13.21
Time
122
Section 13.22
No Advisory or Fiduciary Responsibility
122
Section 13.23
Lender's Agents
123
Section 13.24
Special Representations, Warranties and Covenants Regarding Sanctions,
Anti-Corruption, Anti-Money Laundering
123
Section 13.25
Amendment and Restatement; No Novation
124
iii
SCHEDULE 1.1(a) Commitment Amounts and Commitment Percentages SCHEDULE 1.1(b)
Loan Parties SCHEDULE 1.1(c) Permitted Liens SCHEDULE 1.1(d) Existing Letter of
Credit SCHEDULE 1.1(e) Ground Leases With Remaining Terms of Less Than 30 Years
SCHEDULE 1.1(f) Ground Leases Subject to Consent SCHEDULE 4.2 Unencumbered Pool
Properties SCHEDULE 7.1(b) Ownership Structure SCHEDULE 7.1(f)(i) List of
Properties SCHEDULE 7.1(f)(ii) Eligible Properties SCHEDULE 7.1(g) Existing
Indebtedness SCHEDULE 7.1(h) Material Contracts SCHEDULE 7.1(i) Litigation
SCHEDULE 7.1(s) List of Approved Affiliate Transactions EXHIBIT A Form of
Assignment and Assumption Agreement EXHIBIT B Form of Guaranty EXHIBIT C Form of
Notice of Borrowing EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of
Notice of Conversion EXHIBIT F Form of Notice of Swingline Borrowing EXHIBIT G-1
Form of Revolving Note EXHIBIT G-2 Form of 5-Year Term Note EXHIBIT G-3 Form of
7-Year Term Note EXHIBIT H Form of Swingline Note EXHIBIT I Form of Compliance
Certificate EXHIBIT J Form of Disbursement Instruction Agreement EXHIBIT K-1
through 4 Form of Tax Compliance Certificates
iv
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
March 31, 2015, by and among HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited
partnership (the "Borrower"), each of the financial institutions initially a
signatory hereto, together with their successors and assignees under
Section 13.6 (the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent (the "Administrative Agent"), and WELLS FARGO SECURITIES,
LLC, MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, and KEYBANC CAPITAL
MARKETS, INC., as the Lead Arrangers for the Existing Facilities (collectively,
the "Existing Facility Lead Arrangers"), and WELLS FARGO SECURITIES, LLC, and
KEYBANC CAPITAL MARKETS, INC., as the Lead Arrangers for the 7-Year Term Loan
Facility (collectively, the "7-Year Term Loan Facility Lead Arrangers"; together
with the Existing Facility Lead Arrangers, the "Lead Arrangers"), and BANK OF
AMERICA, N.A., and KEYBANK NATIONAL ASSOCIATION, as Syndication Agents for the
Existing Facilities (collectively, the "Existing Facility Syndication Agents"),
and KEYBANK NATIONAL ASSOCIATION, as Syndication Agent for the 7-Year Term Loan
Facility (the "7-Year Term Loan Facility Syndication Agent"; together with the
Existing Facility Syndication Agents, the "Syndication Agents"), and BARCLAYS
BANK PLC, FIFTH THIRD BANK, MORGAN STANLEY SENIOR FUNDING, INC., ROYAL BANK OF
CANADA, GOLDMAN SACHS BANK USA, and U.S. BANK NATIONAL ASSOCIATION, as
Documentation Agents for the Existing Facilities (the "Documentation Agents").
WHEREAS, the Administrative Agent, the Issuing Bank and the Lenders previously
made available to the Borrower (i) a revolving credit facility in the initial
amount of up to $300,000,000 and (ii) a delayed draw term loan facility in the
initial amount of up to $150,000,000 (collectively, the "Existing Credit
Facilities"), in each such case pursuant to an Amended and Restated Credit
Agreement, dated September 23, 2014 (the "Existing Credit Agreement").
WHEREAS, the