KILROY REALTY CORPORATION KILROY REALTY, L.P. Registration Rights AgreementKilroy Realty Corp • November 25th, 2009 • 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 4.25% Exchangeable Senior Notes due 2014 (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 November 16, 2009 (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
KILROY REALTY, L.P., as Issuer KILROY REALTY CORPORATION, as Guarantor U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 20, 2009 4.25% Exchangeable Senior Notes due 2014Indenture • November 25th, 2009 • Kilroy Realty Corp • Real estate investment trusts • California
INDENTURE dated as of November 20, 2009 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.
November 16, 2009Kilroy Realty Corp • November 25th, 2009 • 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 November 16, 2009 (the “Offering Memorandum”) relating to the 4.25% Exchangeable Senior Notes due 2014 (the “Exchangeable Notes” and each USD 1,000 principal amount of Exchangeable Notes, an “Exchangeable Note”) issued in an aggregate initial principal amount of USD 150,000,000 by Counterparty pursuant to an Indenture to be dated as of November 20, 2009 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 inconsist
November 20, 2009Letter Agreement • November 25th, 2009 • Kilroy Realty Corp • 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 November 16, 2009 (the “Offering Memorandum”) relating to the 4.25% Exchangeable Senior Notes due 2014 (the “Exchangeable Notes” and each USD 1,000 principal amount of Exchangeable Notes, an “Exchangeable Note”) issued in an aggregate initial principal amount of USD 150,000,000 by Counterparty pursuant to an Indenture dated as of November 20, 2009 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 b
