Exhibit 10.4 - JPMorgan




Exhibit 10.4




Amendment to Sales Agreement
Dated as of October 2, 2013


J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York  10179




Ladies and Gentlemen:
Reference is hereby made to the Sales Agreement dated July 25, 2011 (the “Sales Agreement”) among Kilroy Realty Corporation, a Maryland corporation (the “Company”), Kilroy Realty L.P., a Delaware limited partnership, and J.P. Morgan Securities LLC (the “Agent”).  Capitalized terms used herein and not defined have the respective meanings set forth in the Sales Agreement.
The Sales Agreement contemplates the offering and sale of Shares pursuant to the Company’s and the Operating Partnership’s registration statement on Form S-3 (File Nos. 333‐172560 and 333-172560-1) (the “Prior Registration Statement”).  The Company and the Operating Partnership have filed with the Commission (i) a new automatic shelf registration statement on Form S-3 (File Nos. 333-191524 and 333-191524-01) relating to, among other things, the Shares (which new registration statement became effective upon the filing thereof with the Commission on the date hereof) and (ii) a new prospectus supplement dated October 2, 2013 (the “New Prospectus Supplement”) relating to the Shares and an accompanying prospectus dated October 2, 2013 (the “New Base Prospectus”).  As used herein, the term “New Registration Statement” means, collectively, the various parts of such new registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date.
The parties hereto hereby agree that, from and after the date hereof, the term “Registration Statement,” as used in the Sales Agreement, shall include the New Registration Statement; the term “Base Prospectus,” as used in the Sales Agreement, shall include the New Base Prospectus; and the term “Prospectus Supplement,” as used in the Sales Agreement, shall include the New Prospectus Supplement; and further agree that the Sales Agreement, as amended hereby, shall remain in full force and effect.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Signature Page Follows] 











If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this agreement, along with all counterparts, will become a binding agreement between the Agent, the Company and the Operating Partnership in accordance with its terms. 


Very truly yours,
	
		
	 KILROY REALTY CORPORATION

	 
	 

	By:
	/s/ Tyler H. Rose

	 
	Tyler H. Rose
Executive Vice President and 
Chief Financial Officer

	 
	 

	By:
	/s/ Heidi R. Roth

	 
	Heidi R. Roth
Senior Vice President and 
Chief Accounting Officer








	
		
	 KILROY REALTY, L.P.

	 
	 

	By:
	Kilroy Realty Corporation, as the General Partner

	 
	 

	By:
	/s/ Tyler H. Rose

	 
	Tyler H. Rose
Executive Vice President and 
Chief Financial Officer

	 
	 

	By:
	/s/ Heidi R. Roth

	 
	Heidi R. Roth
Senior Vice President and 
Chief Accounting Officer









2






	
		
	Accepted:

	J.P. MORGAN SECURITIES LLC

	 
	 

	By:
	/s/ Jim Smith

	 
	Authorized Representative







3