KILROY REALTY, L.P.
THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
This Third Amendment to the Fifth Amended and Restated Agreement of Limited Partnership (this “ Amendment ”) is
made as of May 21, 2009 by and among Kilroy Realty Corporation, a Maryland corporation, as general partner (the “ General
Partner ”) of Kilroy Realty, L.P., a Delaware limited partnership (the “ Partnership ”), and the other parties listed on the signature
pages hereto, for the purpose of amending the Fifth Amended and Restated Agreement of Limited Partnership, dated as of
March 5, 2004, as amended to the date hereof (the “ Partnership Agreement ”).
WHEREAS, the signatories hereto desire to amend the Partnership Agreement as set forth herein;
NOW THEREFORE, in consideration of the foregoing, the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the signatories hereto, intending to be legally
bound, agree to continue the Partnership and amend the Partnership Agreement as follows:
Defined Terms. Capitalized terms used without definition in this Amendment shall have the meaning given to each such term in
the Partnership Agreement.
Section 1.1 .
Section 1.1 of the Partnership Agreement is hereby amended to include the following new definition:
“ Adjusted Net Income ” means for each fiscal year of the Partnership, an amount equal to the Partnership’s Net
Income or Net Loss for such fiscal year, computed without regard to the items set forth below, provided if the Adjusted Net
Income for such fiscal year is a negative number (i.e., a net loss), then the Adjusted Net Income for that fiscal year shall be
treated as if it was zero:
(a) Depreciation; and
(b) Net gain or loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of
the Partnership, including but not limited to net gain or loss treated as realized in connec