MPG Office Trust 10-K 2007 FY Annual report

Exhibit 10.44

SECOND AMENDMENT

TO THE

AMENDED AND RESTATED

PROPERTY INSURANCE SHARING AGREEMENT

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED PROPERTY INSURANCE SHARING AGREEMENT (this “Second Amendment”) is entered into as of February 28, 2008 by and among MAGUIRE PROPERTIES, L.P., a Maryland limited partnership (the “Operating Partnership”), MAGUIRE PROPERTIES SERVICES, INC., a Maryland corporation (the “Services Company” or the “Manager”) and each of the entities listed inExhibit A (the “Initial Subsidiaries”) andExhibit B (the “Acquired Subsidiaries”) hereto. Each of the Operating Partnership, the Initial Subsidiaries and the Acquired Subsidiaries may be referred to herein individually as a “Partnership,” and may be referred to collectively as the “Partnerships.” Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement (as defined below).

Recitals

WHEREAS, the entities listed inExhibit C hereto (the “Disposed Subsidiaries”) and the Initial Subsidiaries (together with the Disposed Subsidiaries, the “Original Subsidiaries”) entered into that certain First Amendment to the Amended and Restated Property Insurance Sharing Agreement dated December 15, 2003 (the “First Amendment”), amending that certain Amended and Restated Property Insurance Sharing Agreement dated June 27, 2003 (as so amended, the “Agreement”), whereby the Original Subsidiaries agreed to obtain certain blanket policies of insurance with respect to all Projects owned by the Original Subsidiaries, and to empower the Services Company to procure such policies of insurance;

WHEREAS, in separate transactions the Operating Partnership indirectly acquired, through the Acquired Subsidiaries, fee simple, ground lease and/or joint venture interests in the properties located opposite such Acquired Subsidiary’s name inExhibit B hereto;

WHEREAS, certain existing entities (the “Existing Entities”) with interests in the properties located opposite such entities’ name inExhibit D hereto were added to the blanket policies of insurance by the Operating Partnership and have agreed to empower the Services Company to procure such policies of insurance;

WHEREAS, in separate transactions the Operating Partnership indirectly acquired, through certain subsidiaries (the “Interim Subsidiaries”), fee simple, ground lease and/or joint venture interests in the properties located opposite such Interim Subsidiary’s name inExhibit E hereto, and subsequently dissolved the Interim Subsidiaries and (i) sold the properties held by such Interim Subsidiary or (ii) transferred the properties to another subsidiary of the Operating Partnership;

WHEREAS, in separate transactions the Disposed Subsidiaries were dissolved and the properties held by such Disposed Subsidiary were either (i) sold or (ii) transferred to another party to this Second Amendment.

WHEREAS, the parties hereto wish to amend the Agreement to add the Acquired Subsidiaries and Existing Entities as Partnerships and the Acquired Subsidiaries and Existing Entities wish to be added as Partnerships on the terms and conditions set forth in the Agreement;

WHEREAS, the parties hereto wish to amend the Agreement to remove the Disposed Subsidiaries as Partnerships on the terms and conditions set forth in the Agreement;

WHEREAS, the parties hereto wish to allow the Operating Partnership to add and/or remove certain subsidiaries as Partnerships without requiring further amendment to the Agreement;

WHEREAS, the parties hereto wish to amend and restateSchedule 1, the specific description of the Projects, in the form attached hereto; and

WHEREAS, the parties hereto wish to combine the information previously presented onSchedules 2, 3 and 4 into a consolidated presentation on an amended and restatedSchedule 2.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partnerships hereby agree to amend Agreement as follows:

1. Addition of Acquired Subsidiaries and Existing Entities; Acknowledgement of Interim Subsidiaries. The parties hereto hereby agree that the Acquired Subsidiaries and the Existing Entities are added to the Agreement as Partnerships. The parties hereto further agree that any reference in the Agreement to the Partnerships and the Projects shall include the Acquired Subsidiaries and the Existing Entities. Each Acquired Subsidiary and Existing Entity hereby appoints the Services Company as its agent and representative, and shall cause the Services Company to procure and continue in force on behalf of the Acquired Subsidiaries, the Existing Entities and the Partnerships such policies of insurance on the Projects and the projects of the Acquired Subsidiaries and the Existing Entities as the Services Company shall determine to be necessary or appropriate from time to time on the terms set forth in the Agreement. The parties hereto further acknowledge that each of the foregoing provisions applied to the Interim Subsidiaries for the duration of their existence.

2. Deletion of Disposed Subsidiaries. The parties hereto hereby agree that the Disposed Subsidiaries are removed from the Agreement as Partnerships. The parties hereto further agree that any reference in the Agreement to the Partnerships and the Projects shall not include the Disposed Subsidiaries. The Services Company shall have no further obligation to procure or continue in force on behalf of each Disposed Subsidiary any policy of insurance on the Disposed Subsidiaries or their associated Projects.

3. Consolidation of Schedules 2, 3 and 4; Common Benefit Insurance. The parties hereto hereby agree that (a) the information currently presented onSchedules 2, 3 and 4 shall be

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combined into a consolidated amended and restatedSchedule 2 as attached hereto; (b) the notification obligations set forth under Section 4 of the Agreement shall be satisfied by such amended and restatedSchedule 2; (c) that the Common Benefit Insurance outlined on such amended and restatedSchedule 2 is appropriate for the first year, or portion thereof, following the effective date of this Second Amendment; and (d) such amended and restatedSchedule 2 is hereby ratified and approved by the Partnerships and shall replaceSchedules 2, 3 and 4 of the Agreement.

4. Addition or Removal of Partnerships. The parties hereto hereby agree that the Operating Partnership shall, in its sole and absolute discretion, have the ability to add or remove subsidiaries of the Operating Partnership as Partnerships under the Agreement,provided,however,that no such subsidiary shall be considered a Partnership under the Agreement unless and until such subsidiary executes and delivers to the Operating Partnership a written agreement substantially in the form attached hereto asExhibit F pursuant to which such subsidiary shall agree to become a party to, and to be bound by and to comply with the provisions of, the Agreement in the same capacity as a Partnership.

5. Amendment to Exhibits. The parties hereto hereby agree that, as applicable,Exhibit B,Exhibit C andExhibit D to this Second Amendment shall be deemed to be automatically amended from time to time, without requiring the consent of any party, to reflect the addition or removal of Partnerships by the Operating Partnership in compliance with this Agreement.

6. Amendment and Restatement of Schedule 1. The parties hereto hereby agree thatSchedule 1 shall be amended and restated as attached hereto, and such amended and restatedSchedule 1 is hereby ratified and approved by the Partnerships.

7. Terms of the Agreement. Except as set forth herein, the Agreement and the terms thereof shall remain in full force and effect.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Partnerships have executed this Second Amendment to the Amended and Restated Property Insurance Sharing Agreement as of the day and year first above written.

“OPERATING PARTNERSHIP”

MAGUIRE PROPERTIES, L.P.,
a Maryland limited partnership
By:	MAGUIRE PROPERTIES, INC.,
	a Maryland corporation its General Partner
	By:	/s/ MARTIN A. GRIFFITHS
	Name:	Martin A. Griffiths
	Title:	Executive Vice President and Chief Financial Officer

S-1

“SERVICES COMPANY”

MAGUIRE PROPERTIES SERVICES, INC.,
a Maryland corporation
By:	/s/ MARTIN A. GRIFFITHS
Name:	Martin A. Griffiths
Title:	Treasurer

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“INITIAL SUBSIDIARIES”

North Tower, LLC,
a Delaware limited liability company
	By:	North Tower Mezzanine, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties, L.P.,
			a Maryland limited partnership its sole member
			By:	Maguire Properties, Inc.
				a Maryland corporation its sole general partner
				By:	/s/ MARTIN A. GRIFFITHS
				Name:	Martin A. Griffiths
				Title:	Executive Vice President and Chief Financial Officer

S-3

Maguire Properties – 555 W. Fifth, LLC
a Delaware limited liability company
	By:	Maguire Properties – 555 W. Fifth Mezzanine, LLC
		a Delaware limited liability company Its sole member
		By:	Maguire Properties, L.P.
			a Maryland limited partnership Its sole member
			By:	Maguire Properties, Inc.
				a Maryland corporation Its sole general partner
				By:	/s/ MARTIN A. GRIFFITHS
				Name:	Martin A. Griffiths
				Title:	Executive Vice President and Chief Financial Officer

S-4

Maguire Properties – 611 N. Brand, LLC,
a Delaware limited liability company
	By:	Maguire Properties – 611 N. Brand Mezzanine, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Glendale, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership Its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-5

Maguire Properties – Glendale II, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-6

Maguire Partners – Solana, L.P.,
a Texas limited partnership
	By:	Maguire Partners – Solana GP, LLC,
		a Delaware limited liability company its sole general partner
		By:	Maguire Partners – Solana Business Trust,
			a Delaware business trust its sole member and manager
			By:	/s/ ROBERT F. MAGUIRE III
			Name:	Robert F. Maguire III
			Title:	Managing Trustee

S-7

Maguire Partners – Solana Land, L.P.,
a Texas limited partnership
	By:	Maguire Partners – Solana Land GP, LLC,
		a Delaware limited liability company its sole general partner
		By:	Maguire Partners – Solana Land Business Trust,
			a Delaware business trust its sole member and manager
			By:	/s/ ROBERT F. MAGUIRE III
			Name:	Robert F. Maguire III
			Title:	Managing Trustee

S-8

Maguire Partners – 740 South Olive Street, LP
a California limited partnership
	By:	Maguire Partners – 740 Olive Street GP, LLC,
		a Delaware limited liability company its sole general partner
		By:	Maguire Partners – 740 South Olive,
			a California limited partnership its sole member
			By:	/s/ ROBERT F. MAGUIRE III
			Name:	Robert F. Maguire III
			Title:	General Partner

S-9

Library Square Associates, LLC,
a Delaware limited liability company
	By:	Bunker Hill Senior Mezzanine, LLC,
		a Delaware limited liability company its sole member
		By:	Bunker Hill Junior Mezzanine, LLC,
			a Delaware limited liability company its sole member
			By:	New BHE, LLC
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.,
						a Maryland corporation Its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-10

Maguire Partners – Plaza Las Fuentes, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-11

Maguire Properties – 355 S. Grand, LLC,
a Delaware limited liability company
	By:	Maguire Properties – 355 S. Grand Mezzanine, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – 355 S. Grand Junior Mezzanine, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.,
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-12

Maguire Thomas Partners – 17th & Grand, LLC,
a Delaware limited liability company
	By:	/s/ ROBERT F. MAGUIRE III
	Name:	Robert F. Maguire III
	Title:	President and Secretary

S-13

Maguire Properties – One Cal Plaza, LLC
a Delaware limited liability company
	By:	Maguire Macquarie Office, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire MO Manager, LLC,
			a Delaware limited liability company its non-member manager
			By:	Maguire Properties Services, Inc.,
				a Maryland corporation its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole stockholder
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-14

“ACQUIRED SUBSIDIARIES”

Maguire Properties – 777 Tower, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-15

Maguire Properties – 3301 Exposition, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-16

Maguire Properties – Lantana South, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-17

Maguire Properties – Lantana North, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-18

Maguire Properties – 701 N. Brand, LLC,
a Delaware limited liability company
	By:	Maguire Properties – TRS Holdings Inc.,
		a Maryland corporation its sole member
		By:	Maguire Properties – Holdings II, LLC,
			a Delaware limited liability company its sole stockholder
			By:	Maguire Properties – Holdings I, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-19

Maguire Properties – 350 S. Figueroa, LLC
a Delaware limited liability company
	By:	Maguire Properties – 350 S. Figueroa Mezzanine, LLC
		a Delaware limited liability company its sole member
		By:	Maguire Properties, L.P.
			a Maryland limited partnership its sole member
			By:	Maguire Properties, Inc.
				a Maryland corporation its sole general partner
				By:	/s/ MARTIN A. GRIFFITHS
				Name:	Martin A. Griffiths
				Title:	Executive Vice President and Chief Financial Officer

S-20

Maguire Properties – 3030 Olympic, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-21

Maguire Properties – Park Place, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-22

Maguire Properties – Park Place Hotel, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-23

Maguire Properties – Park Place Shops, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-24

Maguire Properties – Park Place Master Development, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-25

Maguire Properties – Park Place SP Development, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-26

Maguire Properties – Park Place Parking, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-27

Maguire Properties – Park Place PS5, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-28

Maguire Properties – Park Place PS2, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-29

Maguire Properties – Irvine MV Development, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-30

Maguire Properties – Irvine MV Campus, LLC,
a Delaware limited liability company
	By:	Maguire Macquarie Office, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire MO Manager, LLC,
			a Delaware limited liability company its non-member manager
			By:	Maguire Properties Services, Inc.,
				a Maryland corporation its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole stockholder
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-31

Maguire Properties – 3161 Michelson, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-32

Maguire Properties – 3121 Michelson, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-33

Maguire Properties – 17885 Von Karman, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-34

Maguire Properties – 801 N. Brand, LLC,
a Delaware limited liability company
	By:	Maguire Properties – TRS Holdings Inc.,
		a Maryland corporation its sole member
		By:	Maguire Properties – Holdings II, LLC,
			a Delaware limited liability company its sole stockholder
			By:	Maguire Properties – Holdings I, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-35

Maguire Properties – 700 N. Central, LLC,
a Delaware limited liability company
	By:	Maguire Properties – TRS Holdings Inc.,
		a Maryland corporation its sole member
		By:	Maguire Properties – Holdings II, LLC,
			a Delaware limited liability company its sole stockholder
			By:	Maguire Properties – Holdings I, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-36

Maguire Properties – Pacific Arts Plaza, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings II, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings I, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-37

Maguire Properties – Denver Center, LLC,
a Delaware limited liability company
	By:	Maguire Macquarie Office, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire MO Manager, LLC,
			a Delaware limited liability company its non-member manager
			By:	Maguire Properties Services, Inc.,
				a Maryland corporation its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole stockholder
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-38

Maguire Properties – San Diego Tech Center, LLC,
a Delaware limited liability company
	By:	Maguire Macquarie Office, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire MO Manager, LLC,
			a Delaware limited liability company its non-member manager
			By:	Maguire Properties Services, Inc.,
				a Maryland corporation its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole stockholder
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-39

Maguire Macquarie/ Cerritos I, LLC,
a Delaware limited liability company
	By:	Maguire Macquarie Office, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire MO Manager, LLC,
			a Delaware limited liability company its non-member manager
			By:	Maguire Properties Services, Inc.,
				a Maryland corporation its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole stockholder
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-40

Maguire Properties – Stadium Gateway, L.P.,
a Delaware limited partnership
	By:	Maguire Properties – Stadium Gateway, LLC,
		a Delaware limited liability company its sole general partner
		By:	Maguire Macquarie Office, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire MO Manager, LLC,
				a Delaware limited liability company its non-member manager
				By:	Maguire Properties Services, Inc.,
					a Maryland corporation its sole member
					By:	Maguire Properties, L.P.,
						a Maryland limited partnership its sole stockholder
						By:	Maguire Properties, Inc.
							a Maryland corporation its sole general partner
							By:	/s/ MARTIN A. GRIFFITHS
							Name:	Martin A. Griffiths
							Title:	Executive Vice President and Chief Financial Officer

S-41

Maguire Properties – 207 Goode, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings I, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties, L.P.,
			a Maryland limited partnership its sole member
			By:	Maguire Properties, Inc.
				a Maryland corporation its sole general partner
				By:	/s/ MARTIN A. GRIFFITHS
				Name:	Martin A. Griffiths
				Title:	Executive Vice President and Chief Financial Officer

S-42

Maguire Properties – Two Cal Plaza, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings IV, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings III, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-43

Maguire Properties – 550 South Hope, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings IV, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings III, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-44

Maguire Properties – 1920 Main Plaza, LLC,
a Delaware limited liability company
	By:	Maguire Properties – TRS Holdings Inc.,
		a Maryland corporation its sole member
		By:	Maguire Properties – Holdings II, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties – Holdings I, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-45

Maguire Properties – 2010 Main Plaza, LLC,
a Delaware limited liability company
	By:	Maguire Properties – TRS Holdings Inc.,
		a Maryland corporation its sole member
		By:	Maguire Properties – Holdings II, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties – Holdings I, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-46

Maguire Properties – 18581 Teller, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings IV, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings III, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-47

Maguire Properties – 2600 Michelson, LLC,
a Delaware limited liability company
	By:	MP – 2600 Michelson Mezzanine, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings IV, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties – Holdings III, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-48

Maguire Properties – 500 Orange Tower, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings IV, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings III, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-49

Maguire Properties – Stadium Towers, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Stadium Towers Mezzanine, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings IV, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties – Holdings III, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-50

Maguire Properties – City Tower, LLC,
a Delaware limited liability company
	By:	MP – City Tower Mezzanine, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – TRS Holdings II Inc.,
			a Maryland corporation its sole member
			By:	Maguire Properties – Holdings IV, LLC,
				a Delaware limited liability company its sole stockholder
				By:	Maguire Properties – Holdings III, LLC,
					a Delaware limited liability company its sole member
					By:	Maguire Properties, L.P.,
						a Maryland limited partnership its sole member
						By:	Maguire Properties, Inc.
							a Maryland corporation its sole general partner
							By:	/s/ MARTIN A. GRIFFITHS
							Name:	Martin A. Griffiths
							Title:	Executive Vice President and Chief Financial Officer

S-51

Maguire Properties – Griffin Towers, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings IV, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings III, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-52

Maguire Properties –Brea Corporate Place, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings IV, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings III, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-53

Maguire Properties – Brea Financial Commons, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings IV, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings III, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-54

Maguire Properties – 3800 Chapman, LLC,
a Delaware limited liability company
	By:	Maguire Properties – TRS Holdings II Inc.,
		a Maryland corporation its sole member
		By:	Maguire Properties – Holdings IV, LLC,
			a Delaware limited liability company its sole stockholder
			By:	Maguire Properties – Holdings III, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-55

Maguire Properties – City Parkway, LLC,
a Delaware limited liability company
	By:	Maguire Properties – City Parkway Mezzanine, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – TRS Holdings II Inc.,
			a Maryland corporation its sole member
			By:	Maguire Properties – Holdings IV, LLC,
				a Delaware limited liability company its sole stockholder
				By:	Maguire Properties – Holdings III, LLC,
					a Delaware limited liability company its sole member
					By:	Maguire Properties, L.P.,
						a Maryland limited partnership its sole member
						By:	Maguire Properties, Inc.
							a Maryland corporation its sole general partner
							By:	/s/ MARTIN A. GRIFFITHS
							Name:	Martin A. Griffiths
							Title:	Executive Vice President and Chief Financial Officer

S-56

Maguire Properties – Mission City Center, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings II, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings I, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-57

Maguire Properties – Pacarts West, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings I, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties, L.P.,
			a Maryland limited partnership its sole member
			By:	Maguire Properties, Inc.
				a Maryland corporation its sole general partner
				By:	/s/ MARTIN A. GRIFFITHS
				Name:	Martin A. Griffiths
				Title:	Executive Vice President and Chief Financial Officer

S-58

Maguire Properties – 755 S. Figueroa, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings I, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties, L.P.,
			a Maryland limited partnership its sole member
			By:	Maguire Properties, Inc.
				a Maryland corporation its sole general partner
				By:	/s/ MARTIN A. GRIFFITHS
				Name:	Martin A. Griffiths
				Title:	Executive Vice President and Chief Financial Officer

S-59

Maguire Properties – 2385 Northside, LLC,
a Delaware limited liability company
	By:	Maguire Properties – Holdings II, LLC,
		a Delaware limited liability company its sole member
		By:	Maguire Properties – Holdings I, LLC,
			a Delaware limited liability company its sole member
			By:	Maguire Properties, L.P.,
				a Maryland limited partnership its sole member
				By:	Maguire Properties, Inc.
					a Maryland corporation its sole general partner
					By:	/s/ MARTIN A. GRIFFITHS
					Name:	Martin A. Griffiths
					Title:	Executive Vice President and Chief Financial Officer

S-60

Maguire Properties – 130 S. State College, LLC,
a Delaware limited liability company
	By:	Maguire Properties, L.P.,
		a Maryland limited partnership its sole member
		By:	Maguire Properties, Inc.,
			a Maryland corporation its sole general partner
			By:	/s/ MARTIN A. GRIFFITHS
			Name:	Martin A. Griffiths
			Title:	Executive Vice President and Chief Financial Officer

S-61

Maguire Properties – City Plaza, LLC,
a Delaware limited liability company
	By:	Maguire Properties – TRS Holdings II Inc.,
		a Maryland corporation its sole member
		By:	Maguire Properties – Holdings IV, LLC,
			a Delaware limited liability company its sole stockholder
			By:	Maguire Properties – Holdings III, LLC,
				a Delaware limited liability company its sole member
				By:	Maguire Properties, L.P.,
					a Maryland limited partnership its sole member
					By:	Maguire Properties, Inc.
						a Maryland corporation its sole general partner
						By:	/s/ MARTIN A. GRIFFITHS
						Name:	Martin A. Griffiths
						Title:	Executive Vice President and Chief Financial Officer

S-62

“EXISTING ENTITIES”

Maguire Partners – 1733 Ocean, LLC,
a Delaware limited liability company
	By:	MP – Ocean Manager I, Inc.
		a California corporation its manager
		By:	/s/ ROBERT F. MAGUIRE III
		Name:	Robert F. Maguire III
		Title:	Chief Executive Officer

S-63

Playa Vista – Water’s Edge, LLC,
a Delaware limited liability company
	By:	Maguire Partners SCS, Inc.
		a California corporation its manager
		By:	/s/ ROBERT F. MAGUIRE III
		Name:	Robert F. Maguire III
		Title:	Secretary

S-64

Maguire Partners – Water’s Edge Property Holdings, LLC,
a Delaware limited liability company
	By:	MP – Water’s Edge Mezzanine, LLC,
		a Delaware limited liability company its manager
		By:	MP– Playa Vista – Water’s Edge, LLC,
			a Delaware limited liability company its manager
By:	Maguire Properties – Holdings III, LLC,
		a Delaware limited liability company its sole member
		By:	/s/ ROBERT F. MAGUIRE III
		Name:	Robert F. Maguire III
		Title:	Manager

S-65

Maguire Partners – WAP, LLC,
a Delaware limited liability company
	By:	Maguire Partners SCS, Inc.
		a California corporation its manager
		By:	/s/ ROBERT F. MAGUIRE III
		Name:	Robert F. Maguire III
		Title:	President

S-66

IN WITNESS WHEREOF, the undersigned hereby agrees to perform and comply with its obligations and duties under the foregoing Second Amendment to the Amended and Restated Property Insurance Sharing Agreement as of the day and year first above written.

“MANAGER”

MAGUIRE PROPERTIES SERVICES, INC.,
a Maryland corporation
By:	/s/ MARTIN A. GRIFFITHS
Name:	Martin A. Griffiths
Title:	Treasurer

S-67

Exhibit A

Initial Subsidiaries

Subsidiary	Property
North Tower, LLC, a Delaware limited liability company	Wells Fargo Tower (Los Angeles), 333 S. Grand Avenue, Los Angeles, California
Maguire Properties – 555 W. Fifth, LLC, a Delaware limited liability company	Gas Company Tower, 555 W. Fifth Street, Los Angeles, California World Trade Center Garage – North, 350 S. Figueroa Street, Los Angeles, California
Maguire Properties – 611 N. Brand, LLC, a Delaware limited liability company	Glendale Center, 611 N. Brand Boulevard, Glendale, California Glendale Center Parking Garage, 611 N. Brand Boulevard, Glendale, California
Maguire Properties – Glendale II, LLC, a Delaware limited liability company	Land parcel
Maguire Properties, L.P., a Maryland limited partnership	Maguire Properties – Corporate Office (Accounting), 333 S. Grand Avenue, Suite 400, Los Angeles, California Maguire Properties – Corporate Office, 355 S. Grand Avenue, Suite 3300, Los Angeles, California Maguire Properties – Executive Office, 1733 Ocean Avenue, Suite 400, Santa Monica, California

A-1

Exhibit A

Initial Subsidiaries

Subsidiary

Property

Maguire Partners – Solana, L.P., a Texas limited partnership

Solana – Village Retail Building, 3 Village Circle, Westlake, Texas Solana – Village Center Office Building I, 9 Village Circle, Westlake, Texas Solana – Village Center Office Building III, 7 Village Circle, Westlake, Texas Solana Campus Circle – Bldg. 1, 1 Campus Circle, Westlake, Texas Solana Campus Circle – Bldg. 2, 2 Campus Circle, Westlake, Texas Solana Campus Circle – Bldg. 3, 3 Campus Circle, Westlake, Texas Solana Campus Circle – Bldg. 4, 4 Campus circle, Westlake, Texas Solana Campus Circle – Bldg. 5, 5 Campus Circle, Westlake, Texas Solana Campus Circle – Bldg. 6, 6 Campus Circle, Westlake, Texas Solana Campus Circle – Bldg. 7, 7 Campus Circle, Westlake, Texas Solana Campus Circle – Bldg. 8, 8 Campus Circle, Westlake, Texas Solana Sports Club, 2902 Sams School Road, Westlake, Texas Marriott Solana Hotel, 5 Village Circle, Westlake, Texas Solana Parking Structure A, 1 Campus Circle, Westlake, Texas Solana Parking Structure B, 1 Campus Circle, Westlake, Texas Solana Parking Structure – 9 Village Circle, Westlake, Texas Solana Parking Structure – 7 Village Circle, Westlake, Texas Solana – Southlake (Sabre), 1 East Kirkwood Boulevard, Southlake, Texas Solana – Southlake Parking Structure, 1 East Kirkwood Boulevard, Southlake, Texas Solana – Southlake (Sabre), 1 East Kirkwood Boulevard, Southlake, Texas

A-2

Exhibit A

Initial Subsidiaries

Subsidiary	Property
Maguire Partners – Solana Land, L.P., a Texas limited partnership	Land parcel for future development
Maguire Partners – 740 South Olive Street, L.P., a California limited partnership	740 S. Olive, Los Angeles, California Surface Parking – 737 S. Hill Street, Los Angeles, California
Library Square Associates, LLC, a Delaware limited liability company	US Bank Tower, 633 W. Fifth Street, Los Angeles, California Maguire Gardens Retail Building (Café Pinot), 700 W. Fifth Street, Los Angeles, California Westlawn Garage, 542 S. Flower Street, Los Angeles, California
Maguire Properties – Plaza Las Fuentes, LLC, a Delaware limited liability company	Plaza Las Fuentes – Hotel, 191 N. Los Robles, Pasadena, California Plaza Las Fuentes – Office, 135 N. Los Robles, Pasadena, California Plaza Las Fuentes – Subterranean Parking, 191 N. Los Robles, Pasadena, California (owned by city of Pasadena; managed & insured by Maguire Properties, L.P.)
Maguire Properties – 355 S. Grand, LLC, a Delaware limited liability company1	KPMG Tower, 355 S. Grand Avenue, Suite 3300, Los Angeles, California X-2 Garage, 355 S. Grand Avenue, Los Angeles, California
Maguire Thomas Partners – 17th & Grand, LLC, a Delaware limited liability company	17th & Grand Parking Structure, 240 W. Venice Boulevard, Los Angeles, California
Maguire Properties – One Cal Plaza, LLC, a Delaware limited liability company	One Cal Plaza, 300 S. Grand Avenue, Los Angeles, California

¹ As part of refinancing, this entity was created to replace Maguire Partners – 355 S. Grand, LLC.

A-3

Exhibit B

Acquired Subsidiaries

Subsidiary	Property
Maguire Properties – 777 Tower, LLC, a Delaware limited liability company	777 Tower, 777 S. Figueroa Street, Los Angeles, California 777 Tower Parking Structure, 945 W. 8th Street, Los Angeles, California
Maguire Properties – 3301 Exposition, LLC, a Delaware limited liability company	3301 South, 3301 Exposition Boulevard, Santa Monica, California
Maguire Properties – Lantana South, LLC, a Delaware limited liability company	Lantana Entertainment Media Campus – South, 3003 Exposition Boulevard, Santa Monica, California
Maguire Properties – Lantana North, LLC, a Delaware limited liability company	Lantana Entertainment Media Campus – North, 3000 W. Olympic Boulevard, Santa Monica, California Lantana Entertainment Media Campus – North, 2900 W. Olympic Boulevard, Santa Monica, California
Maguire Properties – 701 N. Brand, LLC, a Delaware limited liability company	701 N. Brand Boulevard, Glendale, California 701 N. Brand Pkg Structure, 127 Burchett, Glendale, California 127 Burchett Pkg Structure, 127 Burchett, Glendale, California (50% interest)
Maguire Properties – 350 S. Figueroa, a Delaware limited liability company	World Trade Center Garage – North, 350 S. Figueroa Street, Los Angeles, California
Maguire Properties – 3030 Olympic, LLC, a Delaware limited liability company	3302 East, 3030 Olympic Boulevard, Santa Monica, California
Maguire Properties – Park Place, LLC, a Delaware limited liability company	Park Place I, 3333 Michelson Drive, Irvine, California Park Place I – Building 2, 3337 Michelson Drive, Irvine, California Park Place I – Building 3, 3345 Michelson Drive, Irvine, California Park Place I – Building 4, 3347 Michelson Drive, Irvine, California Park Place I – Building 5, 3349 Michelson Drive, Irvine, California Park Place I – Building 6, 3351 Michelson Drive, Irvine, California Park Place I – Building 7, 3353 Michelson Drive, Irvine, California Park Place I – Building 8, 3355 Michelson Drive, Irvine, California

B-1

Exhibit B

Acquired Subsidiaries

Subsidiary	Property
Maguire Properties – Park Place Hotel, LLC, a Delaware limited liability company	Land parcel
Maguire Properties – Park Place Shops, LLC, a Delaware limited liability company	Shops at Park Place – 2957 Michelson Drive, 2957 Michelson Drive, Irvine, California Shops at Park Place – 2961 – 2963 Michelson Drive, 2961 – 2963 Michelson Drive, Irvine, California Shops at Park Place – 2967 Michelson Drive, 2967 Michelson Drive, Irvine, California Shops at Park Place – 2981 – 2983 Michelson Drive, 2981 – 2983 Michelson Drive, Irvine, California Shops at Park Place – 2991 Michelson Drive, 2991 Michelson Drive, Irvine, California Shops at Park Place – 3021 – 3041 Michelson Drive, 3021 – 3041 Michelson Drive, Irvine, California Shops at Park Place – 3309 Michelson Drive, 3309 Michelson Drive, Irvine, California
Maguire Properties – Park Place Master Development, LLC, a Delaware limited liability company	Land parcel
Maguire Properties – Park Place SP Development, LLC, a Delaware limited liability company	Land parcel
Maguire Properties – Park Place Parking, LLC, a Delaware limited liability company	Park Place II – Parking Structure #1, 3101 Michelson Drive, Irvine, California Park Place II – Parking Structure #6, 3323 Michelson Drive, Irvine, California
Maguire Properties – Park Place PS5, LLC, a Delaware limited liability company	Park Place II – Parking Structure #5, 3377 Michelson Drive, Irvine, California
Maguire Properties – Park Place PS2, LLC, a Delaware limited liability company	Park Place II – Parking Structure #2, 3151 Michelson Drive, Irvine, California
Maguire Properties – Irvine MV Development, LLC, a Delaware limited liability company	Common areas of Washington Mutual Irvine Campus

B-2

Exhibit B

Acquired Subsidiaries

Subsidiary	Property
Maguire Properties – Irvine MV Campus, LLC, a Delaware limited liability company	Washington Mutual Irvine Campus – Bldg A, 17875 Von Karman Avenue., Irvine, California Washington Mutual Irvine Campus – Bldg B, 17877 Von Karman Avenue., Irvine, California Washington Mutual Irvine Campus – Bldg C, 17872 Gillette Avenue., Irvine, California Washington Mutual Irvine Campus – Bldg D, 17838 Gillete Avenue., Irvine, California Washington Mutual Irvine Campus – Bldg. A. – Pkg Structure, 17875 Von Karman Avenue., Irvine, California
Maguire Properties – 3161 Michelson, LLC, a Delaware limited liability company	Park Place II – 3161 Bldg., 3161 Michelson Drive, Irvine, California
Maguire Properties – 3121 Michelson, LLC, a Delaware limited liability company	Park Place II – 3121 Bldg., 3121 Michelson Drive, Irvine, California
Maguire Properties – 17885 Von Karman, LLC, a Delaware limited liability company	Washington Mutual Irvine Campus – Bldg. A. – Pkg Structure, 17875 Von Karman Avenue., Irvine, California
Maguire Properties – 801 N. Brand, LLC, a Delaware limited liability company	801 N. Brand Boulevard, Glendale, California
Maguire Properties – 700 N. Central, LLC, a Delaware limited liability company	700 N. Central Avenue, Glendale, California 127 Burchett Parking Structure, Glendale, California (50% interest)

B-3

Exhibit B

Acquired Subsidiaries

Subsidiary	Property
Maguire Properties – Pacific Arts Plaza, LLC, a Delaware limited liability company	Pacific Arts Plaza I – Comerica Tower, 611 Anton Boulevard, Costa Mesa, California Pacific Arts Plaza I – Ditech Tower, 3200 Park Center Drive, Costa Mesa, California Pacific Arts Plaza I – BofA Tower, 675 Anton Boulevard, Costa Mesa, California Pacific Arts Plaza I – Jerry’s Deli, 3210 Park Center Drive, Costa Mesa, California Pacific Arts Plaza I – Chat Noir, 655 Anton Boulevard, Costa Mesa, California Pacific Arts Plaza I – TGIF Restaurant, 601 Anton Boulevard, Costa Mesa, California Pacific Arts Plaza I – Mastros, 633 Anton Boulevard, Costa Mesa, California Pacific Arts Plaza I – Surface Parking Lot, 3199 Park Center Drive, Costa Mesa, California Pacific Arts Plaza I – Central Plant, 3180 Park Center Drive, Costa Mesa, California Pacific Arts Plaza I – Parking Structure, 3201 Avenue of the Arts, Costa Mesa, California Pacific Arts Plaza IV, 3200 Bristol Street, Costa Mesa, California Pacific Arts Plaza IV (Parking Structure), 3200 Bristol Street, Costa Mesa, California
Maguire Properties – Denver Center, LLC, a Delaware limited liability company	Wells Fargo Denver Center, 1700 Lincoln Street, Denver, Colorado Wells Fargo Denver Center (Parking Structure), 1700 Sherman Street, Denver, Colorado

B-4

Exhibit B

Acquired Subsidiaries

Subsidiary	Property
Maguire Properties – San Diego Tech Center, LLC, a Delaware limited liability company	San Diego Tech Center 1, 9605 Scranton Road, San Diego, California San Diego Tech Center 2, 9645 Scranton Road, San Diego, California San Diego Tech Center 3, 9725 Scranton Road, San Diego, California San Diego Tech Center 3D, 9685 Scranton Road, San Diego, California San Diego Tech Center 4, 9805 Scranton Road, San Diego, California San Diego Tech Center 5, 9855 Scranton Road, San Diego, California San Diego Tech Center 5A, 10055 Barnes Canyon Road, San Diego, California San Diego Tech Center 5B, 10075 Barnes Canyon Road, San Diego, California San Diego Tech Center 5C, 10065 Barnes Canyon Road, San Diego, California San Diego Tech Center – Fitness Center, 9735 Scranton Road, San Diego, California San Diego Tech Center – Restaurant, 9675 Scranton Road, San Diego, California
Maguire Macquarie/Cerritos I, LLC, a Delaware limited liability company	Cerritos I, 12900 Park Plaza Drive, Cerritos, California Cerritos I (Parking Structure), 12900 Park Plaza Drive, Cerritos, California Cerritos II, 12911 100 83rd Street, Cerritos, California
Maguire Properties – Stadium Gateway, L.P., a Delaware limited partnership	1900 S. State College Boulevard, Anaheim California
Maguire Properties – 207 Goode, LLC, a Delaware limited liability company	207 Goode Avenue, Glendale, California (parcel under development)
Maguire Properties – Two Cal Plaza, LLC, a Delaware limited liability company	Two Cal Plaza, 350 S. Grand Avenue, Los Angeles, California
Maguire Properties – 550 South Hope, LLC, a Delaware limited liability company	550 S. Hope, Los Angeles, California

B-5

Exhibit B

Acquired Subsidiaries

Subsidiary	Property
Maguire Properties – 1920 Main Plaza, LLC, a Delaware limited liability company	1920 Main Plaza, Los Angeles, California 1910 Main Plaza – El Torito, 1910 Main Plaza, Los Angeles, California 1970 Main Plaza – Parking Structure, 1970 Main Plaza, Los Angeles, California
Maguire Properties – 2010 Main Plaza, LLC, a Delaware limited liability company	2010 Main Plaza, Los Angeles, California 2010 Main Plaza – McCormick’s, 2000 Main Street, Los Angeles, California
Maguire Properties – 18581 Teller, LLC, a Delaware limited liability company	18581 Teller Avenue, Irvine, California
Maguire Properties – 2600 Michelson, LLC, a Delaware limited liability company	2600 Michelson Drive, Irvine, California 2600 Michelson – Parking Structure, 2602 Michelson Drive, Irvine, California
Maguire Properties – 500 Orange Tower, LLC, a Delaware limited liability company	500 Orange Tower – Tower A, 500 N. State College Boulevard, Anaheim, California 500 Orange Tower – Bldg 2, 450 N. State College Boulevard, Anaheim, California 500 Orange Tower – Parking Structure, 3520 W. Orangewood Avenue, Anaheim, California
Maguire Properties – Stadium Towers, LLC, a Delaware limited liability company	Stadium Tower Plaza, 2400 E. Katella Avenue, Anaheim, California Stadium Tower Plaza – Development, 2400 E. Katella Avenue, Anaheim, California Stadium Tower Plaza – Parking Structure, 2460 E. Katella Avenue, Anaheim, California
Maguire Properties – City Tower, LLC, a Delaware limited liability company	City Tower, 333 City Boulevard West, Orange, California City Tower – Parking Structure, 339 City Boulevard West, Orange, California
Maguire Properties – Griffin Towers, LLC, a Delaware limited liability company	Griffin Towers V – 5 Hutton, 5 Hutton Centre Drive, Santa Ana, California Griffin Towers V – 6 Hutton, 6 Hutton Centre Drive, Santa Ana, California Griffin Towers V – Parking Structure, 6B Hutton Centre Drive, Santa Ana, California

B-6

Exhibit B

Acquired Subsidiaries

Subsidiary	Property
Maguire Properties – Brea Corporate Place, LLC, a Delaware limited liability company	Brea Corporate Place – 135, 135 S. State College Boulevard, Brea, Orange, California Brea Corporate Place – 145, 145 S. State College Boulevard, Brea, Orange, California Brea Corporate Place – Parking Structure, 145 S. State College Boulevard, Brea, Orange, California
Maguire Properties – Brea Financial Commons, LLC, a Delaware limited liability company	Brea Financial Commons – 100, 100 S. State College Boulevard, Brea, Orange, California Brea Financial Commons – 120, 120 S. State College Boulevard, Brea, Orange, California Brea Financial Commons – 140, 140 S. State College Boulevard, Brea, Orange, California
Maguire Properties – 3800 Chapman, LLC, a Delaware limited liability company	The City – 3800 Chapman, 3800 W. Chapman Avenue, Orange, California
Maguire Properties – City Parkway, LLC, a Delaware limited liability company	City Parkway – 500, 500 City Parkway West, Orange, California City Parkway – 505, 505 City Parkway West, Orange, California City Parkway – 600, 600 City Parkway West, Orange, California
Maguire Properties – Mission City Center, LLC, a Delaware limited liability company	Mission City Center – Bldg. A, 2375 Northside Drive, San Diego, California Mission City Center – Bldg. B, 2355 Northside Drive, San Diego, California Mission City Center – Bldg. C, 2365 Northside Drive, San Diego, California Mission City Center – Parking Structure, 2355 – 2375 Northside Drive, San Diego, California Mission City Center – Parking Structure #2, 2355 – 2375 Northside Drive, San Diego, California
Maguire Properties – Pacarts West, LLC, a Delaware limited liability company	Pacific Arts Plaza – Surface Parking 3199 Park Center Drive, Costa Mesa, California
Maguire Properties – 755 S. Figueroa, LLC, a Delaware limited liability company	Land parcel
Maguire Properties – 2385 Northside, LLC, a Delaware limited liability company	Building Structure D, 2385 Northside Drive, San Diego, California

B-7

Exhibit B

Acquired Subsidiaries

Subsidiary	Property
Maguire Properties – 130 S. State College, LLC, a Delaware limited liability company	130 S. State College Boulevard, Brea, California
Maguire Properties – City Plaza, LLC, a Delaware limited liability company	City Plaza, 333 City Boulevard West, Orange, California

B-8

Exhibit C

Disposed Subsidiaries

Subsidiary	Property
Maguire Partners – 355 S. Grand, LLC, a Delaware limited liability company2	KPMG Tower (Wells Fargo Center South), 355 S. Grand Avenue, Los Angeles, California 235 S. Hill Street, Los Angeles, California
Maguire Partners – Plaza Las Fuentes, LLC, a Delaware limited liability company	Plaza Las Fuentes, 135 N. Los Robles, Pasadena, California Plaza Las Fuentes, 191 N. Los Robles, Pasadena, California
Maguire Properties – 808 S. Olive, LLC, a Delaware limited liability company	808 S. Olive Street, Los Angeles, California
Maguire/Cerritos I, LLC, a Delaware limited liability company	Cerritos Corporate Center Phase I, 12900 Park Plaza Drive, Cerritos, California Cerritos Corporate Center Phase II, 12911 Park Plaza Drive, Cerritos, California
Maguire Partners – 1733 Ocean, LLC, a California limited liability company	1733 Ocean Avenue, Santa Monica, California
Maguire Partners – 385 Colorado, LLC, a Delaware limited liability company	Plaza Las Fuentes – Phase II (Western Asset Plaza), 385 Colorado Boulevard, Pasadena, California

² Disposed in connection with refinancing.

C-1

Exhibit D

Existing Entities

Subsidiary	Property
Maguire Partners – 1733 Ocean, LLC, a Delaware limited liability company	1733 Ocean Avenue, Santa Monica, California Maguire Properties – Executive Office, 1733 Ocean Avenue, Suite 400, Santa Monica, California
Playa Vista – Water’s Edge, LLC, a Delaware limited liability company	Playa Vista – Water’s Edge
Maguire Partners – Water’s Edge Property Holdings, LLC, a Delaware limited liability company	Water’s Edge – 5510 Lincoln Boulevard, Los Angeles, California Water’s Edge – 5570 Lincoln Boulevard, Los Angeles, California Surface Parking – 5510 Lincoln Boulevard, Los Angeles, California
Maguire Partners – WAP, LLC, a Delaware limited liability company	Plaza Las Fuentes – Phase II (Western Asset Plaza), 385 Colorado Boulevard, Pasadena, California

D-1

Exhibit E

Interim Subsidiaries

Subsidiary	Property
Maguire Properties – Regents Square, LLC	Regents Square – Building 1, 4275 Executive Square, La Jolla, California Regents Square – Building 2, 4275 Executive Square, La Jolla, California Regents Square – Building 3, 4275 Executive Square, La Jolla, California Regents Square – Parking Structure, 4275 Executive Square, La Jolla, California
Maguire Properties – 18301 Von Karman, LLC	18301 Von Karman Avenue, Irvine, California
Maguire Properties – Tower 17, LLC	Tower Seventeen – Parking Structure, 18881 Von Karman Avenue, Irvine, California
Maguire Propeties – 1100 Executive Tower, LLC	1100 Executive Tower, 1100 Town & Country Road, Orange, California 1100 Executive Tower – Parking Structure, 729 S. Lawson Way, Orange, California
Maguire Properties – Lincoln Town Center, LLC	Lincoln Town Center, 2677 North Main Street, Santa Ana, California Lincoln Town Center – Parking Structure, 2677 North Main Street, Santa Ana, California

E-1

Exhibit F

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to the Amended and Restated Property Insurance Sharing Agreement, dated as of June 27, 2003 by and among MAGUIRE PROPERTIES, L.P., a Maryland limited partnership (the “Operating Partnership”), MAGUIRE PROPERTIES SERVICES, INC., a Maryland corporation (the “Services Company” or the “Manager”) and the Partnerships signatory thereto, as amended from time to time (the “Insurance Sharing Agreement”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Insurance Sharing Agreement.

By executing and delivering this Joinder Agreement to the Operating Partnership, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Insurance Sharing Agreement in the same manner as if the undersigned were an original signatory to such agreement.

The undersigned agrees that he shall be a Partnership as such term is defined in the Operating Agreement.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the    day of                    ,        .

Signature of Partnership