Fourth Amendment to Subordinated Promissory Notes, dated as of December 29, 2017, among Pacific Office Properties, L.P. and the holders named therein

THIS FOURTH AMENDMENT TO SUBORDINATED PROMISSORY NOTES (this “Fourth Amendment”) is made and entered into as of December 29, 2017, by and among the undersigned holders (the “Holders”) of certain subordinated promissory notes issued by Pacific Office Properties, L.P., a Delaware limited partnership (the “Maker”), and the Maker.

WHEREAS, each of the Holders is the holder of the subordinated promissory note or notes issued by the Maker described on Exhibit A hereto (each, a “Note” and collectively, the “Notes”);

WHEREAS, certain of the Notes were previously amended by that certain Amendment to Subordinated Promissory Notes, dated as of February 6, 2014, by and among the Holders and the Maker, and certain of the Notes were amended or further amended by that certain Amendment to Subordinated Promissory Notes dated as of March 10, 2015, that certain Second Amendment to Subordinated Promissory Notes dated as of December 31, 2015, and that certain Third Amendment to Subordinated Promissory Notes dated as of September 30, 2016, in each case, by and among the Holders and the Maker; and

WHEREAS, each of the Holders and the Maker desire to amend or further amend certain provisions of the Notes, as hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Maturity. The first sentence of paragraph 3(a) or 3(i), as applicable, of each Note is hereby deleted in its entirety and replaced with the following:

“Subject to the further provisions of this Section 3, the “Maturity Date” shall be the earlier to occur of (x) December 31, 2019, and (y) the date as of which the Maker has fully satisfied, or is released from, any and all liability (actual, contingent or otherwise) under that certain Indemnification Agreement dated as of September 2, 2009 between the Maker and Shidler Equities L.P., a Hawaii limited partnership (as the same has been or may be amended, restated, supplemented, modified or extended from time to time) (the “SELP Indemnification Agreement”).”

2.    Full Force and Effect. Except as expressly modified and amended hereby, each Note shall continue in full force and effect and, as thus modified and amended, is hereby ratified, confirmed and approved.

3.    Amendment Not Novation. The changes and modifications made to each Note by this Fourth Amendment constitute amendments to such Note and are not a novation of such Note.

4.    Counterparts. This Fourth Amendment may be executed in counterparts which, taken together, shall constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the date first above written.

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Chief Executive Officer

By:    /s/ James C. Reynolds            

Name:    James C. Reynolds

Title:     Manager

By:    /s/ James C. Reynolds            

Name:    James C. Reynolds

Title:             

By:    /s/ James C. Reynolds            

Name:    James C. Reynolds

Title:     Trustee

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Jay H. Shidler            

Name:    Jay H. Shidler

Title:    Vice President

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Jay H. Shidler            

Name:    Jay H. Shidler

Title:    President

By:    /s/ James C. Reynolds        

Name:    James C. Reynolds

Title:    Managing Member

By:    /s/ James R. Ingebritsen    

Name:    James R. Ingebritsen

Title:     Managing Member

By:    /s/ Matthew J. Root        

Name:    Matthew J. Root

Title:     Managing Member

Lawrence J. Taff

James C. Reynolds

By:    /s/ Lawrence J. Taff        

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Lawrence J. Taff        

Name:    Lawrence J. Taff

Title:    Vice President