KILROY REALTY CORPORATION KILROY REALTY, L.P. Registration Rights AgreementKilroy Realty Corp • April 5th, 2007 • Real estate investment trusts • New York
Kilroy Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 3.25% Exchangeable Senior Notes due 2012 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, Kilroy Realty Corporation, a Maryland corporation and the sole general partner of the Operating Partnership (the “Company”), and the Representatives, dated March 27, 2007 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable into shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”). The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest by the Company. To induce the Initial Purchasers to enter into the Purchase Agreement and to
3.250% Exchangeable Senior Notes due 2012Indenture • April 5th, 2007 • Kilroy Realty Corp • Real estate investment trusts • New York
INDENTURE dated as of April 2, 2007 among Kilroy Realty, L.P., a Delaware limited partnership (hereinafter called the “Issuer”), Kilroy Realty Corporation, a Maryland corporation (hereinafter referred to as the “Guarantor” or, in its capacity as general partner of the Issuer, the “General Partner”), each having its principal office at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064, and U.S. Bank National Association, as Trustee hereunder.
To: Kilroy Realty, L.P. 12200 W. Olympic Boulevard, Suite 200 Los Angeles, California 90064 Attention: Richard E. Moran EVP and CFO Telephone No.: (310) 481-8400 Facsimile No.: (310) 481-6500 Re: Call Option TransactionKilroy Realty Corp • April 5th, 2007 • Real estate investment trusts
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Offering Memorandum dated March 27, 2007 (the “Offering Memorandum”) relating to the USD 400,000,000 principal amount of 3.25% Exchangeable Senior Notes due 2012 (the “Exchangeable Notes” and each USD 1,000 principal amount of Exchangeable Notes, an “Exchangeable Note”) issued by Counterparty pursuant to an Indenture to be dated as of April 2, 2007 among Counterparty, Parent, as guarantor, and U.S. Bank National Association, as trustee (as in effect on the date of its execution, the “Indenture”). In the event of any inconsistency between the terms defined
