Kilroy Realty, L.P. Sample Contracts

Kilroy Realty, L.P. – Re: Extension of Employment Agreement (May 7th, 2019)

Reference is made to that certain Employment Agreement between you, Kilroy Realty Corporation, a Maryland corporation, and Kilroy Realty, L.P., a Delaware limited partnership, amended and restated effective as of December 31, 2015 (the “Employment Agreement”). This letter is to confirm our agreement that the term of the Employment Agreement (as provided in Section 2 of the Employment Agreement) will be extended by one year so that the Term (as defined in the Employment Agreement) will end on March 1, 2020 (subject to earlier termination as provided in Sections 6 and 7 of the Employment Agreement, and subject to any further extension that may mutually be agreed to in writing). Furthermore, Section 2 of the Employment Agreement is amended by replacing “March 1, 2019” therein with “March 1, 2020 (or a later date as may mutually be agreed to in writing)”.

Kilroy Realty, L.P. – UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS (March 5th, 2019)

The following is a general summary of certain material U.S. federal income tax considerations regarding our election to be taxed as a real estate investment trust (a “REIT”) and the acquisition, ownership and disposition of our capital stock and the operating partnership’s debt securities. For purposes of this discussion, references to “we,” “our” and “us” mean only Kilroy Realty Corporation and do not include any of its subsidiaries, except as otherwise indicated. This summary is for general information only and is not tax advice. The information in this summary is based on:

Kilroy Realty, L.P. – KILROY REALTY CORPORATION 2006 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE (February 15th, 2019)

Kilroy Realty Corporation (the “Company”) has granted to the Participant named below an award of Restricted Stock Units (“RSUs”). The terms and conditions of the award are set forth in this Grant Notice (the “Grant Notice”) and Appendices A and B attached hereto and incorporated herein by this reference (collectively, this “Agreement”).

Kilroy Realty, L.P. – KILROY REALTY CORPORATION 2006 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE (December 31st, 2018)

Kilroy Realty Corporation (the “Company”) has granted to the Participant named below an award of Restricted Stock Units (“RSUs”). The terms and conditions of the award are set forth in this Grant Notice (the “Grant Notice”) and Appendices A and B attached hereto and incorporated herein by this reference (collectively, this “Agreement”).

Kilroy Realty, L.P. – Kilroy Realty Corporation Employment Agreement – John B. Kilroy, Jr. (as amended and restated as of December 27, 2018) (December 31st, 2018)

THIS EMPLOYMENT AGREEMENT by and among KILROY REALTY CORPORATION, a Maryland corporation (the “Company”), Kilroy Realty, L.P., a Delaware limited partnership (the “Operating Partnership”) and John B. Kilroy, Jr. (“Executive”) effective as of January 1, 2007, as amended and restated as of January 1, 2012, is further amended and restated as of December 27, 2018 (the “Effective Date”). This Employment Agreement (the “Agreement”), as amended, supersedes and replaces in its entirety Executive’s employment agreement, dated as of January 1, 2012, with the Company and Operating Partnership, including any addendums thereto, and all other prior employment agreements with the Company and/or the Operating Partnership (the “Prior Employment Agreements”).

Kilroy Realty, L.P. – KILROY REALTY CORPORATION 2006 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE (December 31st, 2018)

Kilroy Realty Corporation (the “Company”) has granted to the Participant named below an award of Restricted Stock Units (“RSUs”). The terms and conditions of the award are set forth in this Grant Notice (the “Grant Notice”) and Appendices A and B attached hereto and incorporated herein by this reference (collectively, this “Agreement”).

Kilroy Realty, L.P. – Officers’ Certificate Pursuant to Sections 102, 201, 301 and 303 of the Indenture (November 29th, 2018)

The undersigned, having read the appropriate provisions of the Indenture, dated as of March 1, 2011 (the “Base Indenture”), among the Company, the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Supplemental Indenture, dated as of July 5, 2011 (the “Supplemental Indenture”), among the Company, the Guarantor and the Trustee (the Base Indenture, as so amended and supplemented, is called the “Indenture”), including Sections 201, 301 and 303 thereof and the definitions in such Indenture relating thereto, and certain other corporate and partnership documents and records, and having made such examination and investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether (a) the conditions set forth in the Indenture relating to the establishment of the title and terms of the Company’s 4.750% Senior Notes due 2028 (the “Securities”), the form of cer

Kilroy Realty, L.P. – KILROY REALTY, L.P., AS ISSUER KILROY REALTY CORPORATION, AS GUARANTOR 4.750% Senior Notes due 2028 UNDERWRITING AGREEMENT dated November 14, 2018 Merrill Lynch, Pierce, Fenner & Smith Incorporated (November 15th, 2018)
Kilroy Realty, L.P. – KILROY REALTY, L.P. TO REDEEM ALL OUTSTANDING 6.625% SENIOR NOTES DUE 2020 (November 15th, 2018)

LOS ANGELES—(BUSINESS WIRE) — November 14, 2018 — Kilroy Realty Corporation (NYSE:KRC) today announced that its operating partnership, Kilroy Realty, L.P., will redeem all $250.0 million aggregate principal amount of its outstanding 6.625% Senior Notes due June 1, 2020 (CUSIP No. 49427RAF9) (the “Notes”). The redemption date for the Notes will be December 14, 2018 (the “Redemption Date”). The redemption price will equal 100% of the principal amount of the Notes to be redeemed and a make-whole premium calculated in accordance with the indenture governing the Notes plus accrued and unpaid interest thereon to the Redemption Date.

Kilroy Realty, L.P. – Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Barclays Bank PLC (“Dealer”), acting through its agent Barclays Capital Inc. (the “Agent”), and Kilroy Realty Corporation (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below. Dealer is not a member of the Securities Investor Protection Corporation. Dealer is authorized by the Prudential Regulation Authority and regulated (August 13th, 2018)

Kilroy Realty Corporation 12200 W. Olympic Boulevard, Suite 200 Los Angeles, California 90064 Fax No.: (310) 481-6540 Attention: Chief Financial Officer

Kilroy Realty, L.P. – KILROY REALTY CORPORATION Common Stock UNDERWRITING AGREEMENT dated August 8, 2018 Barclays Capital Inc. Citigroup Global Markets Inc. (August 13th, 2018)
Kilroy Realty, L.P. – Date: August 8, 2018 (August 13th, 2018)
Kilroy Realty, L.P. – KILROY REALTY CORPORATION SALES AGREEMENT (June 5th, 2018)

Kilroy Realty Corporation, a Maryland corporation (the “Company”) and Kilroy Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc. (“Raymond James”), RBC Capital Markets, LLC, Scotia Capital (USA) Inc. (“Scotia”) and SMBC Nikko Securities America, Inc. (“SMBC”), each as sales agent and/or principal and/or (except in the case of Raymond James, Scotia and SMBC) forward seller (in any such capacity, each an “Agent” and together the “Agents”) and Bank of America, N.A., Citibank, N.A., Jefferies LLC,

Kilroy Realty, L.P. – KILROY REALTY, L.P. $50,000,000 4.30% Senior Notes, Series A, due July 18, 2026 $200,000,000 4.35% Senior Notes, Series B, due October 18, 2026 NOTE PURCHASE AGREEMENT Dated May 11, 2018 (May 14th, 2018)
Kilroy Realty, L.P. – KILROY REALTY, L.P. FIRST AMENDMENT Dated May 11, 2018 to NOTE PURCHASE AGREEMENT Dated September 14, 2016 Re: $175,000,000 3.35% Senior Notes, Series A, due February 17, 2027 $75,000,000 3.45% Senior Notes, Series B, due February 17, 2029 (May 14th, 2018)
Kilroy Realty, L.P. – Contract (February 13th, 2018)

This discussion supersedes and replaces (a) the discussion under the heading “United States Federal Income Tax Considerations” in the prospectus dated September 29, 2016 (the “Base Prospectus”), which is (i) a part of Kilroy Realty Corporation’s (the “Company’s”) and Kilroy Realty, L.P.’s (the “operating partnership’s”) Registration Statement on Form S-3 (File Nos. 333-213864 and 333-213864-01) filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2016 and (ii) attached to each of the two prospectus supplements dated September 29, 2016 filed by the Company with the SEC on September 29, 2016 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and (b) the discussion set forth in Exhibit 99.1 to the Company’s and the operating partnership’s Current Report on Form 8-K filed with the SEC on October 30, 2017, which was filed with respect to Item 8.01 of Form 8-K.

Kilroy Realty, L.P. – ASSIGNMENT OF LEASES AND RENTS (February 13th, 2018)

THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) is made as of November 29, 2016, by KR WMC, LLC, a Delaware limited liability company, having an address at 12200 West Olympic Boulevard., Suite 200, Los Angeles, California 90064 (“Assignor”), to and for the benefit of MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation, having an address in care of Barings, One Financial Plaza, Hartford, Connecticut 06103, Attention: Real Estate Loan Servicing (“Assignee”). To the extent applicable under Article 13 of the Loan Agreement, this Assignment shall be for the benefit of Administrative Agent).

Kilroy Realty, L.P. – LOAN AGREEMENT between (February 13th, 2018)

This Loan Agreement (this “Agreement”) is entered into as of November 29, 2016 by and between KR WMC LLC, a Delaware limited liability company (“Borrower”), and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation (“Lender”).

Kilroy Realty, L.P. – RECOURSE GUARANTY AGREEMENT (February 13th, 2018)

THIS RECOURSE GUARANTY AGREEMENT (this “Agreement”) is made as of November 29, 2016, by KILROY REALTY, L.P., a Delaware limited partnership (“Guarantor”), to and for the benefit of MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation (“Lender”) and, to the extent applicable under Article 13 of the Loan Agreement, Administrative Agent (as defined in the Loan Agreement), and for the benefit of the other Lender Parties. As used in this Agreement, “Lender Parties” shall mean Lender, Barings Real Estate Advisers LLC, Barings Real Estate Advisers Inc., any present and future loan participants, co-lenders, loan servicers, custodians and trustees, and each of their respective directors, officers, employees, shareholders, agents, affiliates, heirs, legal representatives, successors and assigns.

Kilroy Realty, L.P. – PROMISSORY NOTE (February 13th, 2018)

This Note is the Promissory Note referred to in that certain Loan Agreement of even date herewith (as modified and supplemented and in effect from time to time, the “Agreement”) between Borrower and Lender, and evidences the Loan made by Lender pursuant to the Agreement.

Kilroy Realty, L.P. – DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Cover Sheet (February 13th, 2018)

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of November 29, 2016, by KR WMC, LLC, a Delaware limited liability company, having an address at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064 (“Borrower”), to FIDELITY NATIONAL TITLE COMPANY, a California corporation, having an address at 1300 Dove St., Suite 310, Newport Beach, California 92660 (“Trustee”), for the use and benefit of MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation having an address in care of Barings, One Financial Plaza, Hartford, Connecticut 06103, Attention: Real Estate Loan Servicing (“Lender”). To the extent an Administrative Agent is appointed pursuant to Article 13 of the Loan Agreement, Lender hereby agrees to assign its rights under this Deed of Trust to the Administrative Agent, and thereafter this Deed of Trust shall be for the benefit of Administrative Agent.

Kilroy Realty, L.P. – ENVIRONMENTAL INDEMNIFICATION AGREEMENT (February 13th, 2018)

THIS ENVIRONMENTAL INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November 29, 2016, by KR WMC, LLC, a Delaware limited liability company (“Borrower”), and KILROY REALTY, L.P., a Delaware limited partnership (“Guarantor”), to and for the benefit of MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation (“Lender”) and for the benefit of the Lender Parties (as defined below) and, to the extent applicable under Article 13 of the Loan Agreement, for the benefit of Administrative Agent. Borrower and Guarantor are hereinafter collectively referred to as “Indemnitor”.

Kilroy Realty, L.P. – December 11, 2017 (December 11th, 2017)

Kilroy Realty Corporation, a Maryland corporation (the “Company”) – Issuance and sale of $425,000,000 aggregate principal amount of 3.450% Senior Notes due 2024 (the “Securities”) of Kilroy Realty, L.P., a Delaware limited partnership of which the Company is the sole general partner (the “Operating Partnership”), pursuant to a Registration Statement on Form S-3 (Registration Nos. 333-213864 and 333-213864-01) (the “Registration Statement”)

Kilroy Realty, L.P. – Officers’ Certificate Pursuant to Sections 102, 201, 301 and 303 of the Indenture (December 11th, 2017)

The undersigned, having read the appropriate provisions of the Indenture, dated as of March 1, 2011 (the “Base Indenture”), among the Company, the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Supplemental Indenture, dated as of July 5, 2011 (the “Supplemental Indenture”), among the Company, the Guarantor and the Trustee (the Base Indenture, as so amended and supplemented, is called the “Indenture”), including Sections 201, 301 and 303 thereof and the definitions in such Indenture relating thereto, and certain other corporate and partnership documents and records, and having made such examination and investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether (a) the conditions set forth in the Indenture relating to the establishment of the title and terms of the Company’s 3.450% Senior Notes due 2024 (the “Securities”), the form of cer

Kilroy Realty, L.P. – KILROY REALTY, L.P. PRICES $425 MILLION OF 3.450% SENIOR NOTES DUE 2024 (November 28th, 2017)

LOS ANGELES—(BUSINESS WIRE)—November 27, 2017—Kilroy Realty Corporation (NYSE:KRC) today announced that its operating partnership, Kilroy Realty, L.P., has priced an underwritten public offering of $425.0 million aggregate principal amount of 3.450% senior notes due 2024 (the “Notes”). The Notes will pay interest semi-annually at a rate of 3.450% per annum on June 15 and December 15 each year and mature on December 15, 2024. The Notes were priced at 99.870% of the principal amount with a yield to maturity of 3.471%. The offering is expected to close on December 11, 2017, subject to the satisfaction of customary closing conditions. J.P. Morgan, US Bancorp, Barclays, BofA Merrill Lynch and Wells Fargo Securities acted as joint book-running managers; BBVA, Citigroup, and SMBC Nikko acted as senior co-managers; and BNP PARIBAS, Comerica Securities, KeyBanc Capital Markets, MUFG, PNC Capital Markets LLC, RBC Capital Markets and Scotiabank acted as co-managers of the offering.

Kilroy Realty, L.P. – KILROY REALTY, L.P., AS ISSUER KILROY REALTY CORPORATION, AS GUARANTOR 3.450% Senior Notes due 2024 UNDERWRITING AGREEMENT dated November 27, 2017 (November 28th, 2017)
Kilroy Realty, L.P. – SECOND AMENDED AND RESTATED GUARANTY (July 27th, 2017)

SECOND AMENDED AND RESTATED GUARANTY (this “Guaranty”), made as of July 24, 2017, between KILROY REALTY CORPORATION, a Maryland corporation, having an address at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064 (“Guarantor”), and JPMORGAN CHASE BANK, N.A., having an office at 383 Madison Avenue, New York, NY 10179, as administrative agent (the “Administrative Agent”) for the banks (the “Banks”) listed on the signature pages of the Second Amended and Restated Credit Agreement (as the same may be amended, modified, supplemented or restated, the “Credit Agreement”), dated as of the date hereof, among Kilroy Realty, L.P. (“Borrower”), the Banks, JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent, Bank, Joint Lead Arranger and Joint Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Bookrunner, Wells Fargo Securities, LLC., as Joint Lead Arranger and Joint Bookrunner, PNC Capital Markets LLC, as Joint Lead A

Kilroy Realty, L.P. – SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2017 among (July 27th, 2017)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2017, among KILROY REALTY, L.P. (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Bank and as Administrative Agent for the Banks (the “Administrative Agent”), JPMorgan Chase Bank, N.A., as Joint Lead Arranger and Joint Bookrunner, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR ITS AFFILIATE, as Joint Lead Arranger and Joint Bookrunner, WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger and Joint Bookrunner, PNC BANK, NATIONAL ASSOCIATION, as Joint Lead Arranger, U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger, BANK OF AMERICA, N.A., as Bank and Syndication Agent, WELLS FARGO BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, BANK OF THE WEST, BARCLAYS BANK PLC, COMPASS BANK, MUFG UNION BANK, N.A., ROYAL BANK OF CANADA and SUMITOMO MITSUI BANKING CORPORATION, as Banks and Co-Documentation Agents, and the BANKS listed on the signature pages hereof (the “Banks”).

Kilroy Realty, L.P. – GENERAL PARTNER GUARANTY AGREEMENT Dated as of February 17, 2017 of (April 28th, 2017)

THIS GENERAL PARTNER GUARANTY AGREEMENT, dated as of February 17, 2017 (this “Guaranty Agreement”), is made by Kilroy Realty Corporation, a Maryland corporation (the “Guarantor”), in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

Kilroy Realty, L.P. – Amendment to Sales Agreement Dated as of September 29, 2016 (February 15th, 2017)
Kilroy Realty, L.P. – Amendment to Sales Agreement Dated as of September 29, 2016 (February 15th, 2017)
Kilroy Realty, L.P. – Amendment to Sales Agreement Dated as of September 29, 2016 (February 15th, 2017)
Kilroy Realty, L.P. – Amendment to Sales Agreement Dated as of September 29, 2016 (February 15th, 2017)
Kilroy Realty, L.P. – Amendment to Sales Agreement Dated as of September 29, 2016 (February 15th, 2017)
Kilroy Realty, L.P. – KILROY REALTYCORPORATION 2007 DEFERRED COMPENSATION PLAN As Amended and Restated Effective January 1, 2017 (February 15th, 2017)

WHEREAS, Kilroy Realty Corporation (the “Company”) established the Kilroy Realty Corporation 2007 Deferred Compensation Plan, effective as of June 29, 2007 (the “Plan”), in order to provide supplemental retirement income benefits for a select group of highly compensated management employees, directors and partners through (i) deferrals of Salary, Bonuses, Director Fees, Base Guaranteed Payments, and other types of Compensation that the Committee has approved for deferral to the Plan, (ii) Company Mandatory Contributions, and (iii) Company Discretionary Contributions; and