Advisory or Fiduciary Responsibility.
128
Section 13.23
Lender's Agents
128
Section 13.24
Special Representations, Warranties and Covenants Regarding Sanctions,
Anti-Corruption, Anti-Money Laundering
129
Section 13.25
Amendment and Restatement; No Novation
129
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
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
TABLE OF CONTENTS
Page
EXHIBIT F
Form of Notice of Swingline Borrowing
EXHIBIT G-1
Form of Revolving Note
EXHIBIT G-2
Form of Term Loan Note A
EXHIBIT G-3
Form of Term Loan Note B
EXHIBIT G-4
Form of Term Loan Note C
EXHIBIT G-5
Form of Term Loan Note D
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
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
March , 2018, 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"), WELLS FARGO SECURITIES, LLC and MERRILL
LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, as the Active Joint Lead Arrangers
and Joint Bookrunners (as more particularly set forth below, collectively, the
"Active Joint Lead Arrangers"), U.S. BANK NATIONAL ASSOCIATION, and KEYBANC
CAPITAL MARKETS, INC., as the Joint Lead Arrangers (collectively, the "Joint
Lead Arrangers"; together with the Active Joint Lead Arrangers, the "Lead
Arrangers"), BANK OF AMERICA, N.A., as Syndication Agent (the "Syndication
Agent"), U.S. BANK NATIONAL ASSOCIATION, KEYBANC CAPITAL MARKETS, INC., GOLDMAN
SACHS BANK USA, MORGAN STANLEY BANK, N.A., BARCLAYS BANK PLC, ROYAL BANK OF
CANADA, and FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Documentation
Agents (the "Documentation Agents"), and BMO HARRIS BANK N.A. and REGIONS BANK,
as Senior Managing Agents (the "Senior Managing 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 $400,000,000, (ii) a five-year term loan facility in the initial
amount of up to $550,000,000, and (iii) a seven-year term loan facility in the
initial amount of up to $350,000,000 (collectively, the "March 2015 Existing
Credit Facilities"), in each such case pursuant to a Second Amended and Restated
Credit Agreement, dated March 31, 2015 (as heretofore amended, modified or
supplemented from time to time, the "March 2015 Existing