
    
    
    274.2
    
    General Partner Interests
    
    
    274.3
    
    Class A Convertible Preferred Units
    
    
    274.4
    
    Issuances of Additional Partnership Interests
    
    
    304.5
    
    Additional Funds and Capital Contributions
    
    
    314.6
    
    Stock Incentive Plans
    
    
    334.7
    
    No Interest; No Return
    
    
    354.8
    
    Other Contribution Provisions
    
    
    354.9
    
    Not Publicly Traded
    
    
    355.      DISTRIBUTIONS
    
    
    355.1
    
    Requirement and Characterization of Distributions
    
    
    355.2
    
    Distributions in Kind
    
    
    365.3
    
    Amounts Withheld
    
    
    365.4
    
    Distributions Upon Liquidation
    
    
    365.5
    
    Distributions to Reflect Issuance of Additional Partnership Units
    
    
    365.6
    
    Restricted Distributions
    
    
    366.       ALLOCATIONS
    
    
    366.1
    
    Timing and Amount of Allocations of Income and Loss
    
    
    376.2
    
    General Allocations
    
    
    376.3
    
    Additional Allocation Provisions
    
    
    376.4
    
    Tax Allocations
    
    
    407.     MANAGEMENT AND OPERATIONS OF BUSINESS.
    
    
    407.1
    
    Management
    
    
    407.2
    
    Certificate of Limited Partnership
    
    
    447.3
    
    Reimbursement of the General Partner
    
    
    45
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7.4
    
    Outside Activities of the General Partner
    
    
    457.5
    
    Contracts with Affiliates
    
    
    467.6
    
    Indemnification
    
    
    477.7
    
    Liability of the General Partner
    
    
    497.8
    
    Other Matters Concerning the General Partner
    
    
    507.9
    
    Title to Partnership Assets
    
    
    517.10
    
    Reliance by Third Parties
    
    
    518.      RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
    
    
    518.1
    
    Limitation of Liability
    
    
    518.2
    
    Management of Business
    
    
    518.3
    
    Outside Activities of Limited Partners
    
    
    528.4
    
    No Return of Capital
    
    
    528.5
    
    Redemption Rights of Qualifying Parties
    
    
    528.6
    
    Mergers
    
    
    579.     BOOKS, RECORDS, ACCOUNTING AND REPORTS
    
    
    589.1
    
    Records and Accounting
    
    
    589.2
    
    Fiscal Year
    
    
    589.3
    
    Reports
    
    
    5810.   TAX MATTERS
    
    
    5910.1
    
    Preparation of Tax Returns
    
    
    5910.2
    
    Tax Elections
    
    
    5910.3
    
    Tax Matters Partner
    
    
    5910.4
    
    Withholding
    
    
    6010.5
    
    Organizational Expenses
    
    
    6111.   TRANSFERS AND WITHDRAWALS
    
    
    6111.1
    
    Transfer
    
    
    6111.2
    
    Transfer of General Partners Partnership Interest
    
    
    6111.3
    
    Transfer of Limited Partners Partnership Interests
    
    
    6211.4
    
    Substituted Limited Partners
    
    
    6411.5
    
    Assignees
    
    
    6411.6
    
    General Provisions
    
    
    6512.   ADMISSION OF PARTNERS
    
    
    6612.1
    
    Admission of Successor General Partner
    
    
    6612.2
    
    Admission of Additional Limited Partners
    
    
    6612.3
    
    Amendment of Agreement and Certificate of Limited Partnership
    
    
    6713.   DISSOLUTION, LIQUIDATION AND TERMINATION
    
    
    6713.1
    
    Dissolution
    
    
    6713.2
    
    Winding Up
    
    
    6813.3
    
    Deemed Distribution and Recontribution
    
    
    7013.4
    
    Rights of Limited Partners
    
    
    7113.5
    
    Notice of Dissolution
    
    
    71
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13.6
    
    Cancellation of Certificate of Limited Partnership
    
    
    7113.7
    
    Reasonable Time for Winding-Up
    
    
    7114.     PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS
    
    
    7114.1
    
    Procedures for Actions and Consents of Partners
    
    
    7114.2
    
    Amendments
    
    
    7114.3
    
    Meetings of the Partners
    
    
    7315.     GENERAL PROVISIONS
    
    
    7415.1
    
    Addresses and Notice
    
    
    7415.2
    
    Entire Agreement
    
    
    7415.3
    
    Governing Law Jurisdiction
    
    
    7415.4
    
    Headings
    
    
    7415.5
    
    Pronouns and Plurals
    
    
    7515.6
    
    Further Action
    
    
    7515.7
    
    Binding Effect
    
    
    7515.8
    
    Counterparts
    
    
    7515.9
    
    Fax Signatures
    
    
    7515.10
    
    Partial Invalidity
    
    
    7515.11
    
    Waiver
    
    
    7515.12
    
    Limitation to Preserve REIT Status
    
    
    7615.13
    
    No Partition
    
    
    7615.14
    
    No Third-Party Rights Created Hereby
    
    
    7715.15
    
    No Rights as Stockholders
    
    
    7715.16
    
    Construction
    
    
    77
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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
 OF
PACIFIC OFFICE PROPERTIES, L.P.
 Effective Time General Partner
 RECITALS
 Del C et seq Original LP Agreement
     AGREEMENTS




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1. DEFINITIONS .
 Section 1
 Act Del C et seq
 Actions Section 7.6.1
 Additional
Funds Section 4.5.1.
 Additional Limited Partner Section 4.4 Section 12.2
 Adjusted Capital Account
    Adjusted Capital Account Deficit
 Adjustment Date
 Advisor
 Advisory Agreement
 Affiliate
 2




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Agreement
 Applicable Percentage Section 8.5.4
 Articles of Incorporation
 Assignee Section 11.5
 Business Day
 Capital Account Section 4
 Capital Account Deficit Section 13.2.3
 Capital Contribution Section 4
 Certificate
 Class A Conversion Price
 Class A Convertible Preferred Unit Section 4.3
 Class A Convertible Preferred Unit Conversion Factor provided however
  3




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Distributed Right provided however
  4




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5




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provided however
 Class A Convertible Preferred Unit Liquidation Preference Amount
 Class A Preferred Distribution Section 4.3.2
 Class A Transition Unlock Date Section 4.3.4
 Class A Unlock Date
 Closing Price
 Code
 Common Shares
 6




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Common Shares Amount provided however Rights
 Common Unit Sections 4.1 4.3 provided however
 Common Unit Redemption Factor provided however
   7




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Distributed Right provided however
   8




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provided however
 Consent Section 14
 Consent of the Limited Partners
 Contributed Interest
 Contributed Property
 Conversion Time Section 4.3.7
 Cut-Off Date
 Debt
 9




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Depreciation provided howeve r
 Distributed Right Section 1
 Domestic Partner
 Effective Time
 ERISA
 Exchange Act
 Family Members
 Fiscal Year
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Funding Debt
 General Partner
 General Partner Interest
 General Partner Loan Section 4.5.4
 Gross Asset Value
  de minimis de minimis de minimis
  Section 6.3.2(vii) provided however
 11




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Holder
 Incapacity or Incapacitated
 Income or Loss
 12




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Section 6.3
 Section 6.3
 Indemnitee
 Independent Director
 IRS
 Junior Share
 Junior Unit Section 4.2 Section 4.4 Section 4.6
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Limited Partner
 Limited Partner Interest
 Liquidating Event Section 13.1
 Liquidator Section 13.2.1
 Lock-Out Date
 LP Direction Votes Section 7.1. 1(f) .
 Majority of the Limited Partners
 Market Price
 Master Agreement
 Net Equity Value
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Nonrecourse Deductions
 Nonrecourse Liability
 Notice of Conversion Section 4.3.7
 Notice of Redemption Exhibit B
 Optional Liquidation Preference Event Section 4.3.3.
 Other Securities
 Ownership Limit
 Pari Passu Units Section 4.3.1
 Partially Adjusted Capital Account Section 6.2.1,
 Partner
 Partner Nonrecourse Debt Minimum Gain
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Partner Nonrecourse Debt
 Partner Nonrecourse Deductions
 Partnership
 Partnership Employees
 Partnership Interest Exhibit A
 Partnership Minimum Gain
 Partnership Record Date Section 5.1
 Partnership Unit Section 4.2 Section 4.4 Section 4.6
 Partnership Unit Designation Section 4.4.1
 Percentage Interest
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Person
 Preferred Share
 Preferred Unit Section 4.2 Section 4.4 Section 4.6
 Property Properties
 Proportionate Voting Preferred Stock
 Qualified Public Offering
 Qualified REIT Subsidiary
 Qualified Transferee
 Qualifying Party
 Redemption Section 8.5.
 Redemption Cash Amount Section 8.5.1 Section 8.5.2
 Redemption
Common Unit Amount Section 8.5.1
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Redemption Preferred Unit Amount Section 8.5.1.
 Reference Dividend provided however
 Regulations
 Regulatory Allocations Section 6.3.1(viii).
 REIT
 REIT Consideration
 REIT Expenses Section 7.4 provided however Section 7.3.2
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REIT Partner
 REIT Payment Section 15.12.
 REIT Requirements
 Related Party
 Restricted Common Units Section 4.6.2
 Rights
 SARs
 SEC
 Securities Act
 Senior Units Section 4.3.1
 Services Agreement
 Specified Redemption Date provided however Section 8.5.4
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Stock Incentive Plan
 Subsidiary
 Substituted Limited Partner Section 11.4
 Target Capital Account
 Taxable REIT Subsidiary
 Tax Items Section 6.4.1
 Tenant List Section 3.4.1
 Tendered Units Section 8.5
 Tendering Party Section 8.5.
 Terminating Capital Transaction de
minimis de minimis
 Transfer , provided however Section 11 Section 11 Section 8.5
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Transfer Agent
 Unitholder
 Value Section 4.6. 1(d) Section 4.6 Section 8.5 date of
determination
 Voting Direction Provision Section 7.1. 1(f) .
 2. ORGANIZATIONAL MATTERS .
 2.1 Organization
  2.2 Name .
 2.3 Registered Office and Agent; Principal Office .
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2.4 Power of Attorney
 2.4.1
 (a)
    
    execute, swear to, acknowledge, deliver, file and record in the
appropriate public offices (a) all certificates, documents and other
instruments (including this Agreement and the Certificate and all amendments,
supplements or restatements thereof) that the General Partner or the Liquidator
deems appropriate or necessary to form, qualify or continue the existence or
qualification of the Partnership as a limited partnership (or a partnership in
which the Limited Partners have limited liability) in the State of Delaware and
in all other jurisdictions in which the Partnership may or plans to conduct
business or own property; (b) all instruments that the General Partner deems
appropriate or necessary to reflect any amendment, change, modification or
restatement of this Agreement in accordance with its terms; (c) all conveyances
and other instruments or documents that the General Partner or the Liquidator
deems appropriate or
necessary to reflect the dissolution and liquidation of the Partnership
pursuant to the terms of this Agreement, including a certificate of
cancellation; (d) all instruments relating to the admission, withdrawal,
removal or substitution of any Partner pursuant to, or other events
described in, Section 11, Section 
12 or Section 13
hereof or the Capital Contribution of any Partner; and (e) all certificates,
documents and other instruments relating to the determination of the rights,
preferences and privileges relating to Partnership Interests; and(b)
    
    execute, swear to, acknowledge and file all ballots, consents,
approvals, waivers, certificates and other instruments appropriate or
necessary, in the sole and absolute discretion of the General Partner or any
Liquidator, to make, evidence, give, confirm or ratify any vote, consent,
approval, agreement or other action which is made or given by the Partners
hereunder or is consistent with the terms of this Agreement or appropriate or
necessary, in the sole and absolute discretion of the General Partner or any
Liquidator, to effectuate the terms or intent of this Agreement.
 Section 14
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2.4.2
 2.5 Term . Section 13
 3. PURPOSE .
 3.1 Purpose and Business provided however Section 3.1
  23




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Exhibit C Exhibit
C
 3.2 Powers . provided however
 3.3 Partnership Only for Partnership Purposes . Section 3.1
 3.4 Representations and Warranties by the Parties
 3.4.1 Section 3.4.1
 24




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Tenant List
 3.4.2 Section 3.4.2
 25




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3.4.3
 3.4.4 Sections 3.4.1 3.4.2 3.4.3
 3.4.5
 26




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4. CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS .
 4.1 Capital Accounts Section 6
  Section 6
 Section 6
  4.2 General Partner Interests .
 4.3 Class A Convertible Preferred Units
 4.3.1 Rank Pari Passu Units Senior
Units
 4.3.2 Cumulative Distributions
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Class A Preferred Distributions Section 4.3.2
 4.3.3 Liquidation Preference Optional Liquidation Preference Event
 28




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4.3.4 Optional Conversion
 4.3.5 Mandatory Conversion
 4.3.6 No Fractional Units
 4.3.7 Notice of Conversion (Optional) Notice of Conversion Conversion Time
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Section 4.3.6
 4.3.8 Notice of Conversion (Mandatory) Section 4.3.5 Section 4.3.5 Section 4.3.7 Section 4.3.8 Section 4.3.8 Section 4.3.7
 4.4 Issuances of Additional Partnership Interests
 4.4.1 General .
 30




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Partnership Unit Designation
 4.4.2 Issuances to the General Partner . Section 4.5.2 Section 4.6
 4.4.3 No Preemptive Rights .
 31




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4.5 Additional Funds and Capital Contributions
 4.5.1 General . Additional Funds Section 4.5
 4.5.2 Additional Capital Contributions . Section 4.4
 4.5.3 Loans by Third Parties . provided however
 4.5.4 General Partner Loans . General Partner Loan " provided however
 4.5.5 Issuance of Securities by the General Partner
 (a)
    
    The General Partner shall contribute the cash proceeds or other
consideration received from any issuances from and after the date hereof of
Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case
may be, and from the exercise of the rights contained in any such additional
Other Securities, to the Partnership in exchange for (x) in the case of an
issuance of Common Shares, Common Units, or (y) in the case
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of an issuance of Preferred Shares, Junior Shares or Other Securities,
Partnership Units with designations, preferences and other rights, terms and
provisions that are substantially the same as the designations, preferences
and other rights, terms and provisions of such Preferred Shares, Junior
Shares or Other Securities.(b)
    
    The General Partner shall not issue any additional Common
Shares, Preferred Shares, Junior Shares or Other Securities unless the General
Partner contributes the cash proceeds or other consideration received from the
issuance of such additional Common Shares, Preferred Shares, Junior Shares or
Other Securities, as the case may be, and from the exercise of the rights
contained in any such additional Other Securities, to the Partnership in
exchange for (x) in the case of an issuance of Common Shares, Common Units, or
(y) in the case of an issuance of Preferred Shares, Junior Shares or Other
Securities, Partnership Units with designations, preferences and other rights,
terms and provisions that are substantially the same as the designations,
preferences and other rights, terms and provisions of such Preferred Shares,
Junior Shares or Other Securities; provided, however, that
notwithstanding the foregoing, the General Partner may issue Common Shares,
Preferred Shares, Junior Shares or Other Securities (a) pursuant to Section 4.6
or Section 8.5.4hereof, (b) pursuant to a dividend or distribution (including
any stock split) of Common Shares, Preferred Shares, Junior Shares or Other
Securities to all of the holders of Common Shares, Preferred Shares, Junior
Shares or Other Securities, as the case may be, (c) upon a conversion,
redemption or exchange of Preferred Shares, (d) upon a conversion of Junior
Shares into Common Shares, (e) upon a conversion, redemption, exchange or
exercise of Other Securities, or (f) in connection with an acquisition of a
property or other asset to be owned, directly or indirectly, by the General
Partner if the General Partner determines that such acquisition is in the best
interests of the Partnership. In the event of any issuance of additional
Common Shares, Preferred Shares, Junior Shares or Other Securities by the
General Partner, the Partnership shall pay the General Partners expenses
associated with such issuance, including any underwriting discounts or
commissions (it being understood that payment of some or all of such expenses
may be made by the General Partner on behalf of the Partnership out of the
gross proceeds of such issuance prior to the contribution of such proceeds by
the General Partner).
 4.6 Stock Incentive Plans
 4.6.1 Options Granted to Partnership Employees and Independent Directors .
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(a)
    
    the General Partner shall, as soon as practicable after such
exercise, make a Capital Contribution to the Partnership in an amount equal to
the exercise price paid to the General Partner by such exercising party in
connection with the exercise of such stock option (or other similar incentive
exercisable by the recipient);(b)
    
    on the date that the General Partner makes a capital
contribution pursuant to Section 4.6.1(a) hereof, the General Partner shall be
deemed to have contributed to the Partnership as a Capital Contribution, in
consideration of an additional Limited Partner Interest (expressed in and as
additional Common Units), an amount equal to the Value of a Common Share as of
the date of exercise multiplied by the number of Common Shares then being
issued in connection with the exercise of such stock option (or other similar
incentive exercisable by the recipient); and(c)
    
    An equitable Percentage Interest adjustment shall be made in
which the General Partner shall be treated as having made a cash contribution
equal to the amount described in Section 4.6.1(b) hereof.(d)
    
    For purposes of this Section 4.6, in determining the Value of a
Common Share, only the trading date immediately preceding the exercise of the
relevant stock option (or other similar incentive exercisable by the recipient)
under the Stock Incentive Plan shall be considered.
 4.6.2 Restricted Units . Section 4.5.5 Restricted
Common Units provided however provided however
 4.6.3 Future Stock Incentive Plans .
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Section 4.6
 4.7 No Interest; No Return .
 4.8 Other Contribution Provisions .
 4.9 Not Publicly Traded .
 5. DISTRIBUTIONS .
 5.1 Requirement and Characterization of Distributions
 5.1.1 General Section 4.3.2
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5.1.2 Method .
 (i)
    
    first, to Holders of any Partnership Interests that are entitled to any
preference in distribution (including Class A Convertible Preferred Units), and within
each such class of Partnership Interests, pro rata among the Holders thereof in
proportion to each Holders respective ownership interest of such class of Partnership
Interest), in the respective order and amount of such preferences; and(ii)
    
    second, to Holders of any Partnership Interests that are not entitled to any
preference in distribution (including Common Units and Junior Units), in accordance
with the rights of such class of Partnership Interests (pro rata to each such Holder
in accordance with the ratio of (a) the amount to be distributed to such Holder
pursuant to this Section to (b) the aggregate amount to be distributed to all such
Holders pursuant to this Section).
 5.2 Distributions in Kind . Sections 5 6 10
 5.3 Amounts Withheld . Section 10.4 Section 5.1
 5.4 Distributions Upon Liquidation . Section 5 Section 13.2
 5.5 Distributions to Reflect Issuance of Additional Partnership Units . Section 14.2.4 Section 4 Section 5
 5.6 Restricted Distributions .
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6. ALLOCATIONS .
 6.1 Timing and Amount of Allocations of Income and Loss . Section 6
 6.2 General Allocations
 6.2.1 Allocation of Profits and Losses for Capital Account Purposes Sections 6.3 6.4
 6.2.2 Limitation on Loss Allocations Section 6.2.1
 6.3 Additional Allocation Provisions . Section 6
 6.3.1 Regulatory Allocations
 Minimum Gain Chargeback. Section 6 Section 6.3. 1(i)
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Partner Nonrecourse Debt Minimum Gain Chargeback. Section 6.3. 1(i) Section 6.3.1(ii)
 Nonrecourse Deductions and Partner Nonrecourse Deductions.
 Qualified Income Offset. Section 6.3.1(iv) Section 6 Section 6.3.1(iv) Section 6.3.1(iv)
 Gross Income Allocation. Section 6.3. 1(v)
 38




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Section 6 Section 6.3. 1(v)
 Limitation on Allocation of Loss. Section 6.3.1(vi)
 Section 754 Adjustment.
 Curative Allocations. Sections 6.3. 1(i) ,
(ii), (iii), (iv), (v), (vi) and (vii) Regulatory Allocations Section 6.1
 6.3.2 Special Allocations Upon Liquidation . Section 6 Section 13.2.1 Section 5.1
 6.3.3 Allocation of Excess Nonrecourse Liabilities .
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6.4 Tax Allocations
 6.4.1 In General . Section 6.4 Tax Items Sections 6.2 6.3
 6.4.2 Allocations Respecting Section 704(c) Revaluations . Section 6.4.1
 7. MANAGEMENT AND OPERATIONS OF BUSINESS .
 7.1 Management
 7.1.1 Section 3.2 Section 3.1
 (a)
    
    the making of any expenditures, the lending or borrowing of
money (including making prepayments on loans and borrowing money or selling
assets to permit the Partnership to make distributions to its Partners in such
amounts as will permit the General Partner (so long as the General Partner
desires to maintain or restore its status as a REIT) to avoid the payment of
any federal income tax (including, for this purpose, any excise tax pursuant to
Code Section 4981) and to make distributions sufficient to permit the General
Partner to maintain or restore REIT status or otherwise to satisfy the REIT
Requirements), the assumption or guarantee of, or
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other contracting for, indebtedness and other liabilities, the issuance of
evidences of indebtedness (including the securing of same by deed to secure
debt, mortgage, deed of trust or other lien or encumbrance on the
Partnerships assets) and the incurring of any obligations that it deems
necessary for the conduct of the activities of the Partnership;(b)
    
    the making of tax, regulatory and other filings, or rendering
of periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Partnership;(c)
    
    the acquisition, sale, lease, transfer, exchange or other
disposition of any, all or substantially all of the assets of the Partnership
(including, but not limited to, the exercise or grant of any conversion,
option, privilege or subscription right or any other right available in
connection with any assets at any time held by the Partnership) or, subject to
Section 8.6, the merger, consolidation, reorganization or other combination of
the Partnership with or into another entity;(d)
    
    the mortgage, pledge, encumbrance or hypothecation of any
assets of the Partnership, the use of the assets of the Partnership (including
cash on hand) for any purpose consistent with the terms of this Agreement and
on any terms that it sees fit, including the financing of the operations and
activities of the General Partner, the Partnership or any of the Partnerships
Subsidiaries, the lending of funds to other Persons (including the
Partnerships Subsidiaries) and the repayment of obligations of the
Partnership, its Subsidiaries and any other Person in which the Partnership has
an equity investment, and the making of capital contributions to and equity
investments in the Partnerships Subsidiaries;(e)
    
    the management, operation, leasing, landscaping, repair,
alteration, demolition, replacement or improvement of any Property, including
any Contributed Property, or other asset of the Partnership or any Subsidiary,
whether pursuant to a Services Agreement or otherwise;(f)
    
    the negotiation, execution and performance of any contracts,
leases, conveyances or other instruments that the General Partner considers
useful or necessary to the conduct of the Partnerships operations or the
implementation of the General Partners powers under this Agreement, including
contracting with contractors, developers, consultants, accountants, legal
counsel, the Advisors other professional advisors and other agents and the
payment of their expenses and compensation out of the Partnerships assets;
provided, however, that the Advisory Agreement must contain a
provision (the Voting Direction Provision) that requires the Advisor to vote
its shares of Proportionate Voting Preferred Stock in proportion to the votes
(the LP Direction Votes) that the Advisor receives from the holders of
Partnership Units (other than the General Partner), that are issued pursuant to
the Master Agreement or pursuant to
 41




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any option delivered pursuant thereto or in connection with the consummation
of the transactions contemplated thereby. The Advisor shall not cast any
votes with respect to the share of Proportionate Voting Preferred Stock
unless it receives LP Direction Votes with respect thereto.(g)
    
    the distribution of Partnership cash or other Partnership
assets in accordance with this Agreement, the holding, management, investment
and reinvestment of cash and other assets of the Partnership, and the
collection and receipt of revenues, rents and income of the Partnership;(h)
    
    the maintenance of such insurance for the benefit of the
Partnership and the Partners as it deems necessary or appropriate, including
(i) casualty, liability and other insurance on the Properties and
(ii) liability insurance for the Indemnitees hereunder;(i)
    
    the formation of, or acquisition of an interest in, and the
contribution of property to, any further limited or general partnerships,
limited liability companies, joint ventures or other relationships that it
deems desirable (including the acquisition of interests in, and the
contributions of property to, any Subsidiary and any other Person in which it
has an equity investment from time to time);(j)
    
    the control of any matters affecting the rights and obligations
of the Partnership, including the settlement, compromise, submission to
arbitration or any other form of dispute resolution, or abandonment, of any
claim, cause of action, liability, debt or damages, due or owing to or from the
Partnership, the commencement or defense of suits, legal proceedings,
administrative proceedings, arbitrations or other forms of dispute resolution,
and the representation of the Partnership in all suits or legal proceedings,
administrative proceedings, arbitrations or other forms of dispute resolution,
the incurring of legal expense, and the indemnification of any Person against
liabilities and contingencies to the extent permitted by law;(k)
    
    the undertaking of any action in connection with the
Partnerships direct or indirect investment in any Subsidiary or any other
Person (including the contribution of Property or contribution or loan of funds
by the Partnership to such Persons);(l)
    
    except as otherwise specifically set forth in this Agreement,
the determination of the fair market value of any Partnership property
distributed in kind using such method of valuation as it may reasonably adopt
as long as such method is otherwise consistent with the requirements of this
Agreement;
 42




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##### 



(m)
    
    the enforcement of any rights against any Partner pursuant to
representations, warranties, covenants and indemnities relating to such
Partners contribution of property or assets to the Partnership;(n)
    
    the exercise, directly or indirectly, through any
attorney-in-fact acting under a general or limited power of attorney, of any
right, including the right to vote, appurtenant to any asset or investment held
by the Partnership;(o)
    
    the exercise of any of the powers of the General Partner
enumerated in this Agreement on behalf of or in connection with any Subsidiary
of the Partnership or any other Person in which the Partnership has a direct or
indirect interest, or jointly with any such Subsidiary or other Person;(p)
    
    the exercise of any of the powers of the General Partner
enumerated in this Agreement on behalf of any Person in which the Partnership
does not have an interest, pursuant to contractual or other arrangements with
such Person;(q)
    
    the making, execution and delivery of any and all deeds,
leases, notes, deeds to secure debt, mortgages, deeds of trust, security
agreements, conveyances, contracts, guarantees, warranties, indemnities,
waivers, releases or legal instruments or agreements in writing necessary or
appropriate in the judgment of the General Partner for the accomplishment of
any of the powers of the General Partner enumerated in this Agreement;(r)
    
    the issuance of additional Partnership Units, as appropriate
and in the General Partners sole and absolute discretion, in connection with
Capital Contributions by Additional Limited Partners and additional Capital
Contributions by Partners pursuant to Section 4hereof;(s)
    
    the selection and dismissal of Partnership Employees (including
employees having titles or offices such as president, vice president, secretary
and treasurer), and agents, outside attorneys, accountants, consultants and
contractors of the Partnership or the General Partner, the determination of
their compensation and other terms of employment or hiring and the delegation
to any such Partnership Employee the authority to conduct the business of the
Partnership in accordance with the terms of this Agreement; and(t)
    
    an election to dissolve the Partnership pursuant to
Section 13.1.2hereof.
 7.1.2 Section 14.2
 43




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##### 



7.1.3
 7.1.4
 7.1.5
 (a)
    
    taking any action that would make it impossible to carry on the
ordinary business of the Partnership, except as otherwise provided in this
Agreement;(b)
    
    possessing Property, or assigning any rights in specific
Property, for other than a Partnership purpose except as otherwise provided in
this Agreement, including Section 7.9;(c)
    
    admitting a Person as a Partner, except as otherwise provided
in this Agreement;(d)
    
    performing any act that would subject a Limited Partner to
liability as a general partner in any jurisdiction or any other liability
except as otherwise provided in this Agreement or under the Act; or(e)
    
    entering into any contract, mortgage, loan or other agreement
that prohibits or restricts the ability of (a) the General Partner or the
Partnership from satisfying its obligations under Section 8.5hereof in full or
(b) a Limited Partner from exercising its rights under Section 8.5hereof to
effect a Redemption in full, except, in either case, with the written consent
of such Limited Partner adversely affected by the prohibition or restriction.
 7.2 Certificate of Limited Partnership .
 
 44




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##### 



7.3 Reimbursement of the General Partner
 7.3.1 Sections 5 6
 7.3.2 Section 7.6
 7.3.3 Section 7.3 Section 7.3 Section 5.1.2.
 7.4 Outside Activities of the General Partner .
 45




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##### 



Section 7.1.4
 7.5 Contracts with Affiliates
 7.5.1
 7.5.2 Section 7.4 Section 3.1
 7.5.3
 7.5.4
 7.5.5 Section 7.1.1(f)
 46




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##### 



7.6 Indemnification
 7.6.1 Actions provided however Section 7.6 Section 7.6.1 Section 7.6.1
 nolo
contendere Section 7.6.1 Section 7.6 Section 7.6
 7.6.2 Section 7.6.1
 47




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##### 



7.6.3 Section 7.6
 7.6.4
 7.6.5 Section 7.6
 7.6.6
 7.6.7 Section 7.6
 7.6.8 Section 7.6 Section 7.6 Section 7.6
 48




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##### 



7.6.9 Section 7.6
 7.7 Liability of the General Partner
 7.7.1
 7.7.2
 7.7.3 Section 7.1.1
 7.7.4
 7.7.5
 49




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##### 



7.7.6 Section 7.7 Section 7.7
 7.8 Other Matters Concerning the General Partner
 7.8.1
 7.8.2
 7.8.3
 7.8.4
 50




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##### 



7.9 Title to Partnership Assets .
 7.10 Reliance by Third Parties .
 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS .
 8.1 Limitation of Liability . Section 10.4
 8.2 Management of Business .
 51




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##### 



8.3 Outside Activities of Limited Partners . Section 7.5.5 Section 7.5.5
 8.4 No Return of Capital . Section 8.5 Section 4 Section 6 Section 4.4
 8.5 Redemption Rights of Qualifying Parties
 8.5.1 Section 11.6.3 Redemption Tendered Units
 52




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##### 



Section 8.5.1 Redemption Cash Amount Redemption Common Unit
Amount Redemption Preferred
Unit Amount
 8.5.2 Section 11.6.3 Redemption Tendered Units Section 8.5.2 Redemption Cash Amount
 8.5.3 Tendering Party
 53




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##### 



Section 8.5.1
 8.5.4
 8.5.5 Section 8.5.2 Section 8.5.1 Applicable Percentage Section 8.5.5 Section 8.5.5 Section 8.5.5 Section 8.5.5,
 54




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##### 



provided , however , Section 8.5.5
 8.5.6 Sections 8.5.1 8.5.5 Section 8.5.1 Section 8.5.5 Section 8.5.6 ab initio Section 8.5.5
 8.5.7 Section 8.5.4
 8.5.8 Section
8.5.1 Section 8.5.2
 8.5.9 Section 8.5.6 Section 8.5.5 Section 8.5
 (a)
    
    All Partnership Units acquired by the General Partner pursuant
to Section 8.5.5hereof may, at the election of the General Partner, be
converted into and deemed to be a General Partner Interest comprised of the
same number of Common Units.(b)
    
    Subject to the Ownership Limit, no Tendering Party may effect a
Redemption for less than five hundred (500) Common Units or, if such Tendering
Party holds (as a Limited Partner or, economically, as an
 55




---



##### 



Assignee) less than five hundred (500) Common Units, all of the Common Units
held by such Tendering Party.(c)
    
    Each Tendering Party (a) may effect a Redemption only once in
each fiscal quarter of a twelve-month period, unless otherwise permitted by the
General Partner, in its sole and absolute discretion and (b) may not effect a
Redemption during the period after the Partnership Record Date with respect to
a distribution and before the record date established by the General Partner
for a distribution to its shareholders of some or all of its portion of such
Partnership distribution.(d)
    
    The consummation of such Redemption (or an acquisition of
Tendered Units by the General Partner pursuant to Section 8.5.4 hereof, as the
case may be) shall be subject to the expiration or termination of the
applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.(e)
    
    Subject to Section 8.5.1, the Tendering Party shall continue to
own all Partnership Units subject to any Redemption, and be treated as a
Limited Partner or Holder, as applicable, with respect to such Partnership
Units for all purposes of this Agreement, until such Partnership Units are
either paid for by the Partnership pursuant to Section 8.5.1hereof or
transferred to the General Partner and paid for, by the issuance of the Common
Shares, pursuant to Section 8.5.5hereof on the Specified Redemption Date.
Until a Specified Redemption Date and an acquisition of the Tendered Units by
the General Partner pursuant to Section 8.5.5hereof, the Tendering Party shall
have no rights as a shareholder of the General Partner with respect to the
Common Shares issuable in connection with such acquisition.(f)
    
    All Tendered Units shall be delivered to the General Partner
free and clear of all liens, claims and encumbrances whatsoever and should any
such liens, claims and/or encumbrances exist or arise with respect to such
Tendered Units, the General Partner shall be under no obligation to acquire or
redeem the same. Each Limited Partner further agrees that, in the event any
state or local property transfer tax is payable as a result of the transfer of
its Tendered Units to the General Partner (or its designee), such Limited
Partner shall assume and pay such transfer tax.
 8.5.10 Section 8.5
 (a)
    
    A written affidavit, dated the same date as the Notice of
Redemption, (a) disclosing the actual and constructive ownership, as determined
for purposes of Code Sections 856(a)(6) and 856(h), of Common Shares by
(i) such Tendering Party and (ii) any Related Party and (b) representing that,
after giving effect to the Redemption or an acquisition of the
 56




---



##### 



Tendered Units by the General Partner pursuant to Section 8.5.5hereof,
neither the Tendering Party nor any Related Party will own Common Shares in
excess of the Ownership Limit;(b)
    
    A written representation that neither the Tendering Party nor
any Related Party has any intention to acquire any additional Common Shares
prior to the closing of the Redemption or an acquisition of the Tendered Units
by a REIT Partner pursuant to Section 8.5.5.Bhereof on the Specified
Redemption Date; and(c)
    
    An undertaking to certify, at and as a condition to the closing
of (i) the Redemption or (ii) the acquisition of the Tendered Units by the
General Partner pursuant to Section 8.5.5hereof on the Specified Redemption
Date, that either (a) the actual and constructive ownership of Common Shares by
the Tendering Party and any Related Party remain unchanged from that disclosed
in the affidavit required by Section 8.5.10(a) or (b) after giving effect to
the Redemption or an acquisition of the Tendered Units by the General Partner
pursuant to Section 8.5.4hereof, neither the Tendering Party nor any Related
Party shall own Common Shares in violation of the Ownership Limit.
 8.5.11 Partnership Right to Call Limited Partner Interests . Section 8.5 Section 8.5.11 Section 8.5.11 Section 8.5.11 Sections 8.5.9(b) 8.5.9(c) Section 8.5
 8.6 Mergers .
 57




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##### 



Section 8.6
 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS .
 9.1 Records and Accounting
 9.1.1 Section 9.3
 9.1.2
 9.2 Fiscal Year .
 9.3 Reports
 9.3.1
 9.3.2
 58




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##### 



10. TAX MATTERS .
 10.1 Preparation of Tax Returns . Section 10.1
 10.2 Tax Elections .
 10.3 Tax Matters Partner
 10.3.1 Section 7.3
 10.3.2
 (a)
    
    to enter into any settlement with the IRS with respect to any
administrative or judicial proceedings for the adjustment of Partnership items
required to be taken into account by a Partner for income tax purposes(such
administrative proceedings being referred to as a tax audit and such judicial
proceedings being referred to as judicial review), and in the settlement
agreement the tax matters partner may expressly state that such agreement shall
bind all Partners, except that such settlement agreement shall not bind any
Partner (i) who (within the time prescribed pursuant to the Code and
Regulations) files a statement with the IRS providing that the tax matters
partner shall not have the authority to enter into a settlement agreement on
behalf of such Partner or (ii) who is a notice
 59




---



##### 



partner (as defined in Code Section 6231) or a member of a notice group
(as defined in Code Section 6223(b)(2));(b)
    
    in the event that a notice of a final administrative adjustment
at the Partnership level of any item required to be taken into account by a
Partner for tax purposes (a final adjustment) is mailed to the tax matters
partner, to seek judicial review of such final adjustment, including the filing
of a petition for readjustment with the United States Tax Court or the United
States Claims Court, or the filing of a complaint for refund with the District
Court of the United States for the district in which the Partnerships
principal place of business is located;(c)
    
    to intervene in any action brought by any other Partner for
judicial review of a final adjustment;(d)
    
    to file a request for an administrative adjustment with the IRS
at any time and, if any part of such request is not allowed by the IRS, to file
an appropriate pleading (petition or complaint) for judicial review with
respect to such request;(e)
    
    to enter into an agreement with the IRS to extend the period
for assessing any tax that is attributable to any item required to be taken
into account by a Partner for tax purposes, or an item affected by such item;
and(f)
    
    to take any other action on behalf of the Partners in
connection with any tax audit or judicial review proceeding to the extent
permitted by applicable law or regulations.
 Section 7.6
 10.4 Withholding .
 60




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##### 



Section 10.4 Section 10.4
 10.5 Organizational Expenses .
 11. TRANSFERS AND WITHDRAWALS .
 11.1 Transfer
 11.1.1
 11.1.2 Section 11 Section 11 ab initio
 11.1.3
 61




---



##### 



11.2 Transfer of General Partners Partnership Interest
 11.2.1 Section 11.2
 11.2.2 Section 11.2.2 Section 11.2.3 Section 11.2.2
 11.2.3 Section 11 Section 11.6.3 Section 11.2.3 Section 11.2.3 Section 11.2.2 11.3 11.4.1 11.5 Section 11.2.3
 11.2.4 Section 11.2.2
 11.3 Transfer of Limited Partners Partnership Interests
 11.3.1 General
 62




---



##### 



provided , however , Section 11.3.4 Section 11.6.3 provided , further ,
 11.3.2 Conditions to Transfer Consent Section 11.3.1 Section 11.3.1
 (a)
    
    Qualified Transferee. Such Transfer is made only to a single
Qualified Transferee; provided,however, that, for such
purposes, all Qualified Transferees that are Affiliates, or that comprise
investment accounts or funds managed by a single Qualified Transferee and its
Affiliates, shall be considered together to be a single Qualified Transferee.(b)
    
    Assumption of Obligations. The transferee in such Transfer
assumes by operation of law or express agreement all of the obligations of the
transferor Limited Partner under this Agreement with respect to such
Transferred Partnership Interest; provided, that no such Transfer (unless made
pursuant to a statutory merger or consolidation wherein all obligations and
liabilities of the transferor Partner are assumed by a successor corporation by
operation of law) shall relieve the transferor Partner of its obligations under
this Agreement without the approval of the General Partner, in its sole and
absolute discretion. Notwithstanding the foregoing, any transferee of any
Transferred Partnership Interest shall be subject to any and all Ownership
Limits that may limit or restrict such transferees ability to exercise its
Redemption rights, including the Ownership Limit. Any transferee, whether or
not admitted as a Substituted Limited Partner, shall take subject to the
obligations of the transferor hereunder. Unless admitted as a Substituted
Limited Partner, no transferee, whether by a voluntary Transfer, by operation
of law or otherwise, shall have any rights hereunder, other than the rights of
an Assignee as provided in Section 11.5hereof.(c)
    
    Effective Date. Such Transfer is to be effective as of the
first day of a fiscal quarter of the Partnership.
 11.3.3 Incapacity
 63




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##### 



11.3.4 No Adverse Tax Consequences Section 11.3.4
 11.4 Substituted Limited Partners
 11.4.1 Section 11.3
 11.4.2 Section 11
 11.4.3
 11.5 Assignees . Section 11.3.1
 64




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##### 



Section 11 Section 11
 11.6 General Provisions
 11.6.1 Section 11 Section 8.5 Section 11 Section 8.5 Section 8.5.4
 11.6.2 Section 11 Section 8.5.4 Section 5.1
 65




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##### 



Section 5.1
 11.6.3
 12. ADMISSION OF PARTNERS .
 12.1 Admission of Successor General Partner . Section 11.2
 12.2 Admission of Additional Limited Partners
 12.2.1
 66




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##### 



12.2.2 Section 12.2
 12.2.3 Section 11.6.2 Section 5.1
 12.3 Amendment of Agreement and Certificate of Limited Partnership . Section 2.4
 13. DISSOLUTION, LIQUIDATION AND TERMINATION .
 13.1 Dissolution . Liquidating Event
 67




---



##### 



13.1.1
 13.1.2
 13.1.3
 13.1.4
   13.2 Winding Up
 13.2.1 Liquidator
 68




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##### 



(a)
    
    First, to the satisfaction of all of the Partnerships debts
and liabilities to creditors other than the Partners and their Assignees
(whether by payment or the making of reasonable provision for payment thereof);(b)
    
    Second, to the satisfaction of all of the Partnerships debts
and liabilities to the General Partner (whether by payment or the making of
reasonable provision for payment thereof), including, but not limited to,
amounts due as reimbursements under Section 7.3hereof;(c)
    
    Third, to the satisfaction of all of the Partnerships debts
and liabilities to the other Partners and any Assignees (whether by payment or
the making of reasonable provision for payment thereof);(d)
    
    Fourth, to the satisfaction of all of the debts and liabilities
of any Subsidiary of the General Partner and the Partnership;(e)
    
    Fifth, to the Holders of Senior Units in accordance with the
designations or preferences associated with such Senior Units;(f)
    
    Sixth, to the Holders of Class A Convertible Preferred Units
and Pari Passu Units pursuant to Section 4.3.3above; and(g)
    
    Subject to the terms of any additional Partnership Unit
Designation, the balance, if any, to the Holders of Common Units, pro rata in
accordance with their Percentage Interests.
 Section 13
 13.2.2 Section 13.2.1 Section 13.2.1
 69




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##### 



13.2.3 Capital Account
Deficit Section 13
 (a)
    
    distributed to a trust established for the benefit of the
Partners for the purpose of liquidating Partnership assets, collecting amounts
owed to the Partnership, and paying any contingent or unforeseen liabilities or
obligations of the Partnership or of the General Partner arising out of or in
connection with the Partnership and/or Partnership activities. The assets of
any such trust shall be distributed to the General Partner and the Limited
Partners, from time to time, in the reasonable discretion of the General
Partner, in the same priority, proportions and amounts as would otherwise have
been distributed to the General Partner and the Limited Partners pursuant to
this Agreement; or(b)
    
    withheld or escrowed to provide a reasonable reserve for
Partnership liabilities (contingent or otherwise) and to reflect the unrealized
portion of any installment obligations owed to the Partnership, provided that
such withheld or escrowed amounts shall be distributed as soon as practicable
to the General Partner and Limited Partners in the same priority, proportions
and amounts as would otherwise have been distributed to the General Partner and
the Limited Partners pursuant to this Agreement.
 13.3 Deemed Distribution and Recontribution . Section 13 Section 13.2.1 Section 13.3 Section 11.4
 70




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##### 



13.4 Rights of Limited Partners .
 13.5 Notice of Dissolution . Section 13.1
 13.6 Cancellation of Certificate of Limited Partnership . Section 13.2
 13.7 Reasonable Time for Winding-Up . Section 13.2
 14. PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS .
 14.1 Procedures for Actions and Consents of Partners . Section 14
 14.2 Amendments
 14.2.1
 71




---



##### 



provided however
 14.2.2 Sections 4.4.1 5.5 6.2.1 14.2.3
 14.2.3 Section 14.2.2
 (a)
    
    to add to the obligations of the General Partner or surrender
any right or power granted to the General Partner or any Affiliate of the
General Partner for the benefit of the Limited Partners;(b)
    
    to reflect the admission, substitution or withdrawal of
Partners or the termination of the Partnership in accordance with this
Agreement;(c)
    
    to cure any ambiguity, correct or supplement any provision in
this Agreement not inconsistent with law or with other provisions of this
Agreement;(d)
    
    to satisfy any requirements, conditions or guidelines contained
in any order, directive, opinion, ruling or regulation of a federal or state
agency or contained in federal or state law;(e)
    
    (i) to reflect such changes as are reasonably necessary for the
General Partner to maintain or restore its status as a REIT or to satisfy the
REIT Requirements; or (ii) to reflect the Transfer of all or any part of a
Partnership Interest between the General Partner and any Qualified REIT
Subsidiary or Taxable REIT Subsidiary;(f)
    
    to modify the manner in which Capital Accounts are computed
(but only to the extent set forth in the definition of Capital Account or
contemplated by the Code or the Regulations); and(g)
    
    to issue additional Partnership Interests in accordance with
Section 4.3.
 14.2.4 Sections 14.2.2 14.2.3
 72




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##### 



Section 5 Section 13.2.1 Section 6 Sections 4.3 5.5 6.2.1 14.2.3 Sections 8.5 11.2 Sections 4.3 5.5 6.2.1 14.2.3 Sections 4.3 5.5 6.2.1 14.2.3 Section 14.2.4 provided , however Section 14.2
 14.3 Meetings of the Partners
 14.3.1 Section 14.3.2
 14.3.2
 14.3.3
 73




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##### 



14.3.4
 15. GENERAL PROVISIONS .
 15.1 Addresses and Notice .
 15.2 Entire Agreement .
 15.3 Governing Law Jurisdiction forum non
conveniens
 15.4 Headings
 74




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##### 



15.5 Pronouns and Plurals .
 15.6 Further Action .
 15.7 Binding Effect .
 15.8 Counterparts .
 15.9 Fax Signatures
 15.10 Partial Invalidity
 15.11 Waiver .
 15.11.1
 15.11.2 provided however provided further
 75




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15.12 Limitation to Preserve REIT Status . REIT Payment
   provided , however Section 15.12 Section 15.12 Section 15.12 .
 15.13 No Partition .
 76




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##### 



15.14 No Third-Party Rights Created Hereby .
 15.15 No Rights as Stockholders .
 15.16 Construction
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 77




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##### 



GENERAL PARTNER:PACIFIC OFFICE PROPERTIES TRUST, INC.By:
    
    /s/ Dallas E. LucasName: Dallas E. LucasTitle: President and Chief Executive Officer
 LIMITED PARTNERS:POP VENTURE, LLCBy: POP FUNDING, LLC, its Managing MemberBy: JHS Manager, LLC, its ManagerBy: /s/ Jay H. ShidlerName: Jay H. ShidlerTitle: Sole Member
 POPTLP, LLCBy: PACIFIC OFFICE PROPERTIES TRUST, INC., its sole memberBy: /s/ Dallas E. LucasName: Dallas E. LucasTitle: President and Chief Executive Officer
 S-1




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##### 



Exhibit A
 Common Units
    
    Preferred UnitsName and Address
    
    (Percentage)
    
    (Percentage)GENERAL PARTNER:Pacific Office Properties Trust, Inc.
    
    
    3,031,125
    
    
    
    0233 Wilshire Blvd., Suite 830Santa Monica, CA 90401
    
    
    18.25
    %
    
    
    0
    %LIMITED PARTNERS:POP Venture, LLC
    
    
    13,576,165
    
    
    
    4,545,300841 Bishop StreetHonolulu, HI 96813
    
    
    81.75
    %
    
    
    100
    %POPTLP, LLC
    
    
    0
    
    
    
    0841 Bishop StreetHonolulu, HI 96813
    
    
    0
    %
    
    
    0
    %
 A-1




---



##### 



Exhibit B
 NOTICE OF REDEMPTION
 To:
    
    Pacific Office Properties Trust, Inc.[ADDRESS]
 Agreement
 Section 8.5.10
   (i)
    
    the undersigned Limited Partner is a Qualifying Party,(ii)
    
    the undersigned Limited Partner has, and at the closing of the
Redemption will have, good, marketable and unencumbered title to such Common
Units, free and clear of the rights or interests of any other person or entity,(iii)
    
    the undersigned Limited Partner has, and at the closing of the
Redemption will have, the full right, power and authority to tender and
surrender such Common Units as provided herein, and(iv)
    
    the undersigned Limited Partner has obtained the consent or
approval of all persons and entities, if any, having the right to consent to or
approve such tender and surrender; and
 Section 8.5.4
 B-1




---



##### 



Name of Limited Partner:(Signature of Limited Partner or Assignee)(Street Address)(City)          (State)          (Zip Code)Signature Guaranteed by:Issue Check Payable to:
 Please insert social security or identifying number:
 B-2




---



##### 



Exhibit C
 City Square
 1.
    
    Agreement Regarding Consent to Transfer.2.
    
    Modification of Mezzanine Loan Agreement, Note and Other Loan Documents.3.
    
    Assignment of membership interests of STIRR N. Central, LLC and First Amendment to Operating
Agreement.
 First Insurance Center (leasehold)
 1.
    
    Consent and Ratification Agreement.2.
    
    Confirmation of Guaranty and Environmental Indemnity.3.
    
    Certification.4.
    
    Ground Lessor Estoppel and Agreement.5.
    
    Assignment of membership interests of Pacific Office Properties Trust (Ward Avenue), LLC and
First Amendment to Operating Agreement.
 First Insurance Center (fee loan)
 1.
    
    Reaffirmation, Consent to Transfer and Addition of Indemnitor among 101 Park Avenue (1100
Ward), LLC, a Delaware limited liability company (FI Fee Borrower), James C. Reynolds,
Reynolds Partners, a Hawaii limited partnership, POP LP and Wells Fargo Bank, N.A., as Trustee
for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2006-GG6 (FI Fee Lender).2.
    
    Post Closing Agreement made by FI Fee Borrower and POP LP for the benefit of FI Fee Lender.3.
    
    Certificate of Borrower made by FI Fee Borrower.4.
    
    Assignment of membership interests and Amendment to Operating Agreement of 101 Park Avenue
(1100 Ward), LLC.
 Pacific Business News Building
 1.
    
    Reaffirmation, Consent to Transfer and Addition of Indemnitor among PBN Office, LLC, a
Delaware limited liability company (PNB Borrower), James C. Reynolds, STIRR-PBN, LLC, a
Hawaii limited liability company, Pacific Office Properties, L.P., a Delaware limited
partnership (POP LP) and LaSalle Bank National Association, as Trustee for the Registered
Holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG5,
Commercial Mortgage Pass-Through Certificates, Series 2005-GG5 (PBN Lender).
 C-1




---



##### 



2.
    
    Post Closing Agreement made by PNB Borrower and POP LP for the benefit of PBN Lender.3.
    
    Certificate of Borrower made by PBN Borrower.4.
    
    Assignment of membership interests and Amendment to Operating Agreement of PBN Office, LLC.
 Seville
 1.
    
    Acknowledgement and Reaffirmation Agreement between Pacific Office Properties/Seville Plaza,
LLC, Seville HAB, LLC and LaSalle Bank National Association, as Trustee for Banc of America
Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates.2.
    
    Borrowers Certificate for Pacific Office Properties/Seville Plaza, LLC.3.
    
    Borrowers Certificate for Seville HAB, LLC.4.
    
    Assignment of membership interests of Pacific Office Properties/Seville Mezzanine Partners,
LLC and Second Amendment to Operating Agreement.
 Waterfront
 1.
    
    Pacific Office Properties, L.P. Officers Certificate2.
    
    Waterfront Partners OP, LLC Officers Certificate3.
    
    Omnibus Amendment to Loan Documents by and between Waterfront A, LLC, Waterfront B, LLC,
Waterfront C, LLC, Waterfront D, LLC, and Waterfront E, LLC, tenants-in-common, as Borrowers,
and KeyCorp. Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as
authorized agent for Wells Fargo Bank Minnesota, N.A., as trustee in trust for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C5.4.
    
    Letter Agreement by and between WFP Mezzanine A, LLC, WFP Mezzanine B, LLC, WFP Mezzanine C,
LLC, WFP Mezzanine D, LLC, and WFP Mezzanine E, LLC, Waterfront Partners OP, LLC and Concord
Real Estate CDO 2006-1, Ltd.5.
    
    Letter Agreement between KeyCorp Real Estate Markets, Inc. d/b/a KeyBank Real Estate Capital,
as authorized agent for Wells Fargo Bank Minnesota, N.A., as trustee, in trust for the
registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C5 and Waterfront A, LLC, Waterfront B, LLC,
Waterfront C, LLC, Waterfront D, LLC, and Waterfront E, LLC.
 City Center
 1.
    
    Consent and Agreement.
 C-2




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##### 



Davies
 1.
    
    Letter from Wachovia Bank, National Association to the Shidler Group
 Pan Am
 1.
    
    Letter from Wachovia Bank, National Association to the Shidler Group
 2.
    
    First Amendment to Loan Agreement among PAN AM I, LLC, PAN AM II, LLC, PAN AM III, LLC and
PAN AM IV, LLC, each a Delaware limited liability company, and WELLS FARGO BANK, N.A., AS
TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C27.
 Sorrento
  C-3