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Registration Rights Agreement, Dated May 24, 2010

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Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated May 24, 2010 (the " Agreement" ), is entered into by and among Kilroy Realty, L.P., a Delaware limited Partnership (the " Issuer" ), Kilroy Realty Corporation, a Maryland corporation (the " Guarantor" ) and J.P. Morgan Securities Inc., Banc of America Securities LLC and Barclays Capital Inc., as representatives (in such capacity, the " Representatives" ) of the several initial purchasers listed in Schedule 1 hereto (the " Initial Purchasers" ).

The Issuer, the Guarantor and the Initial Purchasers are parties to the Purchase Agreement, dated May 17, 2010 (the " Purchase Agreement" ), which provides for the sale by the Issuer to the Initial Purchasers of $250,000,000 in aggregate principal amount of 6.625% Senior Notes due 2020 of the Issuer (the " Notes" ), which will be guaranteed by the Guarantor (such guarantees, together with the Notes, are hereinafter collectively called the " Securities" ). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuer and the Guarantor have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

" Additional Interest" shall have the meaning set forth in Section 2(e) hereof.

" Agreement" means the " Agreement" referred to in the preamble, as the same may be amended or supplemented in accordance with its terms.

" Business Day" shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law or executive order to remain closed.

" Closing Date" shall mean the date hereof.

" Entitled Securities" shall mean each Security until the earliest to occur of: (i) the date on which such Security has been exchanged by a Person other than a broker-dealer for an Exchange Security in the Exchange Offer (unless the owner of such Exchange Security notifies the Issuer prior to the 30 th day following consummation of the Exchange Offer that it is not an " affiliate" (as defined in Rule 144) of the Guarantor or the Issuer and such Exchange Security is not freely tradable by it under the Securities Act); (ii) following the exchange by a broker-dealer in the Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is sold or otherwise transferred to a person (other than a broker-dealer) who receives from such broker-dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which such Security has been registered under the Securities Act and disposed of in accordance with an effective Shelf Registration Statement; or (iv) the date on which such Security is actually sold or otherwise transferred pursuant to Rule 144 (if available) under the Securities Act; provided that a Security

will not cease to be an Entitled Security for purposes of the Exchange Offer by virtue of this clause (iv). Anything herein to the contrary notwithstanding, (a) in any case where a broker-dealer receives an Exchange Security in the Exchange Offer or the owner of an Exchange Security gives the Issuer a notice contemplated by the provisions appearing in parentheses in clause (i) of the preceding sentence, such Exchange Security shall be considered an Entitled Security until such time as it ceases to be an Entitled Security pursuant to clause (ii), (iii) or (iv) of the preceding sentence; and (b) each Security purchased from the Issuer by any Initial Purchaser pursuant to the Purchase Agreement shall be deemed, so long as it is held by such Initial Purchaser or any other Initial Purchaser, to be an Entitled Security until such time as it ceases to be an Entitled Security pursuant to clause (ii), (iii) or (iv) of the preceding sentence.

" Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

" Exchange Date" shall have the meaning set forth in Section 2(b) hereof.

" Exchange Effectiveness Period" shall have the meaning set forth in Section 4(b) hereof.

" Exchange Offer" shall mean the exchange offer by the Issuer and the Guarantor of Exchange Securities for Entitled Securities pursuant to Section 2(a) hereof.

" Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

" Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) registering the Exchange Securities and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated or deemed to be incorporated by reference therein.

" Exchange Securities" shall mean notes issued by the Issuer and guarantees thereof by the Guarantor under the Indenture containing terms identical to the Securities (except that the Exchange Securities (other than any Exchange Securities which are Entitled Securities) will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

" FINRA" shall mean the Financial Industry Regulatory Authority.

" Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act or any successor to such rule.

" General Partner" shall have the meaning set forth in Section 5(b).

" Guarantees" shall mean the guarantees of the Securities and the Exchange Securities by the Guarantor pursuant to the Indenture and endorsed on the Securities and the Exchange Securities.


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" Guarantor" shall have the meaning set forth in the preamble and shall also include any successor entity pursuant to the terms of this Agreement.

" Holder" shall mean each Initial Purchaser, for so long as it owns any Entitled Securities, and each of the Initial Purchasers' respective successors, assigns and direct and indirect transferees who become owners of Entitled Securities under the Indenture; provided, however, that a Participating Broker-Dealer that holds Exchange Securities shall be deemed a Holder only so long as it is required to deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

" Indenture" shall mean the indenture relating to the Securities, dated as of the Closing Date, among the Issuer, the Guarantor and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

" Initial Purchasers" shall have the meaning set forth in the preamble.

" Inspector" shall have the meaning set forth in Section 3(a)(xiii) hereof.

" Issuer" shall have the meaning set forth in the preamble and shall also include any successor entity pursuant to the terms of this Agreement.

" Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act or any successor to such rule.

" Notifying Broker-Dealer" shall have the meaning set forth in Section 4(a) hereof.

" Participating Broker-Dealers" shall have the meaning set forth in Section 4(a) hereof.

" Permitted Free Writing Prospectus" shall have the meaning set forth in Section 6(k) hereof.

" Person" shall mean an individual, partnership, joint venture, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

" Prospectus" shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus or prospectus, and any such preliminary prospectus or prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Entitled Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to any such preliminary prospectus or prospectus, and in each case including any document incorporated by reference therein.

" Purchase Agreement" shall have the meaning set forth in the preamble.

" Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Issuer and the Guarantor with this Agreement, including without limitation:


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(i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and any filing with and review by FINRA (including reasonable and documented fees and disbursements of one firm of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Entitled Securities and any filing with and review by FINRA), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Issuer Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements, certificates representing the Securities and the Exchange Securities and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel and any custodian or escrow agent for the Exchange Offer and their respective counsel, (vii) the reasonable fees and disbursements of counsel for the Issuer and the Guarantor and, in the case of a Shelf Registration Statement, the reasonable and documented fees and disbursements of one counsel for the Holders (which counsel shall initially be counsel for the Initial Purchasers, subject to replacement upon action by a majority of the Holders), (viii) in the case of an Underwritten Offering, any fees and disbursements of underwriters customarily paid by issuers of securities in Underwritten Offerings and (ix) the fees and disbursements of the independent public accountants of the Issuer and the Guarantor and of any other Person, assets or business whose financial statements are included or incorporated or deemed to be incorporated by reference in a Registration Statement, including the expenses of any special audits or " comfort" letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders (other than fees and expenses set forth in clause (vii)) and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Entitled Securities by a Holder.

" Registration Default" shall have the meaning specified in Section 2(e) hereof.

" Registration Statement" shall mean any registration statement (including, without limitation, the Exchange Offer Registration Statement and any Shelf Registration Statement) of the Issuer and the Guarantor that covers any of the Exchange Securities or Entitled Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated or deemed to be incorporated by reference therein.

" Rule 144" means Rule 144 under the Securities Act, and any successor to such rule.

" SEC" shall mean the United States Securities and Exchange Commission and any successor or successors thereto.

" Securities" shall have the meaning set forth in the preamble.

" Securities Act" shall mean the Securities Act of 1933, as amended from time to time, and any successor thereto.


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" Shelf Effectiveness Period" shall have the meaning set forth in Section 2(b) hereof.

" Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof.

" Shelf Registration Statement" shall mean a " shelf" registration statement of the Issuer and the Guarantor filed under the Securities Act providing for the registration on both a continuous and delayed basis of the Entitled Securities pursuant to Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated or deemed to be incorporated by reference therein; provided that such " shelf" registration statement may be an amendment to the Exchange Offer Registration Statement.

" Shelf Request" shall have the meaning set forth in Section 2(b) hereof.

" Staff" shall mean the staff of the SEC.

" Suspension Notice" shall have the meaning specified in Section 3(d) hereof.

" Target Registration Date" shall have the meaning set forth in Section 2(e) hereof.

" Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended from time to time.

" Trustee" shall mean the trustee with respect to the Securities under the Indenture.

" Underwriter" shall have the meaning set forth in Section 3(f) hereof.

" Underwritten Offering" shall mean an offering in which Entitled Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act . (a) The Issuer and the Guarantor shall (i) cause to be filed on or prior to 180 days following the date hereof an Exchange Offer Registration Statement with the SEC covering an offer to the Holders to exchange all the Entitled Securities for a like aggregate principal amount of Exchange Securities, (ii) use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 270 days following the date hereof and (iii) unless the Exchange Offer would not be permitted by applicable law or SEC policy or applicable interpretations of the Staff, (1) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for at least 20 Business Days (or longer, if required by applicable securities laws) after the date notice of the Exchange Offer is sent to Holders and (2) use all commercially reasonable efforts to issue, on or prior to 30 Business Days (or longer, if required by applicable securities laws) after the date on which the Exchange Offer Registration Statement is declared effective by the SEC, Exchange Securities in exchange for a like aggregate principal amount of all Entitled Securities tendered and not withdrawn prior thereto in the Exchange Offer.


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The Issuer and the Guarantor shall commence the Exchange Offer by providing the related Prospectus, appropriate letters of transmittal and other accompanying documents to The Depository Trust Company and by mailing such documents to any Holder of certificated Securities.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Issuer and the Guarantor that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Securities or Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an " affiliate" (within the meaning of Rule 405 under the Securities Act) of the Issuer or the Guarantor, (iv) it is not engaged in, and does not intend to engage in, the distribution (within the meaning of the Securities Act) of the Exchange Securities, (v) if such Holder is a broker-dealer that will receive Exchange Securities in exchange for Entitled Securities that were acquired for its own account as a result of market-making or other trading activities, such Holder acknowledges that it will deliver a Prospectus meeting the requirements of the Securities Act (or, to the extent permitted by law, otherwise make available a Prospectus to purchasers, including, without limitation, pursuant to Rule 172 under the Securities Act) in connection with any resale of such Exchange Securities, and (vi) such Holder is not acting on behalf of any Person who could not truthfully make the foregoing representations.

As soon as practicable after the last Exchange Date, the Issuer and the Guarantor shall:

(i) accept for exchange all Entitled Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the related letter of transmittal; and

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Entitled Securities or portions thereof so accepted for exchange by the Issuer and the Guarantor and issue, and use commercially reasonable efforts to cause the Trustee to promptly authenticate and deliver to each applicable Holder, Exchange Securities equal in principal amount to the principal amount of the Entitled Securities so accepted for exchange.

The Issuer and the Guarantor shall use all commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer.

The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable SEC policy.

(b) In the event that (i) the Issuer and the Guarantor (1) do not cause the Exchange Offer Registration Statement to become effective on or prior to 270 days after the Closing Date or do not consummate the Exchange Offer within 30 Business Days after the date the Exchange Offer Registration Statement is declared effective (the 30th Business Day after such effective


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date is hereinafter called the " Exchange Date" ); or (2) are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy or applicable interpretations of the Staff; or (ii) any Holder of Entitled Securities notifies the Issuer (a " Shelf Request" ) prior to the 30th day following consummation of the Exchange Offer that: (a) it is prohibited by applicable law or SEC policy or applicable interpretations of the Staff, or because of its inability to make certain required representations, from participating in the Exchange Offer; (b) it may not resell the Exchange Securities 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; (c) it is not an " affiliate" (as defined in Rule 144) of the Guarantor or the Issuer and the Exchange Securities are otherwise not freely tradable by it under the Securities Act; or (d) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Issuer, then the Issuer and the Guarantor shall use all commercially reasonable efforts to file with the SEC, on or prior to 60 days after such filing obligation arises, a Shelf Registration Statement on the appropriate form providing for the sale to the public of all the Entitled Securities by the Holders thereof from time to time in accordance with the methods of distribution selected by the Holders of such Entitled Securities and to cause such Shelf Registration Statement to be declared effective by the SEC on or prior to 120 days after such filing obligation arises.

In the event that the Issuer and the Guarantor are requested to file a Shelf Registration Statement pursuant to clause (ii) of the preceding paragraph prior to the consummation of the Exchange Offer, the Issuer and the Guarantor shall use all commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Entitled Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Entitled Securities pursuant to such clause (ii) of the preceding paragraph.

The Issuer and the Guarantor agree to use all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and the related Prospectus current (subject to the right of the Issuer to suspend sales of Registrable Securities pursuant to the Shelf Registration Statement from time to time pursuant to Sections 3(d) and 3(e)) for a period of one year after the last date on which any Entitled Securities were originally issued, as such period may be extended under Section 3(g) (or a shorter period that will terminate when there are no longer any Entitled Securities outstanding) (the " Shelf Effectiveness Period" ). The Issuer and the Guarantor further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Entitled Securities with respect to information relating to such Holder, and to use all commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable.

(c) The Issuer and the Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any,


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relating to the sale or disposition by such Holder of its Entitled Securities pursuant to the Shelf Registration Statement.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462(b) under the Securities Act.

(e) In the event that (i) the Exchange Offer Registration Statement or Shelf Registration Statement, if required hereby, is not filed on or before the date specified in Section 2(a) or Section 2(b), respectively, (ii) any of the Exchange Offer Registration Statement or the Shelf Registration Statement, if required hereby, is not declared effective by the SEC on or prior to the date specified in Section 2(a) or Section 2(b), respectively (each, a " Target Registration Date" ), (iii) the Exchange Offer is not consummated within 30 Business Days after the date on which the Exchange Offer Registration Statement is declared effective by the SEC, or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement, if required hereby, is declared effective but thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable in connection with the resale of Entitled Securities (other than as a result of the Issuer' s right to suspend the use of such Registration Statement for the period of time and under the circumstances set forth in Sections 3(d) and 3(e)) at any time, in the case of the Exchange Offer Registration Statement, prior to the later of the consummation of the Exchange Offer and, if applicable, the end of the Exchange Effectiveness Period, or, in the case of the Shelf Registration Statement, at any time during the Shelf Effectiveness Period (each such event referred to in clauses (i) through (iv) above, a " Registration Default" ), then, (I) the interest rate on the Entitled Securities will be increased from and including the date on which any such Registration Default shall occur, to but excluding the date on which all Registration Defaults have been cured or cease to exist, by 0.25% per annum for the first 90-day period beginning on an including the date of occurrence of such Registration Default and (II) if all Registration Defaults are not cured or do not cease to exist prior to the end of such 90-day period, then from and including the first day after such 90-day period, the interest rate on the Entitled Securities will be increased by an additional 0.25% per annum (in each case, " Additional Interest" ) (provided that the rate at which Additional Interest shall accrue shall in no event exceed 0.50% per annum). Additional Interest will accrue and will be payable to but excluding the date on which all Registration Defaults have been cured or cease to exist. Additional Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will be paid to the Holders of the Entitled Securities in the same manner and times as interest is otherwise payable on the Entitled Securities. From and including the date on which all Registration Defaults have been cured or otherwise cease to exist, Additional Interest will cease to accrue unless and until a subsequent Registration Default occurs, in which case, Additional Interest shall again commence accruing pursuant to the foregoing provisions. A Holder of the Entitled Securities shall not be entitled to the Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement unless (i) such Holder has provided the Issuer with the information required by Section 3(b) of this Agreement in order to have such Holder' s Entitled Securities included in the Shelf Registration Statement or (ii) such Holder' s Entitled Securities are included in the Shelf Registration Statement. The Issuer agrees to pay such


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Addition Interest as and when the same shall become due and payable in accordance with the terms of this Agreement and the Indenture.

If any Additional Interest shall be accrued and unpaid on any Entitled Security at the time that it ceases to be an Entitled Security, the Issuer shall nonetheless remain obligated to pay all such accrued and unpaid Additional Interest in accordance with the terms of this Agreement and the Indenture.

(f) Without limiting the remedies available to the Holders, the Issuer and the Guarantor acknowledge that any failure by the Issuer or the Guarantor to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to 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, any Holder may obtain such relief as may be required to specifically enforce the Issuer' s and the Guarantor' s obligations under Section 2(a) and Section 2(b) hereof.

3. Registration Procedures .

(a) In connection with their obligations pursuant to Section 2(a), Section 2(b) and, to the extent applicable, Section 4 hereof, the Issuer and the Guarantor shall:

(i) prepare and file with the SEC within the time period specified in Section 2(a) the Exchange Offer Registration Statement and, if applicable, use all commercially reasonable efforts to prepare and file with the SEC within the time period specified in Section 2(b) the Shelf Registration Statement, in each case on the appropriate form under the Securities Act, which form (x) shall be selected by the Issuer and the Guarantor, (y) shall, in the case of a Shelf Registration, be available for the sale of the Entitled Securities by the Holders thereof from time to time and (z) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith; and use all c
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