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Exhibit 99.5
LETTER TO CLIENTS
FOR TENDER OF
$100,000,000 8.50% SENIOR NOTES DUE 2010 FOR ANY AND ALL
UNREGISTERED 8.50% SENIOR NOTES DUE 2010
OF
ARDEN REALTY LIMITED PARTNERSHIP
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 A.M., NEW YORK
CITY TIME, ON , 2001, THE EXPIRATION DATE, UNLESS THE EXCHANGE OFFER IS EXTENDED
BY ARDEN REALTY LIMITED PARTNERSHIP. TENDERED NOTES MAY BE WITHDRAWN PRIOR TO
THE EXPIRATION DATE.
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To Our Clients:
We are enclosing herewith a prospectus, dated , 2001,
of Arden Realty Limited Partnership (the "Partnership") and a related Letter of
Transmittal which together constitute the "Exchange Offer" relating to the offer
by the Partnership to exchange its 8.50% senior notes due 2010, registered under
the Securities Act of 1933, as amended (the "Securities Act"), for any and all
of its unregistered 8.50% senior notes due 2010. The registered notes received
in exchange for the unregistered notes are sometimes collectively referred to
herein in as the exchange notes, upon the terms and subject to the conditions
set forth in the Exchange Offer. The Exchange Offer is not conditioned upon any
minimum number of unregistered notes being tendered.
We are the holder of record of unregistered notes held by us for your
own account. A tender of such unregistered notes can be made only by us as the
record holder and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
unregistered notes held by us for your account.
We request instructions as to whether you wish to tender any or all of
the unregistered notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may
on your behalf make the representations contained in the Letter of Transmittal.
If you elect to tender your unregistered notes, you will represent to
the Partnership pursuant to the Letter of Transmittal, among other things, that
(1) the exchange notes acquired pursuant to the Exchange Offer are being
acquired in the ordinary course of business of the person receiving such
exchange notes, (2) you do not have an arrangement or understanding with any
person to participate in the distribution within the meaning of the Securities
Act of such exchange notes, (3) you are not engaged in nor intend to participate
in the distribution of the exchange notes and (4) you are not an "affiliate" of
the Partnership within the meaning of Rule 405 under the Securities Act or, if
you are an "affiliate," you will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable. If you are
a broker-dealer (whether or not you are also an "affiliate") that will receive
exchange notes for your own account in exchange for unregistered notes, you will
represent that your unregistered notes were acquired as a result of
market-making activities or other trading activities, and acknowledge that you
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such exchange notes. By acknowledging that you
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such exchange notes, you are not
deemed to admit that you are an "underwriter" within the meaning of the
Securities Act. Please refer to the Letter of Transmittal for the full text of
the representations you are required to make to the Partnership.
Please read the Letter of Transmittal carefully, including the
instructions contained therein, before providing us with instructions on whether
to tender your unregistered notes on your behalf.
Very truly yours,
