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                                                                  EXHIBIT 10.40

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                        ARDEN REALTY LIMITED PARTNERSHIP


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                    $200,000,000 8.875% SENIOR NOTES DUE 2005

                    $50,000,000 9.150% SENIOR NOTES DUE 2010

                       of ARDEN REALTY LIMITED PARTNERSHIP


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                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 17, 2000

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                              LEHMAN BROTHERS INC.

                        MORGAN STANLEY & CO. INCORPORATED

                              SALOMON SMITH BARNEY

                              CHASE SECURITIES INC.

                         BANC ONE CAPITAL MARKETS, INC.

                           A. G. EDWARDS & SONS, INC.

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        This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of March 17, 2000, by and between Arden Realty Limited
Partnership, a Maryland limited partnership (the "PARTNERSHIP"), and Lehman
Brothers Inc., Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc.,
Chase Securities Inc., Banc One Capital Markets, Inc. and A. G. Edwards & Sons,
Inc. (collectively, the "INITIAL PURCHASERS"), which have agreed to purchase the
Partnership's 8.875% Senior Notes due 2005 and 9.150% Senior Notes due 2010
(together, the "SENIOR NOTES"), pursuant to the Purchase Agreement (as defined
below).

        This Agreement is made pursuant to the Purchase Agreement, dated March
14, 2000, (the "PURCHASE AGREEMENT"), by and among the Partnership and the
Initial Purchasers. To induce the Initial Purchasers to purchase the Senior
Notes, the Partnership has agreed to provide the registration rights relating to
the Senior Notes set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchasers set forth
in Section 7 of the Purchase Agreement. Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Indenture,
dated the Closing Date, between the Partnership and The Bank of New York, as
Trustee, relating to the Notes, as such indenture is amended or supplemented
from time to time (the "INDENTURE").

        The parties hereby agree as follows:

SECTION 1.        DEFINITIONS

        As used in this Agreement, the following capitalized terms shall have
the following meanings:

        ACT:  The Securities Act of 1933, as amended.

        AFFILIATE:  As defined in Rule 144 of the Act.

        BROKER-DEALER:  Any broker or dealer registered under the Exchange Act.

        BUSINESS DAY: Any day other than a Saturday, Sunday or day on which
commercial banks in the City of New York are authorized or required by law,
regulation or executive order to remain closed.

        CERTIFICATED SECURITIES:  Definitive Notes, as defined in the Indenture.

        CLOSING DATE:  The date hereof.

        COMMISSION:  The Securities and Exchange Commission.

        CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the New Senior
Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange
Offer Registration Statement continuously effective and the keeping of the
Exchange Offer open for a period not less than the period required pursuant to
Section 3(b) hereof and (c) the delivery by the Partnership to the Registrar
under the


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Indenture of New Senior Notes in the same aggregate principal amount as the
aggregate principal amount of Senior Notes tendered by Holders thereof pursuant
to the Exchange Offer.

        CONSUMMATION DEADLINE:  As defined in Section 3(b) hereof.

        EFFECTIVENESS DEADLINE:  As defined in Sections 3(a) and 4(a) hereof.

        EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

        EXCHANGE OFFER: The exchange and issuance by the Partnership of a
principal amount of New Senior Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Senior Notes that are tendered by such Holders in connection with such
exchange and issuance.

        EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

        EXEMPT RESALES: The transactions in which the Initial Purchasers propose
to sell the Senior Notes to (i) certain "qualified institutional buyers," as
such term is defined in Rule 144A under the Act, (ii) outside the United States
to "non-U.S. persons," as such term is defined under Regulation S of the Act in
transactions meeting the requirements of Rule 904 of Regulation S under the Act
and (iii) a limited number of "institutional accredited investors," as defined
in Rule 501(a)(1), (2), (3) or (7) of the Act.

        FILING DEADLINE:  As defined in Sections 3(a) and 4(a) hereof.

        GENERAL PARTNER:  Arden Realty, Inc., a Maryland corporation.

        HOLDERS:  As defined in Section 2 hereof.

        NEW SENIOR NOTES: The Partnership's new 8.875% Senior Notes due 2005 and
9.150% Senior Notes due 2010 to be issued pursuant to the Indenture: (i) in the
Exchange Offer or (ii) as contemplated by Section 4 hereof.

        NOTES:  The Senior Notes and the New Senior Notes.

        PERSON: An individual, partnership, limited liability company,
corporation, trust, unincorporated organization, or a government or agency or
political subdivision thereof.

        PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

        RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

        REGISTRATION DEFAULT:  As defined in Section 5 hereof.

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        REGISTRATION STATEMENT: Any registration statement of the Partnership
relating to (a) an offering of New Senior Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

        RULE 144: Rule 144 promulgated under the Act.

        SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

        SUSPENSION NOTICE:  As defined in Section 6(d) hereof.

        TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture.

        TRANSFER RESTRICTED SECURITIES: Each (A) Senior Note, until the earliest
to occur of (i) the date on which such Senior Note is exchanged in the Exchange
Offer for a New Senior Note which is entitled to be resold to the public by the
Holder thereof without complying with the prospectus delivery requirements of
the Act, (ii) the date on which such Senior Note has been disposed of in
accordance with a Shelf Registration Statement (and the purchasers thereof have
been issued New Senior Notes), or (iii) the date on which such Senior Note is
distributed to the public pursuant to Rule 144 under the Act and each (B) New
Senior Note held by a Broker-Dealer until the date on which such New Senior Note
is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution"
contemplated by the Exchange Offer Registration Statement (including the
delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

        A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

        (a) Unless the Exchange Offer shall not be permitted by applicable
federal law or policy of the Commission (after the procedures set forth in
Section 6(a)(i) below have been complied with), the Partnership shall (i) cause
the Exchange Offer Registration Statement to be filed with the Commission as
soon as practicable after the Closing Date, but in no event later than 90 days
after the Closing Date (such 90th day being the "FILING DEADLINE"), (ii) use its
best efforts to cause such Exchange Offer Registration Statement to become
effective at the earliest possible time, but in no event later than 180 days
after the Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"),
(iii) in connection with the foregoing, (A) file all pre-effective amendments to
such Exchange Offer Registration Statement as may be necessary in order to cause
it to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement pursuant to Rule 430A under the Act,
(C) file the appropriate forms under the Exchange Act to register the New Senior
Notes under the Exchange Act and (D) cause all necessary filings, if any, in
connection with the registration and qualification of the New Senior Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange

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Offer, and (iv) upon the effectiveness of such Exchange Offer Registration
Statement, use its best efforts to commence and Consummate the Exchange Offer.
The Exchange Offer shall be on the appropriate form permitting (i) registration
of the New Senior Notes to be offered in exchange for the Senior Notes that are
Transfer Restricted Securities and (ii) resales of New Senior Notes by
Broker-Dealers that tendered into the Exchange Offer Senior Notes that such
Broker-Dealers acquired for their own account as a result of market making
activities or other trading activities (other than Senior Notes acquired
directly from the Partnership or any of its Affiliates) as contemplated by
Section 3(c) below and shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required to be filed therewith.

        (b) The Partnership shall use its best efforts to cause the Exchange
Offer Registration Statement to be effective continuously, and shall keep the
Exchange Offer open for a period of not less than the minimum period required
under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event shall such period be less than 20
Business Days. The Partnership shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the New
Senior Notes shall be included in the Exchange Offer Registration Statement. The
Partnership shall use its best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
Business Days thereafter (such 30th day being the "CONSUMMATION DEADLINE").

        (c) The Partnership shall include a "Plan of Distribution" section in
the Prospectus contained in the Exchange Offer Registration Statement and
indicate therein that any Broker-Dealer who holds Transfer Restricted Securities
that were acquired for the account of such Broker-Dealer as a result of
market-making activities or other trading activities (other than Senior Notes
acquired directly from the Partnership or any Affiliate of the Partnership), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any New Senior
Notes received by such Broker-Dealer in the Exchange Offer, and the Partnership
shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery
requirement. Such "Plan of Distribution" section shall also contain all other
information with respect to such sales by such Broker-Dealers that the
Commission may require in order to permit such sales pursuant thereto, but such
"Plan of Distribution" shall not name any such Broker-Dealer or disclose the
amount of Transfer Restricted Securities held by any such Broker-Dealer, except
to the extent required by the Commission as a result of a change in policy,
rules or regulations after the date of this Agreement. See the Shearman &
Sterling no-action letter (available July 2, 1993).

        To the extent necessary to ensure that the prospectus contained in the
Exchange Offer Registration Statement is available for sales of New Senior Notes
by Broker-Dealers, the Partnership agrees to use its best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Section 6(a)
and (c) hereof and in conformity with the requirements of this Agreement, the
Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period of one year from the Consummation Deadline or such
shorter period as

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will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto. The Partnership shall
provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one day after
such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

        (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or policy of the Commission (after the Partnership has complied
with the procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of
Transfer Restricted Securities shall notify the Partnership within 20 days
following the Consummation of the Exchange Offer that (A) such Holder was
prohibited by law or Commission policy from participating in the Exchange Offer
or (B) such Holder may not resell the New Senior Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer
and holds Senior Notes acquired directly from the Partnership or any of its
Affiliates, then the Partnership shall:

    (x) cause to be filed, on or prior to 30 days after the earlier of (i) the
date on which the Partnership determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) above and (ii) the date
on which the Partnership receives the notice specified in clause (a)(ii) above,
(such earlier date, the "FILING DEADLINE"), a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to
all Transfer Restricted Securities, and

    (y) shall use its best efforts to cause such Shelf Registration Statement to
become effective on or prior to 90 days after the Filing Deadline (such 90th day
the "EFFECTIVENESS DEADLINE").

        If, after the Partnership has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Partnership
is required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law or
policy of the Commission (i.e., clause (a)(i) above), then the filing of the
Exchange Offer Registration Statement shall be deemed to satisfy the
requirements of clause (x) above; provided that, in such event, the Partnership
shall remain obligated to meet the Effectiveness Deadline set forth in clause
(y).

        To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Partnership
shall use its best efforts to keep any Shelf Registration Statement required by
this Section 4(a) continuously effective, supplemented, amended and current as
required by and subject to the provisions of Sections 6(b) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years (as extended pursuant to Section 6(c)(i)) following
the Closing Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been
sold pursuant thereto or become eligible for resale pursuant to Rule 144 without
volume restrictions.

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        (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Partnership in writing, within 20 days after receipt of a request therefor,
the information specified in Item 507 or 508 of Regulation S-K, as applicable,
of the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to (i) notify the Partnership as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Holder to the Partnership and (ii) promptly furnish additional
information required to correct and update any previously furnished information
or any other information required to be disclosed in order to make the
information previously furnished to the Partnership by such Holder not
materially misleading.

SECTION 5. LIQUIDATED DAMAGES

        If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within 2 days by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective within 5 days of filing such
post-effective amendment to such Registration Statement (each such event
referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the
Partnership hereby agrees to pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages in an amount equal to $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default. The amount of the liquidated damages shall increase
by an additional $.05 per week per $1,000 in principal amount of Transfer
Restricted Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages of $.25 per week per $1,000 in principal amount of Transfer Restricted
Securities; provided that the Partnership shall in no event be required to pay
liquidated damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of the
Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the liquidated damages
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.

        All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully

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set forth in the Indenture and the Notes. Notwithstanding the fact that any
securities for which liquidated damages are due cease to be Transfer Restricted
Securities, all obligations of the Partnership to pay liquidated damages with
respect to such securities shall survive until such time as such obligations
with respect to such securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

        (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Partnership shall (x) comply with all applicable provisions
of Section 6(c) below, (y) use its best efforts to effect such exchange and to
permit the resale of New Senior Notes by Broker-Dealers that tendered in the
Exchange Offer Senior Notes that such Broker-Dealers acquired for their own
accounts as a result of their market making activities or other trading
activities (other than Senior Notes acquired directly from the Partnership or
any of its Affiliates) being sold in accordance with the intended method or
methods of distribution thereof, and (z) comply with all of the following
provisions:

            (i) If, following the date hereof there has been announced a change
in Commission policy with respect to exchange offers such as the Exchange Offer,
that in the reasonable opinion of counsel to the Partnership or counsel to the
Initial Purchasers raises a substantial question as to whether the Exchange
Offer is permitted by applicable federal law, the Partnership hereby agrees to
seek a no-action letter or other favorable decision from the Commission allowing
the Partnership to Consummate an Exchange Offer for such Transfer Restricted
Securities. The Partnership hereby agrees to pursue the issuance of such a
decision to the Commission staff level. In connection with the foregoing, the
Partnership hereby agrees to take all such other actions as may be requested by
the Commission or otherwise required in connection with the issuance of such
decision, including without limitation (A) participating in telephonic
conferences with the Commission, (B) delivering to the Commission staff an
analysis prepared by counsel to the Partnership setting forth the legal bases,
if any, upon which such counsel has concluded that such an Exchange Offer should
be permitted and (C) diligently pursuing a resolution (which need not be
favorable) by the Commission staff.

            (ii) As a condition to its participation in the Exchange Offer, each
Holder of Transfer Restricted Securities (including, without limitation, any
Holder who is a Broker-Dealer) shall furnish, upon the request of the
Partnership, prior to the Consummation of the Exchange Offer, a written
representation to the Partnership (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an Affiliate of the Partnership, (B) it is not engaged
in, and does not intend to engage in, and has no arrangement or understanding
with any person to participate in, a distribution of the New Senior Notes to be
issued in the Exchange Offer and (C) it is acquiring the New Senior Notes in its
ordinary course of business. As a condition to its participation in the Exchange
Offer, each Holder using the Exchange Offer to participate in a distribution of
the New Senior Notes shall acknowledge and agree that, if the resales are of New
Senior Notes obtained by such Holder in exchange for Senior Notes acquired
directly from the Partnership or an Affiliate thereof, it (1) could not, under
Commission policy as in effect on the date of this Agreement, rely on the
position of the Commission enunciated in Morgan Stanley and Co., Inc. (available
June 5,

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1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2,
1993, and similar no-action letters (including, if applicable, any no-action
letter obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Act in connection with
a secondary resale transaction and that such a secondary resale transaction must
be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of
Regulation S-K.

            (iii) Prior to effectiveness of the Exchange Offer Registration
Statement, the Partnership shall provide a supplemental letter to the Commission
(A) stating that the Partnership is registering the Exchange Offer in reliance
on the position of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available
June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling
dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant
to clause (i) above, (B) including a representation that the Partnership has not
entered into any arrangement or understanding with any Person to distribute the
New Senior Notes to be received in the Exchange Offer and that, to the best of
the Partnership's information and belief, each Holder participating in the
Exchange Offer is acquiring the New Senior Notes in its ordinary course of
business and has no arrangement or understanding with any Person to participate
in the distribution of the New Senior Notes received in the Exchange Offer and
(C) any other undertaking or representation required by the Commission as set
forth in any no-action letter obtained pursuant to clause (i) above, if
applicable.

        (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Partnership shall:

            (i) comply with all the provisions of Section 6(c) below and use its
best efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof (as indicated in the information furnished to
the Partnership pursuant to Section 4(b) hereof), and pursuant thereto the
Partnership will prepare and file with the Commission a Registration Statement
relating to the registration on any appropriate form under the Act, which form
shall comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required to be filed
therewith and be available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions hereof, and

            (ii) issue, upon the request of any Holder or purchaser of Senior
Notes covered by any Shelf Registration Statement contemplated by this
Agreement, New Senior Notes having an aggregate principal amount equal to the
aggregate principal amount of Senior Notes sold pursuant to the Shelf
Registration Statement and surrendered to the Partnership for cancellation; the
Partnership shall register New Senior Notes on the Shelf Registration Statement
for this purpose and issue the New Senior Notes to the purchaser(s) of
securities subject to the Shelf Registration Statement in the names as such
purchaser(s) shall designate.

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        (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Partnership shall:

            (i) use its best efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the
period specified in Section 3 or 4 of this Agreement, as applicable. Upon the
occurrence of any event that would cause any such Registration Statement or the
Prospectus contained therein (A) to contain an untrue statement of material fact
or omit to state any material fact necessary to make the statements therein not
misleading or (B) not to be effective and usable for resale of Transfer
Restricted Securities during the period required by this Agreement, the
Partnership shall file promptly an appropriate amendment to such Registration
Statement curing such defect, and, if Commission review is required, use its
best efforts to cause such amendment to be declared effective as soon as
practicable. Notwithstanding the foregoing, at any time after Consummation of
the Exchange Offer, the Partnership may allow the Shelf Registration Statement
to cease to become effective and usable if (x) the General Partner of the
Partnership determines in good faith that it is in the best interests of the
Partnership not to disclose the existence of or facts surrounding any proposed
or pending material events involving the Partnership, and the Partnership
notifies the Holders within two Business Days after the Board of Directors of
the General Partner makes such determination, or (y) the Prospectus contained in
the Shelf Registration Statement contains an untrue statement of material fact
or omits to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided that the two-year period referred to in Section 4(a) hereof
during which the Shelf Registration Statement is required to be effective and
usable shall be extended by the number of days during which such Registration
Statement was not effective or usable pursuant to the foregoing provisions;

            (ii) prepare and file with the Commission such amendments and
post-effective amendments to the applicable Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable
period set forth in Section 3 or 4 hereof, as the case may be; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully
with Rules 424, 430A and 462, as applicable, under the Act in a timely manner;
and comply with the provisions of the Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the
Prospectus;

            (iii) advise each selling Holder promptly and confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any applicable Registration
Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement
under the Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or sale in

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any jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto or any document incorporated by
reference therein untrue, or that requires the making of any additions to or
changes in the Registration Statement in order to make the statements therein
not misleading, or that requires the making of any additions to or changes in
the Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or
Blue Sky laws, the Partnership shall use its best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;

            (iv) subject to Section 6(c)(i), if any fact or event contemplated
by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement
or post-effective amendment to the Registration Statement or related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;

            (v) furnish to each selling Holder, their counsel and the managing
underwriters, if any, in connection with such exchange or sale, if any, before
filing with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents incorporated by
reference), which documents will be subject to the review and comment of such
Holders, their counsel and the managing underwriters, if any, in connection with
such sale, if any, for a period of at least five Business Days, and the
Partnership will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus
(including all such documents incorporated by reference) to which such selling
Holders of the Transfer Restricted Securities, their counsel and the managing
underwriters, if any, covered by such Registration Statement in connection with
such exchange or sale, if any, shall reasonably object within five Business Days
after the receipt thereof;

            (vi) promptly prior to the filing of any document that is to be
incorporated by reference into a Registration Statement or Prospectus, provide
copies of such document to each selling Holder, their counsel and the managing
underwriters, if any, in connection with such exchange or sale, if any, make the
Partnership's representatives available for discussion of such document and
other customary due diligence matters, and include such information in such
document prior to the filing thereof as such selling Holders, their counsel and
the managing underwriters, if any, may reasonably request;

            (vii) make available, at reasonable times, for inspection by each
selling Holder and managing underwriter, if any, and any attorney or accountant
retained by such

                                       10
<PAGE>   12

selling Holders or managing underwriters, if any, all financial and other
records, pertinent corporate documents of the Partnership and cause the
Partnership's officers, directors and employees to supply all information
reasonably requested by any such selling Holder, managing underwriter, attorney
or accountant in connection with such Registration Statement or any
post-effective amendment thereto subsequent to the filing thereof and prior to
its effectiveness; provided, however, that each such party shall be required to
maintain in confidence and not to disclose to any other person any information
or records reasonably designated by the Partnership as being confidential, until
such time as (A) such information becomes a matter of public record (whether by
virtue of its inclusion in such Registration Statement or otherwise), or (B)
such person shall be required to disclose such information pursuant to the
subpoena or order of any court or governmental agency or body having
jurisdiction over the matter (subject to the requirements of such subpoena or
order, and only after such person shall have given the Partnership prompt prior
written notice of such requirement), or (C) such information is required to be
set forth in such Registration Statement or the Prospectus included therein or
in an amendment to such Registration Statement or an amendment or supplement to
such Prospectus in order that such Registration Statement, Prospectus, amendment
or supplement, as the case may be, does not contain an untrue statement of
material fact or omit to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading;

            (viii) if requested by any selling Holders, their counsel and the
managing underwriters, if any, in connection with such exchange or sale, if any,
promptly include in any Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders, their counsel and the managing underwriters, if any, may
reasonably request to have included therein, including, without limitation,
information relating to the "Plan of Distribution" of the Transfer Restricted
Securities, and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Partnership is
notified of the matters to be included in such Prospectus supplement or
post-effective amendment;

            (ix) furnish to each selling Holder and managing underwriter, if
any, in connection with such exchange or sale, if any, without charge, at least
one copy of the Registration Statement, as first filed with the Commission, and
of each amendment thereto, including all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by reference);

            (x) deliver to each selling Holder and managing underwriter, if any,
without charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Holders or managing
underwriters reasonably may request; the Partnership hereby consents to the use
(in accordance with law) of the Prospectus and any amendment or supplement
thereto by each selling Holder in connection with the offering and the sale of
the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;

            (xi) upon the request of any selling Holder or managing
underwriters, if any, (A) make such representations and warranties as may be
reasonably requested by any Holder or managing underwriter in connection with
any sale or resale pursuant to any

                                       11
<PAGE>   13

applicable Registration Statement, (B) obtain opinions of counsel to the
Partnership and updates thereof (which may be in the form of a reliance letter)
in form and substance reasonably satisfactory to the managing underwriters, if
any, and the selling Holders, addressed to each selling Holder and the
underwriters, if any, covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such underwriters, (C) obtain "cold comfort" letters and updates
thereof in form and substance reasonably satisfactory to the managing
underwriters or selling Holders from the independent certified public
accountants of the Partnership (and, if necessary, any other independent
certified public accountants of any business acquired by the Partnership for
which financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each of the selling
Holders and each underwriter, such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters in connection
with underwritten offerings and such other matters as reasonably requested by
such selling Holders or managing underwriters in accordance with Statement on
Auditing Standards No. 72 and (D) take all such other actions in connection
therewith in order to expedite or facilitate the disposition of the Transfer
Restricted Securities pursuant to any applicable Registration Statement
contemplated by this Agreement. In such connection, the Partnership shall, upon
request of any selling Holder, furnish (or in the case of paragraphs (B) and
(C), use its best efforts to cause to be furnished) to each selling Holder, upon
Consummation of the Exchange Offer or upon the effectiveness of the Shelf
Registration Statement, as the case may be, a certificate, dated such date,
signed on behalf of the Partnership by (x) the President or any Vice President
of its General Partner and (y) a principal financial or accounting officer of
the Partnership's General Partner, confirming, as of the date thereof, the
matters set forth in Section 7(i) of the Purchase Agreement and such other
similar matters as such Holders may reasonably request;

            (xii) prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders and their counsel in connection
with the registration and qualification of the Transfer Restricted Securities
under the securities or Blue Sky laws of such jurisdictions as the selling
Holders may request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement;
provided, however, that the Partnership shall not be required to register or
qualify as a foreign corporation where it is not now so qualified or to take any
action that would subject it to the service of process in suits or to taxation,
other than as to matters and transactions relating to the Registration
Statement, in any jurisdiction where it is not now so subject;

            (xiii) in connection with any sale of Transfer Restricted Securities
that will result in such securities no longer being Transfer Restricted
Securities, cooperate with the selling Holders to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and to register
such Transfer Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such sale of
Transfer Restricted Securities;

                                       12
<PAGE>   14

            (xiv) use its best efforts to cause the disposition of the Transfer
Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the disposition
of such Transfer Restricted Securities, subject to the proviso contained in
clause (xii) above;

            (xv) provide a CUSIP number for all Transfer Restricted Securities
not later than the effective date of a Registration Statement covering such
Transfer Restricted Securities and provide the Trustee under the Indenture with
printed certificates for the Transfer Restricted Securities which are in a form
eligible for deposit with the Depository Trust Company, Euroclear or
Clearstream, as applicable;

            (xvi) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its
security holders with regard to any applicable Registration Statement, as soon
as practicable, a consolidated earnings statement meeting the requirements of
Rule 158 (which need not be audited) covering a twelve-month period beginning
after the effective date of the Registration Statement (as such term is defined
in paragraph (c) of Rule 158 under the Act);

            (xvii) cause the Indenture to be qualified under the TIA not later
than the effective date of the first Registration Statement required by this
Agreement and, in connection therewith, cooperate with the Trustee and the
Holders to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the TIA; and
execute and use its best efforts to cause the Trustee to execute, all documents
that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so
qualified in a timely manner; and

            (xviii) provide promptly to each Holder each document filed with the
Commission pursuant to the requirements of Section 13 or Section 15(d) of the
Exchange Act.

        (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Partnership of the existence of any
fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Partnership that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus (in each case, the
"RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees
that it will either (i) destroy any Prospectuses, other than permanent file
copies, then in such Holder's possession which have been replaced by the
Partnership with more recently dated Prospectuses or (ii) deliver to the
Partnership (at the Partnership's expense) all copies, other than permanent file
copies, then in such Holder's possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice. The time period regarding the effectiveness of such

                                       13
<PAGE>   15

Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

        (a) All expenses incident to the Partnership's performance of or
compliance with this Agreement will be borne by the Partnership, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
New Senior Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Partnership and the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with
listing the New Senior Notes on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and (vi) all fees and
disbursements of independent certified public accountants of the Partnership
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

        The Partnership will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Partnership.

        (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Partnership will reimburse
the Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Senior Notes in the Exchange Offer and/or selling or reselling Senior
Notes or New Senior Notes pursuant to the "Plan of Distribution" contained in
the Exchange Offer Registration Statement or the Shelf Registration Statement,
as applicable, for the reasonable fees and disbursements of not more than one
counsel, who shall be Hogan & Hartson L.L.P., unless another firm shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared. Such Holders shall be responsible for any and all other out-of-pocket
expenses of the Holders incurred in connection with the registration of the
Notes.

SECTION 8. INDEMNIFICATION

        (a) The Partnership agrees to indemnify and hold harmless each Holder,
its directors, officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act),
from and against any and all losses, claims, damages, liabilities, judgments,
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action that
could give rise to any such losses, claims, damages, liabilities or judgments)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto) provided by the Partnership to any
Holder or any prospective purchaser of New Senior Notes, or caused by any
omission or

                                       14
<PAGE>   16

alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the
Partnership by any of the Holders; provided, however, that (i) the Partnership
will not be liable in any case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission made therein in reliance upon and in conformity
with written information furnished to the Partnership by or on behalf of any
such Holder or underwriter or managing underwriter specifically for inclusion
therein, (ii) the Partnership shall not be liable to any indemnified party under
this Section 8 with respect to any Shelf Registration Statement or Prospectus to
the extent that any such loss, claim, damage or liability of such indemnified
party results solely from an untrue statement of material fact contained in, or
the omission of a material fact from, the Shelf Registration Statement or
Prospectus which untrue statement or omission was corrected in an amended or
supplemented Shelf Registration Statement or Prospectus, if the person alleging
such loss, claim, damage or liability was not sent or given, at or prior to the
written confirmation of such sale a copy of the amended or supplemented Shelf
Registration Statement or Prospectus if the Partnership had previously furnished
copies thereof to such indemnified party and if such delivery of a Prospectus is
finally judicially determined to be required by the Act and was not so made and
(iii) the Partnership will not be liable to any indemnified party under this
Section 8 with respect to any Shelf Registration Statement or Prospectus to the
extent that any such loss, claim, damage or liability of such indemnified party
results (A) from the use of a Shelf Registration Statement during a period when
a stop order has been issued in respect thereof or any proceedings for that
purpose have been initiated or (B) from the use of the Prospectus during a
period when the use of the Prospectus has been suspended in accordance with
Section 6(c)(iii)(C) hereof, provided, in each case, that Holders received prior
notice of such stop order, initiation of proceedings or suspension.

        (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Partnership and its directors
and officers, and each person, if any, who controls (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) the Partnership, to the
same extent as the foregoing indemnity from the Partnership set forth in section
(a) above, but only with reference to information relating to such Holder
furnished in writing to the Partnership by such Holder expressly for use in any
Registration Statement. In no event shall any Holder, its directors, officers or
any Person who controls such Holder be liable or responsible for any amount in
excess of the amount by which the total amount received by such Holder with
respect to its sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer
Restricted Securities and (ii) the amount of any damages that such Holder, its
directors, officers or any Person who controls such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.

        (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any

                                       15
<PAGE>   17

action in respect of which indemnity may be sought pursuant to both Sections
8(a) and 8(b), a Holder shall not be required to assume the defense of such
action pursuant to this Section 8(c), but may employ separate counsel and
participate in the defense thereof, but the fees and expenses of such counsel,
except as provided below, shall be at the expense of the Holder). Any
indemnified party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Partnership, in the case of parties indemnified pursuant to Section 8(b).
The indemnifying party shall indemnify and hold harmless the indemnified party
from and against any and all losses, claims, damages, liabilities and judgments
by reason of any settlement of any action (i) effected with its written consent
or (ii) effected without its written consent if the settlement is entered into
more than twenty business days after the indemnifying party shall have received
a request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

        (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Partnership, on the
one hand, and the Holders, on the other hand, from their sale of Transfer
Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Partnership, on the one hand, and of the Holder, on the
other hand, in connection with the statements or omissions which

                                       16
<PAGE>   18

resulted in such losses, claims, damages, liabilities or judgments, as well as
any other relevant equitable considerations. The relative fault of the
Partnership, on the one hand, and of the Holder, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Partnership, on the one
hand, or by the Holder, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and judgments referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

        The Partnership and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities plus (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(c) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

        The Partnership agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Partnership (i) is not subject to Section 13 or 15(d) of the Exchange Act, to
make available, upon request of any Holder, to such Holder or beneficial owner
of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

                                       17
<PAGE>   19

SECTION 10. MISCELLANEOUS

        (a) Remedies. The Partnership acknowledges and agrees that any failure
by the Partnership to comply with its obligations under Sections 3 and 4 hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Partnership's obligations under
Sections 3 and 4 hereof. The Partnership further agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

        (b) No Inconsistent Agreements. The Partnership will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The Partnership has
not previously entered into any agreement granting any registration rights with
respect to its debt securities to any Person. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Partnership's securities under any
agreement in effect on the date hereof.

        (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Partnership has obtained the written
consent of Holders of all outstanding Transfer Restricted Securities and (ii) in
the case of all other provisions hereof, the Partnership has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held by
the Partnership or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or indirectly
the rights of other Holders whose Transfer Restricted Securities are not being
tendered pursuant to such Exchange Offer, may be given by the Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities
subject to such Exchange Offer.

        (d) Third-Party Beneficiary. The Holders shall be third-party
beneficiaries to the agreements made hereunder between the Partnership, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

        (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

            (i) if to a Holder, at the address set forth on the records of the
Registrar under the Indenture, with a copy to the Registrar under the Indenture;
and

            (ii) if to the Partnership:

                                       18
<PAGE>   20

                      Arden Realty Limited Partnership
                      11601 Wilshire Boulevard, Fourth Floor
                      Los Angeles, California  90025
                      Telecopier No.: (310) 966-2699
                      Attention: Diana M. Laing

                      With a copy to:
                      Latham & Watkins
                      650 Town Center Drive, 20th Floor
                      Costa Mesa, California  92626-1918
                      Telecopier No.:  (714) 755-8290
                      Attention:  William J. Cernius, Esq.

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

        Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

        (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

        (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

        (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

        (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

        (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity,

                                       19
<PAGE>   21

legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.

        (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.



                                       20
<PAGE>   22


        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



                               ARDEN REALTY LIMITED PARTNERSHIP

                               By:       Arden Realty, Inc., its general partner


                                         By: /s/ DIANA M. LAING
                                             -----------------------------------
                                             Name:  Diana M. Laing
                                             Title: Executive Vice President
                                                    and Chief Financial Officer



Accepted on behalf of all Initial Purchasers:

LEHMAN BROTHERS INC.


By: /s/ JAMES W. MERLI
    ---------------------------------------------
     Name:  James W. Merli
     Title: Managing Director