DESCRIPTION OF MATERIAL PROVISIONS OF THE PARTNERSHIP AGREEMENT
OF KILROY REALTY, L.P.
The following is a summary of certain terms and provisions of the Seventh Amended and Restated Agreement of
Limited Partnership of the operating partnership, which we refer to, together with any subsequent amendments, supplements or restatements thereof, as the partnership agreement. The following description does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the provisions of the partnership agreement. For more detail, you should refer to the partnership agreement itself, which is incorporated by reference to our SEC filings. See
Where You Can Find More Information.
Management of the Partnership
The operating partnership is a Delaware limited partnership. The Company is the sole general partner of the operating partnership and conducts
substantially all of its business through the operating partnership.
As the sole general partner of the operating partnership, the
Company exercises exclusive and complete discretion in the day-to-day management and control of the operating partnership. Subject to certain exceptions set forth in the partnership agreement, the Company can cause the operating partnership to enter
into certain major transactions including acquisitions, dispositions and refinancings and cause changes in its line of business, capital structure and distribution policies. Limited partners may not transact business for, or participate in the
management activities or decisions of, the operating partnership, except as provided in the partnership agreement and as required by applicable law.
The operating partnership has both preferred limited partnership interests and common limited partnership interests. As of September 23, 2016,
the operating partnership had issued and outstanding 4,000,000 6.875% Series G Cumulative Redeemable Preferred Units, or the Series G preferred units, 4,000,000 6.375% Series H Cumulative Redeemable Preferred Units, or the
Series H preferred units, all of which were held by the Company, and 2,631,276 common units. In this discussion, We refer collectively to the Series G preferred units, the Series H preferred units and any other preferred units the
operating partnership may issue in the future as preferred units, and to the preferred units and the common units as the units.
Indemnification of the
Companys Officers and Directors
To the extent permitted by applicable law, the partnership agreement provides indemnity to the
Company, as general partner, and its officers, directors, employees, agents and any other persons the Company may designate. Similarly, the partnership agreement limits the Companys liability, as well as that of its officers, directors,
employees and agents, to the operating partnership.
Transferability of Partnership Interests
Generally, the Company may not voluntarily withdraw from or transfer or assign its interest in the operating partnership without the consent of
the holders of at least 60% of the common units including the Companys interest. The limited partners may, without the consent of the general partner, transfer, assign, sell, encumber or otherwise dispose of their units in the operating
partnership to family members, affiliates (as defined under federal securities laws) and charitable organizations and as collateral in connection with certain lending transactions, and, with the consent of the general partner, may also transfer,
assign or sell their units to accredited investors. In each case, the transferee must agree to assume the transferors obligations under the partnership agreement. This transfer is also subject to the Companys right of first refusal to
purchase the limited partners units for our benefit.
In addition, without the Companys consent, limited partners may not
transfer their units:
|
|
|
to any person who lacks the legal capacity to own the units;
|
34