Arden Realty Ltd Sample Contracts

Arden Realty Limited Partnership – PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH (March 1st, 2005)

Exhibit 4.1 ARDEN REALTY LIMITED PARTNERSHIP 5.25% Note due 2015 No. 001 $300,000,000 CUSIP No. 03979GAL9 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL THIS NOTE IS EXCHAN

Arden Realty Limited Partnership – UNDERWRITING AGREEMENT (March 1st, 2005)

Exhibit 1.1 ARDEN REALTY LIMITED PARTNERSHIP $300,000,000 5.25% NOTES DUE 2015 UNDERWRITING AGREEMENT February 23, 2005 J.P. MORGAN SECURITIES INC. WACHOVIA CAPITAL MARKETS, LLC DEUTSCHE BANK SECURITIES INC. BEAR, STEARNS & CO. INC. CREDIT SUISSE FIRST BOSTON LLC LEHMAN BROTHERS INC. MORGAN STANLEY & CO. INCORPORATED A.G. EDWARDS & SONS, INC. LAZARD FRERES & CO. LLC WELLS FARGO SECURITIES, LLC c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 and c/o Wachovia Capital Markets, LLC 301 South College Street 7th Floor Charlotte, North Carolina 28288 Dear Sirs: Arden Realty Limited Partnership, a Maryland limited partnership (the "Issuer"), the sole general partner of which is Arden Realty, Inc., a

Arden Realty Limited Partnership – PURSUANT TO SECTIONS 301 AND 303 OF THE INDENTURE (March 1st, 2005)

EXHIBIT 4.3 OFFICERS' CERTIFICATE PURSUANT TO SECTIONS 301 AND 303 OF THE INDENTURE FEBRUARY 28, 2005 The undersigned, Victor J. Coleman, the President and Chief Operating Officer of Arden Realty, Inc., a Maryland corporation (the "Company"), the sole general partner of Arden Realty Limited Partnership, a Maryland limited partnership (the "Issuer"), and Richard S. Davis, the Executive Vice President and Chief Financial Officer of the Company, herein certify on behalf of the Issuer as follows: The undersigned, having read the Indenture, dated as of March 14, 2000 (the "Indenture"), between the Issuer and The Bank of New York, as trustee, including Sections 201, 301 and 303 thereof, and the definitions in such Indenture relating thereto and certain other corporate documents and records, and having made such examin

Arden Realty Limited Partnership – TERM LOAN AGREEMENT (February 18th, 2005)

EXHIBIT 10.2 AMENDMENT NO. 3 TO TERM LOAN AGREEMENT THIS AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (the "Amendment"), dated February 14, 2005, is entered into by and among ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership ("Borrower"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("Administrative Agent"), in its capacity as Administrative Agent, Sole Lead Arranger and as a Lender (Wells Fargo Bank, National Association, is sometimes herein also referred to as "Wells Fargo") and WACHOVIA BANK, N.A., as Lenders. R E C I T A L S A. Pursuant to the terms of a Term Loan Agreement, dated as of September 19, 2002 between Borrower and Lenders, as amended by an Amendment No. 1 to Term Loan Agreement dated June 19, 2003 and as further amended by an Amendment No. 2 to Term Loan Agreement dated June

Arden Realty Limited Partnership – TERM LOAN AGREEMENT (February 18th, 2005)

EXHIBIT 10.1 AMENDMENT NO. 3 TO TERM LOAN AGREEMENT THIS AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (the "Amendment"), dated February 14, 2005, is entered into by and among ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership ("Borrower"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("Administrative Agent"), in its capacity as Administrative Agent, Sole Lead Arranger and as a Lender (Wells Fargo Bank, National Association, is sometimes herein also referred to as "Wells Fargo"). R E C I T A L S A. Pursuant to the terms of a Term Loan Agreement, dated as of June 12, 2002 between Borrower and Lender, as amended by an Amendment No. 1 to Term Loan Agreement dated June 19, 2003 and as further amended by an Amendment No. 2 to Term Loan Agreement dated June 30, 2004 (as amended, the "Loan Agr

Arden Realty Limited Partnership – UNDERWRITING AGREEMENT (August 27th, 2004)

Exhibit 1.1 ARDEN REALTY LIMITED PARTNERSHIP $200,000,000 5.20% NOTES DUE 2011 UNDERWRITING AGREEMENT August 18, 2004 LEHMAN BROTHERS INC. WACHOVIA CAPITAL MARKETS, LLC DEUTSCHE BANK SECURITIES INC. J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Dear Sirs: Arden Realty Limited Partnership, a Maryland limited partnership (the "Issuer"), the sole general partner of which is Arden Realty, Inc., a Maryland corporation (the "General Partner"), proposes to issue and sell $200,000,000 aggregate principal amount of its 5.20% Notes due 2011 (the "Notes") to you (the "Underwriters"). The Notes will be issued pursuant to an Indenture dated as

Arden Realty Limited Partnership – UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (August 27th, 2004)

Exhibit 4.1 ARDEN REALTY LIMITED PARTNERSHIP 5.20% NOTE DUE 2011 No. 001 $200,000,000 CUSIP No. 03979G AK 1 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL THIS NOTE IS EXCH

Arden Realty Limited Partnership – PURSUANT TO SECTIONS 301 AND 303 OF THE INDENTURE (August 27th, 2004)

Exhibit 4.3 OFFICERS' CERTIFICATE PURSUANT TO SECTIONS 301 AND 303 OF THE INDENTURE AUGUST 27, 2004 The undersigned, Victor J. Coleman, the President and Chief Operating Officer of Arden Realty, Inc., a Maryland corporation (the "Company"), the sole general partner of Arden Realty Limited Partnership, a Maryland limited partnership (the "Issuer"), and Richard S. Davis, the Senior Vice President and Chief Financial Officer of the Company, herein certify on behalf of the Issuer as follows: The undersigned, having read the Indenture, dated as of March 14, 2000 (the "Indenture"), between the Issuer and The Bank of New York, as trustee, including Sections 201, 301 and 303 thereof, and the definitions in such Indenture relating thereto and certain other corporate documents and records, and having made such examination or investi

Arden Realty Limited Partnership – EMPLOYMENT AGREEMENT (March 28th, 2003)

EXHIBIT 10.55 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of May 27, 1999, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (the "Company") and DAVID SWARTZ ("Executive"). 1. EMPLOYMENT The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions set forth below. 2. TERM AND RENEWAL 2.1 Term. The term of this Agreement shall commence on May 27, 1999 (the "Effective Date"), and shall continue to December 31, 2000 (the "Original Employment Term"), on the terms and conditions set forth below, unless sooner terminated as provided in Section 5. 2.2 Extension. Following the expiration of the Original Employment Term and provided that this Agreement has not been terminated pursuant

Arden Realty Limited Partnership – REVOLVING CREDIT AGREEMENT (November 12th, 2002)

EXHIBIT 10.40 ---------------------------------------------------- ---------------------------------------------------- THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG ARDEN REALTY LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, AS BORROWER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AMSOUTH BANK, BANK ONE, N.A., DEUTSCHE BANK TRUST COMPANY AMERICAS, LEHMAN COMMERCIAL PAPER INC., PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, WACHOVIA BANK, N.A., AND, TOGETHER WITH THOSE ASSIGNEES BECOMING PARTIES HERE

Arden Realty Limited Partnership – TERM LOAN AGREEMENT (November 12th, 2002)

EXHIBIT 10.41 ================================================================================ TERM LOAN AGREEMENT AMONG ARDEN REALTY LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, AS BORROWER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS LENDER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND SOLE ARRANGER DATED AS OF SEPTEMBER 19, 2002 LOAN NO. 1324 ================================================================================ TABLE OF CONTENTS

Arden Realty Limited Partnership – Contract (August 14th, 2002)

---------------------------------------------------- ---------------------------------------------------- TERM LOAN AGREEMENT AMONG ARDEN REALTY LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, AS BORROWER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS LENDER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND SOLE ARRANGER Dated as of June 12, 2002 Loan No. 5849ZL ---------------------------------------------------- ----------------------------------------------------

Arden Realty Limited Partnership – EMPLOYMENT AGREEMENT (April 1st, 2002)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of June 2, 1999, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (the “Company”) and RICK DAVIS (“Executive”).

Arden Realty Limited Partnership – ARDEN REALTY LIMITED PARTNERSHIP PROMISSORY NOTE (November 14th, 2001)

FOR VALUE RECEIVED, the undersigned, , an individual (“Borrower”), promises to pay to Arden Realty Limited Partnership, a Maryland limited partnership (“Lender”) the principal amount of Dollars ($ ), with interest from the date hereof on the unpaid principal balance under this Note at the rate of % per annum (on the basis of a 365–day year and the actual number of days elapsed).

Arden Realty Limited Partnership – PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH (November 9th, 2001)

EXHIBIT 4.1 ARDEN REALTY LIMITED PARTNERSHIP 7.00% Note due 2007 No. 001 $150,000,000 CUSIP No. 03979GAJ4 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL THIS NOTE IS EXCH

Arden Realty Limited Partnership – UNDERWRITING AGREEMENT (November 9th, 2001)

EXHIBIT 1.1 ARDEN REALTY LIMITED PARTNERSHIP $150,000,000 7.00% NOTES DUE 2007 UNDERWRITING AGREEMENT November 6, 2001 LEHMAN BROTHERS INC. GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. INCORPORATED A.G. EDWARDS & SONS INC. BANC ONE CAPITAL MARKETS, INC. DEUTSCHE BANC ALEX. BROWN c/o Lehman Brothers Inc. 101 Hudson Street Jersey City, New Jersey 07302 Dear Sirs: Arden Realty Limited Partnership, a Maryland limited partnership (the "Issuer"), the sole general partner of which is Arden Realty, Inc., a Maryland corporation (the "General Partner"), proposes to issue and sell $150,000,000 aggregate principal amount of its 7.00% Notes due 2001 (the "Notes") to you (the "Underwriters"). The Notes will be issued pursuant t

Arden Realty Limited Partnership – PURSUANT TO SECTIONS 301 AND 303 OF THE INDENTURE (November 9th, 2001)

EXHIBIT 4.2 OFFICERS' CERTIFICATE PURSUANT TO SECTIONS 301 AND 303 OF THE INDENTURE The undersigned, Daniel S. Bothe, the Senior Vice President and Co-Chief Financial Officer of Arden Realty, Inc., a Maryland corporation (the "Company"), the sole general partner of Arden Realty Limited Partnership, a Maryland limited partnership (the "Issuer"), and Richard S. Davis, the Senior Vice President, Co-Chief Financial Officer and Treasurer of the Company, herein certify on behalf of the Issuer as follows: The undersigned, having read the Indenture, dated as of March 14, 2000 (the "Indenture"), between the Issuer and The Bank of New York, as trustee (the "Trustee"), including Sections 201, 301 and 303 thereof, and the definitions in such Indenture relating thereto and certain other corporate documents and records, and having made such examination or investig

Arden Realty Limited Partnership – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.43 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of July 27, 2000, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (the "Company"), ARDEN REALTY, INC., a Maryland corporation and the Company's general partner ("Arden" or the "General Partner") and RICHARD S. ZIMAN ("Executive"). 1 EMPLOYMENT The Company and Arden (hereinafter referred to collectively as the "Employers") hereby employ Executive and Executive hereby accepts employment upon the terms and conditions set forth below. 2 TERM AND RENEWAL 2.1 Term. The term of this Agreement shall commence on July 1, 2000 (the "Effective Date"), and shall continue for four years from the Effective Date (the "Original Employment Term"), on the terms and conditions set forth below,

Arden Realty Limited Partnership – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.44 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of July 27, 2000, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (the "Company"), ARDEN REALTY, INC., a Maryland corporation and the Company's general partner ("Arden" or the "General Partner") and VICTOR J. COLEMAN ("Executive"). 1 EMPLOYMENT The Company and Arden (hereinafter referred to collectively as the "Employers") hereby employ Executive and Executive hereby accepts employment upon the terms and conditions set forth below. 2 TERM AND RENEWAL 2.1 Term. The term of this Agreement shall commence on July 1, 2000 (the "Effective Date"), and shall continue for four years from the Effective Date (the "Original Employment Term"), on the terms and conditions set forth belo

Arden Realty Limited Partnership – EMPLOYMENT AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.42 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of May 27, 1999, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (the "Company") and RANDY J. NOBLITT ("Executive"). 1. EMPLOYMENT The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions set forth below. 2. TERM AND RENEWAL 2.1. Term. The term of this Agreement shall commence on May 27, 1999 (the "Effective Date"), and shall continue to December 31, 2000 (the "Original Employment Term"), on the terms and conditions set forth below, unless sooner terminated as provided in Section 5. 2.2. Extension. Following the expiration of the Original Employment Term and provided that this Agreement has not been terminated pursuant to Sec

Arden Realty Limited Partnership – $100,000,000 8.500% SENIOR NOTES DUE 2010 (January 8th, 2001)

1 Exhibit 10.40 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ARDEN REALTY LIMITED PARTNERSHIP --------------------------------------- $100,000,000 8.500% SENIOR NOTES DUE 2010 of ARDEN REALTY LIMITED PARTNERSHIP --------------------------------------- ------------------------------ REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 20, 2000 ------------------------------ LEHMAN BROTHERS INC. -------------------------------------------------------------------------------- ------------------------------------------------------------------------

Arden Realty Limited Partnership – PURCHASE AGREEMENT (January 8th, 2001)

1 EXHIBIT 10.41 ARDEN REALTY LIMITED PARTNERSHIP as Issuer $100,000,000 8.500% SENIOR NOTES DUE 2010 PURCHASE AGREEMENT November 15, 2000 LEHMAN BROTHERS INC. Three World Financial Center New York, New York 10285 Dear Sirs: Arden Realty Limited Partnership, a Maryland limited partnership (the "Issuer"), the sole general partner of which is Arden Realty, Inc., a Maryland corporation (the "General Partner"), proposes to issue and sell to Lehman Brothers Inc. (the "Initial Purchaser"), upon the terms and conditions set forth in this agreement ("Agreement"), $100,000,000 of the Issuer's 8.500% Senior Notes due 2010 (the "Notes"). The Notes will have terms and provisions which are summarized in the Offering Memorandum dated as of the date hereof. The N

Arden Realty Limited Partnership – PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH (January 8th, 2001)

1 EXHIBIT 4.2 ARDEN REALTY LIMITED PARTNERSHIP 8.50% Senior Note due 2010 No. 001 $100,000,000 CUSIP No. 03979GAH8 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL THIS NOT

Arden Realty Ltd – UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (April 21st, 2000)

1 Exhibit 4.2 FORM OF EXCHANGE NOTE ARDEN REALTY LIMITED PARTNERSHIP 8.875% Senior Note due 2005 No. 001 $200,000,000 CUSIP No. 03979GAC9 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,

Arden Realty Ltd – $200,000,000 8.875% SENIOR NOTES DUE 2005 (April 21st, 2000)

1 EXHIBIT 10.40 ================================================================================ ARDEN REALTY LIMITED PARTNERSHIP -------------------------------- $200,000,000 8.875% SENIOR NOTES DUE 2005 $50,000,000 9.150% SENIOR NOTES DUE 2010 of ARDEN REALTY LIMITED PARTNERSHIP -------------------------------- -------------------------------- REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 17, 2000 -------------------------------- LEHMAN BROTHERS INC. MORGAN STANLEY & CO. INCORPORATED SALOMON SMITH BARNEY CHASE SECURITIES INC.

Arden Realty Ltd – UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (April 21st, 2000)

1 Exhibit 4.3 FORM OF EXCHANGE NOTE ARDEN REALTY LIMITED PARTNERSHIP 9.150% Senior Note due 2010 No. 001 $50,000,000 CUSIP No. 03979GAF2 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,