8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 20, 2009

KILROY REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-12675	95-4598246
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12200 W. Olympic Boulevard, Suite 200, Los Angeles, California	90064
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 481-8400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS. 

On July 20, 2009, Kilroy Realty, L.P., as borrower, and Kilroy Realty Corporation, as guarantor, entered into Amendment No. 3 (the “Amendment”) to the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with the Banks listed on the signature pages thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Commerzbank AG and Wachovia Bank, National Association, as Syndication Agents, J.P. Morgan Securities Inc. and Banc of Ameria Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and Keybank National Association and PNC Bank, National Association, as Co-Documentation Agents. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Credit Agreement or the Amendment, as applicable.

The Amendment amends and restates Section 5.20(a) of the Credit Agreement so that the occupancy covenant is suspended unless the unencumbered asset pool debt service coverage falls to 3.5x or below. At June 30, 2009, the unencumbered asset pool debt service coverage was 5.1x. Unencumbered asset pool debt service coverage is calculated by dividing the unencumbered asset pool net operating cash flow by the unsecured debt service on a trailing four quarter basis.

The above summary is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this report as Exhibit 10.1. The full text of the Amendment is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.

(d) Exhibits.

10.1    Amendment No. 3 to Fourth Amended and Restated Credit Agreement dated July 20, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KILROY REALTY CORPORATION
By:	/s/ Heidi R. Roth
	Heidi R. Roth
	Senior Vice President and Controller

Date: July 23, 2009

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EXHIBIT INDEX

Exhibit Number	Description
10.1*	Amendment No. 3 to Fourth Amended and Restated Credit Agreement dated July 20, 2009

* Filed herewith.

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

THIS AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of July     , 2009, by and among KILROY REALTY, L.P., a Delaware limited partnership (the “Borrower”), KILROY REALTY CORPORATION, as Guarantor (the “Guarantor”), the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., COMMERZBANK AG and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agents, J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, and KEYBANK NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

W I T N E S S E T H:

WHEREAS, the Borrower and the Banks have entered into the Fourth Amended and Restated Revolving Credit Agreement, as of October 22, 2004, as amended by Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated as of June 30, 2005, and by Amendment No. 2 to Fourth Amended and Restated Credit Agreement, dated as of April 26, 2006 (as so amended, 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. Certain Requirements for the Unencumbered Asset Pool. Section 5.20(a) is hereby deleted and the following substituted therefore:

(a) At any time when the ratio of Unencumbered Asset Pool Net Operating Cash Flow to Unsecured Debt Service is 3.5:1.0 or less (determined on a quarterly basis in accordance with Section 5.8(f)), the Real Property Assets in the Unencumbered Asset Pool shall be on average during any consecutive twelve-month period (tested quarterly) at least 85% leased to tenants.

3. Effective Date. This Amendment shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by the Borrower and the Required Banks (the date of such receipt being deemed the “Effective Date”).

4. Representations and Warranties. Borrower hereby represents and warrants that as of the Effective Date, all the representations and warranties set forth in the Credit

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Agreement, as amended hereby (other than representations and warranties which expressly speak as of a different date), are true and complete in all material respects.

5. Entire Agreement. This Amendment, together with a fee letter, dated as of even date herewith, between the Borrower and the Administrative Agent, 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. Except as modified herein, 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 in all respects.

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written.

BORROWER:	KILROY REALTY, L.P., a Delaware limited partnership
	By:	Kilroy Realty Corporation, a Maryland corporation, its general partner
		By:
			Name:
			Title:
		By:
			Name:
			Title:

FOR PURPOSES OF AGREEING TO BE BOUND BY THE PROVISIONS OF THIS AMENDMENT:

KILROY REALTY CORPORATION
By:
	Name:
	Title:
By:
	Name:
	Title:

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank
By:
	Name:
	Title:

BANK OF AMERICA, N.A.
By:
	Name:
	Title:

COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK AND GRAND CAYMAN BRANCHES
By:
	Name:
	Title:
By:
	Name:
	Title:

WACHOVIA BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:

PNC BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:

KEYBANK NATIONAL ASSOCIATION
By:
	Name:
	Title:

UNION BANK OF CALIFORNIA
By:
	Name:
	Title:

U.S. BANK
By:
	Name:
	Title:

BANK OF THE WEST
By:
	Name:
	Title:

EMIGRANT BANK
By:
	Name:
	Title:

THE ROYAL BANK OF SCOTLAND plc
By:
	Name:
	Title:

THE BANK OF NOVA SCOTIA
By:
	Name:
	Title:

CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
By:
	Name:
	Title:

KBC BANK N.V.
By:
	Name:
	Title:
By:
	Name:
	Title:

COMERICA BANK
By:
	Name:
	Title:

ALLIED IRISH BANKS, p.l.c.
By:
	Name:
	Title:
By:
	Name:
	Title:

CATHAY UNITED BANK
By:
	Name:
	Title:

CHEVY CHASE BANK
By:
	Name:
	Title:

SUMITOMO MITSUI BANKING CORPORATION
By:
	Name:
	Title: