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 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
v
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
September 23, 2014, 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, and MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, as Lead Arrangers
(collectively, the "Lead Arrangers"), and BANK OF AMERICA, N.A., and BARCLAYS
BANK PLC, as Syndication Agents (collectively, the "Syndication Agents"), and
KEYBANK NATIONAL ASSOCIATION, as Documentation Agent (the "Documentation
Agent").
WHEREAS, the Administrative Agent, the Issuing Bank and the Lenders previously
made available to the Borrower a credit facility in the initial amount of
$250,000,000, pursuant to a Credit Agreement, dated August 3, 2012, as amended
by a First Modification to Credit Agreement, dated May 14, 2013 (as amended, the
"Existing Credit Agreement").
WHEREAS, the parties hereto desire to amend and restate the Existing Credit
Agreement to, among other things, provide that Administrative Agent, the Issuing
Bank and the Lenders will make available to the Borrower (i) a revolving credit
facility in the initial amount of up to $300,000,000, which will include an up
to $45,000,000 swingline subfacility and an up to $25,000,000 letter of credit
subfacility, and (ii) a term loan facility in the amount of up $150,000,000, in
each such case, on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
as follows:
ARTICLE I. DEFINITIONS
Section 1.1 Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings:
"Accession Agreement" means an Accession Agreement substantially in the form of
Annex I to the Guaranty.
"Additional Costs" has the meaning given such term in Section 5.1(b).
"Adjusted EBITDA" means EBITDA less Capital Reserves.
"Administrative Agent" means Wells Fargo Bank, National Association as
contractual representative of the Lenders under this Agreement, or any successor
"Administrative Agent" appointed pursuant to Section 12.10.
"Administrative Questionnaire" means the Administrative Questionnaire completed
by each Lender and delivered to the Administrative Agent in a form supplied by
the Administrative Agent to the Lenders from time to time.
"Affected Lender" has the meaning given such term in Section 5.6.
"Affiliate" means, with respect to a specified