First Amendment to Revolving Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO REVOLVING 
 CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of June 22, 2011, by and among
KILROY REALTY, L.P. (the “Borrower”), KILROY REALTY CORPORATION (the “General Partner”), the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Banks, J.P. MORGAN
SECURITIES LLC (successor to J.P. Morgan Securities Inc.) and MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED (successor to Banc of America Securities LLC), as Joint Lead Arrangers and Joint Bookrunners, BANK OF AMERICA, N.A., as
Syndication Agent, and THE BANK OF NOVA SCOTIA, PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, and BARCLAYS BANK PLC, as Documentation Agents. 
 W I T N E S S E T H: 
 WHEREAS, the Borrower and the Banks have entered into the Revolving Credit Agreement, as of August 10, 2010 (the “Credit Agreement”); and 

WHEREAS, the parties desire to modify the Credit Agreement upon the terms and conditions set forth herein. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows: 
 1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Credit Agreement. 
 2. Amendments. 

(a) All references to J.P. Morgan Securities Inc. shall be deemed to be to “J.P. Morgan Securities LLC”, and all
references to Banc of America Securities LLC shall be deemed to be to “Merrill Lynch, Pierce, Fenner & Smith Incorporated”. 
 (b) The following definition shall be added in alphabetical order: 
 “First
Amendment” means the First Amendment to Revolving Credit Agreement, dated as of June 22, 2011, among the Borrower, the Administrative Agent and the Banks. 

(c) The pricing table in the definition of “Applicable Margin” is hereby deleted and the following substituted
therefor: 








					
	 Range of Borrower’s Credit

Rating*
	  	 Applicable Margin for

Euro-Dollar Loans

(% per annum)
	  	 Applicable Margin for Base

Rate Loans
 (% per
annum)

	 <BBB-/Baa3 or unrated
	  	2.050%	  	1.050%
	 BBB-/Baa3
	  	1.750%	  	0.750%
	 BBB/Baa2
	  	1.450%	  	0.450%
	 BBB+/Baal
	  	1.250%	  	0.250%
	 A-/A3 or better
	  	1.175%	  	0.175%

 (d) The definition of “Commitment” is hereby deleted and the following
substituted therefore: 
 “Commitment” means, with respect to each Bank, the amount indicated on its signature
page to the Amendment, as such amount may be reduced from time to time pursuant to Sections 2.9(b) and 2.11(f), or increased pursuant to Section 9.17. 
 (e) The definition of “Extended Maturity Date” is hereby deleted and the following substituted therefore: “‘Extended Maturity Date’ means August 10, 2016.”

 (f) The reference to “7.75%” in the definition of FMV Cap Rate is hereby deleted and
“7.50%” substituted therefore. 
 (g) The definition of “Loan Documents” is hereby deleted
and the following substituted therefor: 
 “Loan Documents” means this Agreement, the First Amendment, the
Notes, the Guaranty, the Letter(s) of Credit, the Letter of Credit Documents and any related documents. 
 (h)
The definition of “Original Maturity Date” is hereby deleted and the following substituted therefore: “‘Original Maturity Date’ means August 10, 2015.” 

(i) The phrase “or land” appearing in clause (i) of the definition of Unencumbered Asset Pool Properties,
is hereby deleted. 
 (j) The phrase “land or” appearing in clauses (ii), (ii)(A) and (ii)(B) of the
definition of Unencumbered Asset Pool Properties Value, as well as the word “land”, appearing in clause (ii)(B) thereof, are hereby deleted. 
 (k) The pricing table in Section 2.8(a) is hereby deleted and the following substituted therefor: 

  
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	 Borrower’s Credit Rating
	  	 Facility Fee

	 <BBB-/Baa3 or unrated
	  	.450%
	 BBB-/Baa3
	  	.350%
	 BBB/Baa2
	  	.300%
	 BBB+/Baal
	  	.250%
	 A-/A3 or better
	  	.225%

 (l) The reference to “0.35%” in Section 2.8(d) is hereby deleted and
“0.25%” substituted therefor. 
 (m) The reference to “three (3) Euro-Dollar Business
Days’” in Section 2.11(b) is hereby deleted and the phrase “one (1) Euro-Dollar Business Day’s” substituted therefor. In addition, the following is added to the second sentence of Section 2.11(b), immediately
before the period: “, and the Administrative Agent shall notify the Banks of receipt of any such notice on the same Euro-Dollar Business Day as received by it” 

(n) The following is inserted to Section 5.8(a) immediately before the period: “; provided, however, with
respect to any period in which Borrower or any of its Consolidated Subsidiaries have acquired a Real Property Asset (or multiple Real Property Assets in a single transaction) for a price of more than $150,000,000, Total Debt to Total Asset Value for
such quarter and the next succeeding quarter may increase to 65%, provided such ratio does not exceed 60% thereafter” 
 (o) Section 5.8(h) is hereby deleted. 
 (p)
Section 8.3(a) is hereby amended by inserting the following after the last sentence thereof: 
 For purposes hereof, all
requests, rules, guidelines or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a change after the date hereof or after the date of the related Money Market Quote, as applicable,
regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or
similar authority) or the United States financial regulatory authorities shall be deemed to be such a change regardless of the date adopted, issued, promulgated or implemented, provided, however, that if the applicable Bank shall have implemented
changes prior to Effective Date (as defined in the Amendment hereto) in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof or after the date of the related Money
Market Quote, as applicable, with respect to such Bank. 
 3. Effective Date. This Amendment shall become effective upon
receipt by the Administrative Agent of counterparts hereof signed by the Borrower and all the Banks (the date of such receipt being deemed the “Effective Date”). 

  
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 4. Representations and Warranties. Borrower hereby represents and warrants that, as
of the Effective Date, (i) all the representations and warranties set forth in the Credit Agreement, as amended hereby (other than representations and warranties that expressly speak as of a different date), are true and complete in all
material respects, and (ii) no Default or Event of Default has occurred or is outstanding. 
 5. Entire Agreement.
This Amendment constitutes the entire and final agreement among the parties hereto with respect to the subject matter hereof and there are no other agreements, understandings, undertakings, representations or warranties among the parties hereto with
respect to the subject matter hereof except as set forth herein. 
 6. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the law of the State of New York. 
 7. Counterparts. This Amendment may be
executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. 

8. Headings, Etc. Section or other headings contained in this Amendment are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Amendment. 
 9. No Further Modifications. All of the terms and conditions
of the Credit Agreement, as modified hereby, shall remain in full force and effect and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement and the other Loan Documents in all
respects. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written. 
  

			
	KILROY REALTY, L.P., a Delaware limited partnership
		
	By:	 	Kilroy Realty Corporation, a Maryland corporation, its general partner
		
	By:	 	 /s/ Tyler H. Rose

	Name:	 	Tyler H. Rose
	Title:	 	Executive Vice President and CFO
		
	By:	 	 /s/ Michelle Ngo

	Name:	 	Michelle Ngo
	Title:	 	Vice President and Treasurer
	
	For purposes of being bound by the amendments set forth herein, both as General Partner and as the guarantor under the Guaranty:
	
	KILROY REALTY CORPORATION, a Maryland corporation,
		
	By:	 	 /s/ Tyler H. Rose

	Name:	 	Tyler H. Rose
	Title:	 	Executive Vice President and CFO
		
	By:	 	 /s/ Michelle Ngo

	Name:	 	Michelle Ngo
	Title:	 	Vice President and Treasurer



  
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	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank
		
	By:	 	 /s/ Marc Costantino

	Name:	 	Marc Costantino
	Title:	 	Executive Director


 Commitment: $44,000,000


  
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	BANK OF AMERICA, N.A., as Syndication Agent and as a Bank
		
	By:	 	 /s/ James P. Johnson

	Name:	 	James P. Johnson
	Title:	 	Senior Vice President


 Commitment: $44,000,000


  
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	 U.S. BANK NATIONAL ASSOCIATION, as
 Documentation Agent and as a Bank

		
	By:	 	 /s/ Patrick J. Brown

	Name:	 	Patrick J. Brown
	Title:	 	Vice President


 Commitment: $40,000,000 

  
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	 PNC BANK, NATIONAL ASSOCIATION, as
 Documentation Agent and as a Bank

		
	By:	 	 /s/ Darin Mortimer

	Name:	 	Darin Mortimer
	Title:	 	Vice President


 Commitment: $40,000,000 

  
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	THE BANK OF NOVA SCOTIA, as Documentation Agent and as a Bank
		
	By:	 	 /s/ Christopher Usas

	Name:	 	Christopher Usas
	Title:	 	Director


 Commitment: $40,000,000 

  
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	BARCLAYS BANK PLC, as a Bank
		
	By:	 	 /s/ Michael Mozer

	Name:	 	Michael Mozer
	Title:	 	Vice President


 Commitment: $40,000,000 

  
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	BANK OF THE WEST, N.A., as a Bank
		
	By:	 	 /s/ Ben Arroyo

	Name:	 	Ben Arroyo
	Title:	 	Vice President
		
	By:	 	 /s/ Arlene Mulchaey

	Name:	 	Arlene Mulchaey
	Title:	 	 Assistant Vice President and

Documentation Supervisor




Commitment: $28,000,000 

  
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	COMPASS BANK, an Alabama banking
corporation, as a Bank
		
	By:	 	 /s/ Brian Tuerff

	Name:	 	Brian Tuerff
	Title:	 	Senior Vice President


 Commitment: $34,000,000


  
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	 SUMITOMO MITSUI BANKING
 CORPORATION, as a Bank

		
	By:	 	 /s/ William G. Karl

	Name:	 	William G. Karl
	Title:	 	General Manager


 Commitment: $28,000,000 


  
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	ROYAL BANK OF CANADA, as a Bank
		
	By:	 	 /s/ Dan LePage

	Name:	 	Dan LePage
	Title:	 	Authorized Signatory


 Commitment: $34,000,000


  
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	UNION BANK, N.A., as a Bank
		
	By:	 	 /s/ Katherine Brandt

	Name:	 	Katherine Brandt
	Title:	 	Vice President


 Commitment: $34,000,000 

  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank
		
	By:	 	 /s/ Mark Loewen

	Name:	 	Mark Loewen
	Title:	 	Senior Vice President


 Commitment: $30,000,000


  
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	COMERICA BANK, as a Bank
		
	By:	 	 /s/ Charles Weddell

	Name:	 	Charles Weddell
	Title:	 	Vice President


 Commitment: $24,000,000 

  
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	KEYBANK, NATIONAL ASSOCIATION, as a Bank
		
	By:	 	 /s/ Timothy A. Sylvain

	Name:	 	Timothy A. Sylvain
	Title:	 	AVP


 Commitment: $20,000,000 

  
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	CATHAY UNITED BANK, LTD., as a Bank
		
	By:	 	 /s/ Grace Chou

	Name:	 	Grace Chou
	Title:	 	SVP & General Manager


 Commitment: $10,000,000


  
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	 CHANG HWA COMMERCIAL BANK,
 LTD., LOS ANGELES BRANCH, as a Bank

		
	By:	 	 /s/ Beverley Chen

	Name:	 	Beverley Chen
	Title:	 	VP & General Manager


 Commitment: $10,000,000


  
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