AMENDMENT NO. 1 TO CREDIT AGREEMENT
-----------------------------------
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "AMENDMENT") is made as
of September 10, 2004 by and among BRANDYWINE REALTY TRUST ("BRT"), a Maryland
real estate investment trust, and BRANDYWINE OPERATING PARTNERSHIP, L.P.
("BOP"), a Delaware limited partnership (collectively, the "BORROWERS"), certain
Subsidiaries of the Borrowers, as Guarantors, the Lenders party hereto and
JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (the
"ADMINISTRATIVE AGENT"), as Swing Lender and as Issuing Lender.
WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent are parties to a Credit Agreement dated as of May 24, 2004
(the "CREDIT AGREEMENT"), pursuant to which the Lenders have agreed to make
loans and extend credit to the Borrowers on the terms and conditions set forth
therein;
WHEREAS, the Borrowers are seeking to acquire a portfolio of assets and
partnership interests of The Xxxxxxxxxx Company, L.P. (the "ACQUISITION");
WHEREAS, in connection with the Acquisition, the Borrowers have
requested that the Lenders amend certain financial covenants contained in the
Credit Agreement for a period following the Acquisition; and
WHEREAS, the Lenders are willing to so amend certain financial
covenants contained in the Credit Agreement on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and fully intending to be legally bound by this Amendment,
the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. As of the Effective Date (as defined
in ss.4 hereof) the Credit Agreement is hereby amended as follows:
2.1. NEW DEFINITIONS. Section 1.1 of the Credit Agreement is
amended by adding the following new definitions of "Amendment Effective
Date", "Pre-Stabilized Acquisition Properties", "Senior Term Loan
Credit Facility" and "Step-back Date" to Section 1.1 in the appropriate
alphabetical order:
""AMENDMENT EFFECTIVE DATE" means September 10, 2004,
which is the effective date of Amendment No. 1 to this Credit
Agreement.
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"PRE-STABILIZED ACQUISITION PROPERTIES" means the
Properties located at (i) 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxx, (ii) 000-000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxx and (iii) 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxx.
"SENIOR TERM LOAN CREDIT FACILITY" means the
Borrowers' $450,000,000 term loan credit facility for which
Bear Xxxxxxx Corporate Lending Inc. acts as administrative
agent.
"STEP-BACK DATE" has the meaning set forth in Section
7.2(d)."
2.2. DEFINITION OF LEVERAGE RATIO. The definition of "Leverage
Ratio" set forth in Section 1.1 of the Credit Agreement is amended by
adding the following proviso at the end of such definition:
"; provided that from the Amendment Effective Date
until October 1, 2005, Total Asset Value shall be calculated
by using the value at cost of the Pre-Stabilized Acquisition
Properties in lieu of the Property Value of the Pre-Stabilized
Acquisition Properties".
2.3. DEFINITION OF UNENCUMBERED PROPERTY VALUE. The definition
of "Unencumbered Property Value" set forth in Section 1.1 of the Credit
Agreement is amended by adding the following proviso at the end of such
definition:
"; provided that from the Amendment Effective Date
until October 1, 2005, Unencumbered Property Value shall be
calculated by using the value at cost of the Pre-Stabilized
Acquisition Properties (so long as such Properties constitute
Unencumbered Properties) instead of the Property Value of the
Pre-Stabilized Acquisition Properties".
2.4. LEVERAGE RATIO. Section 7.2(d) of the Credit Agreement is
amended and restated in its entirety to read as follows:
"(d) Leverage Ratio. The Leverage Ratio, as of the
end of each fiscal quarter of the Combined Parties, shall be
less than or equal to (i) .55 to 1.0 from the date hereof
until the Amendment Effective Date, (ii) .60 to 1.0 from the
Amendment Effective Date until the earlier of (A) March 31,
2005 or (B) the cancellation or termination in full of the
Senior Term Loan Credit Facility commitments or the repayment
in full of the principal amount of the term loans borrowed
under the Senior Term Loan Credit Facility (such earlier date
of (A) and (B) being referred to herein as the "STEP-BACK
DATE"), and (iii) .55 to 1.0 on and after the Step-back Date."
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2.5. UNSECURED DEBT LIMITATION. Section 7.2(e) of the Credit
Agreement is amended and restated in its entirety to read as follows:
"(e) Unsecured Debt Limitation. At the end of each
fiscal quarter of the Combined Parties, Unsecured Debt shall
be less than or equal to the sum (such sum being referred to
herein as the "ADJUSTED UNENCUMBERED Value") of (i)
Unencumbered Property Value divided by (A) 1.75 from the date
hereof until the Amendment Effective Date, (B) 1.55 from the
Amendment Effective Date until the Step-back Date and (C) 1.75
on and after the Step-back Date, plus (ii) Unencumbered
Construction-in-Process and Eligible Land Value divided by 2;
provided that (x) no Property shall account for more than 20%
of Adjusted Unencumbered Value and (y) Unencumbered
Construction-in-Process and Eligible Land Value divided by 2
shall not account for more than 25% of Adjusted Unencumbered
Value."
2.6. UNENCUMBERED CASH FLOW RATIO. Section 7.2(g) of the
Credit Agreement is amended and restated in its entirety to read as
follows:
"(g) Unencumbered Cash Flow Ratio. The Unencumbered
Cash Flow Ratio, as of the end of each fiscal quarter of the
Combined Parties, shall be greater than or equal to (i) 1.65
to 1.0 from the date hereof until the Amendment Effective
Date, (ii) 1.50 to 1.0 from the Amendment Effective Date until
the Step-back Date, and (iii) 1.65 to 1.0 on and after the
Step-back Date."
2.7. INTEREST RATE PROTECTION AGREEMENTS. Section 7.13 of the
Credit Agreement is amended and restated in its entirety to read as
follows:
"The Borrowers shall maintain Interest Rate Xxxxxx on
a notional amount of the Funded Debt which, when added to the
aggregate principal amount of the Funded Debt which bears
interest at a fixed rate, equals or exceeds (i) prior to April
1, 2005, 40%, and (ii) from and after April 1, 2005, 60%, of
the aggregate principal amount of all Funded Debt. "Interest
Rate Xxxxxx" shall mean interest rate exchange, collar, cap,
swap, adjustable strike cap, adjustable strike corridor or
similar agreements having terms, conditions and tenors
reasonably acceptable to the Administrative Agent and entered
into by the Credit Parties in order to provide protection to,
or minimize the impact upon, the Credit Parties of increasing
floating rates of interest applicable to the Funded Debt.
3. PROVISIONS OF GENERAL APPLICATION.
3.1. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers
hereby represents and warrants as of the date hereof that (a) each of
the representations and warranties of the Borrowers and the Guarantors
contained in the Credit Agreement, the other Loan Documents or in any
document or instrument delivered pursuant to or in connection with the
Credit Agreement or this Amendment are true as of the date as of which
they were made and are true at and as of the date of this Amendment
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(except to the extent that such representations and warranties
expressly speak as of a different date), (b) no Event of Default or
Default exists on the date hereof, (c) the organizational documents of
each of the Borrowers and the Guarantors attached to the Secretary's
Certificate dated as of May 24, 2004 remain in full force and effect
and such organizational documents have not been amended, annulled,
rescinded or revoked since May 24, 2004 and (d) this Amendment has been
duly authorized, executed and delivered by the Borrowers and the
Guarantors and is in full force and effect as of the Effective Date,
and the agreements and obligations of the Borrowers and the Guarantors
contained herein constitute the legal, valid and binding obligations of
the Borrowers and the Guarantors, enforceable against them in
accordance with their respective terms, except to the extent that the
enforcement thereof or the availability of equitable remedies may be
limited by applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent transfer, fraudulent conveyance or similar laws
now or hereafter in effect relating to or affecting creditors' rights
generally or by general principles of equity, or by the discretion of
any court in awarding equitable remedies, regardless of whether such
enforcement is considered in a preceding in equity or at law.
3.2. NO OTHER CHANGES. Except as otherwise expressly provided
or contemplated by this Amendment, all of the terms, conditions and
provisions of the Credit Agreement remain unaltered and in full force
and effect. The Credit Agreement and this Amendment shall be read and
construed as one agreement. The making of the amendments in this
Amendment does not imply any obligation or agreement by the
Administrative Agent or any Lender to make any other amendment, waiver,
modification or consent as to any matter on any subsequent occasion.
3.3. GOVERNING LAW. This Amendment shall be deemed to be a
contract under the laws of the State of New York. This Amendment and
the rights and obligations of each of the parties hereto are contracts
under the laws of the State of New York and shall for all purposes be
construed in accordance with and governed by the laws of such State
(excluding the laws applicable to conflicts or choice of law).
3.4. ASSIGNMENT. This Amendment shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
permitted successors and assigns.
3.5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, but all such counterparts shall together
constitute but one and the same agreement. In making proof of this
Amendment, it shall not be necessary to produce or account for more
than one counterpart thereof signed by each of the parties hereto.
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4. EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall become
effective on the date on which the following conditions precedent are satisfied
(such date being hereinafter referred to as the "EFFECTIVE DATE"):
(a) execution and delivery to the Administrative Agent by the
Required Lenders, the Borrowers, the Guarantors, and the Administrative
Agent of this Amendment;
(b) delivery to the Administrative Agent by the Borrowers of
resolutions of the governing board of the Borrowers authorizing this
Amendment and the Acquisition;
(c) delivery to the Administrative Agent of an opinion of
counsel to the Borrowers with respect to this Amendment in form and
substance satisfactory to the Administrative Agent;
(d) delivery to the Administrative Agent by the Borrowers of
evidence of the closing of the Acquisition in form and substance
satisfactory to the Administrative Agent; and
(e) payment by the Borrowers of the fees and expenses
described in the Fee Letter, dated as of August 25, 2004, by and among
JPMorgan Chase Bank, X.X. Xxxxxx Securities, Inc., and the Borrowers,
with respect to this Amendment.
[Remainder of page left blank intentionally]
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IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment as of the date first set forth above.
BORROWERS: BRANDYWINE REALTY TRUST,
--------- a Maryland real estate investment trust
By: /s/ Xxxxxxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Senior Vice President and
Chief Financial Officer
BRANDYWINE OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
By: /s/ Xxxxxxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Senior Vice President and
Chief Financial Officer
GUARANTORS: AAPOP 2, L.P., a Delaware limited partnership
----------
By: Xxxxxx Operating Partnership I, L.P., a
Delaware limited partnership, one of its
general partners
By: Brandywine Xxxxxx, L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine Realty Trust,
a Maryland real estate
investment trust,
its general partner
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, one of its
general partners
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE AMBASSADOR, L.P., a
Pennsylvania limited partnership
By: Brandywine Ambassador, L.L.C., a
Pennsylvania limited liability company,
its general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust,
its general partner
BRANDYWINE CENTRAL L.P., a
Pennsylvania limited partnership
By: Brandywine F.C., L.P., a Pennsylvania
limited partnership, its general partner
By: Brandywine F.C., L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine Realty
Trust, a Maryland real
estate investment trust,
its general partner
BRANDYWINE CIRA, L.P., a Pennsylvania
limited partnership
By: Brandywine Xxxx, LLC, a Pennsylvania
limited liability company, its general
partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE F.C., L.P., a Pennsylvania
limited partnership
By: Brandywine F.C., L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE GRANDE B, L.P., a Delaware
limited partnership
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE I.S., L.P., a Pennsylvania
limited partnership
By: Brandywine I.S., L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE METROPLEX, L.P., a
Pennsylvania limited partnership
By: Brandywine Metroplex, LLC, a
Pennsylvania limited liability company,
its general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE P.M., L.P., a Pennsylvania
limited partnership
By: Brandywine P.M., L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
BRANDYWINE XX XXXXXX, L.P., a
Pennsylvania limited partnership
By: Brandywine XX Xxxxxx, LLC, a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE TB INN, L.P., a Pennsylvania
limited partnership
By: Brandywine TB Inn, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE TB I, L.P., a Pennsylvania
limited partnership
By: Brandywine TB I, L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust,
its general partner
BRANDYWINE XX XX, L.P., a Pennsylvania
limited partnership
By: Brandywine XX XX, L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE TB V, L.P., a Pennsylvania
limited partnership
By: Brandywine TB V, L.L.C., a
Pennsylvania limited liability company, its
general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE TB VI, L.P., a Pennsylvania
limited partnership
By: Brandywine TB VI, L.L.C., a
Pennsylvania limited liability company, its
general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE TB VIII, L.P., a Pennsylvania
limited partnership
By: Brandywine TB VIII, L.L.C., a
Pennsylvania limited liability company, its
general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
C/N IRON RUN LIMITED PARTNERSHIP III,
a Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its
general partner
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
C/N LEEDOM LIMITED PARTNERSHIP II, a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
C/N OAKLANDS LIMITED PARTNERSHIP I, a
Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Xxxxxx, L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust,
its general partner
C/N OAKLANDS LIMITED PARTNERSHIP III,
a Pennsylvania limited partnership
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its general partner
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
X-XXXXXXX.XXX HOLDING, L.P., a
Pennsylvania limited partnership
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its general partner
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
FIFTEEN HORSHAM, L.P., a Pennsylvania
limited partnership
By: Xxxxxx Operating Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Xxxxxx, L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine Realty
Trust, a Maryland real
estate investment trust,
its general partner
IRON RUN LIMITED PARTNERSHIP V, a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P.,
a Delaware limited partnership, its general
partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
LC/N HORSHAM LIMITED PARTNERSHIP, a Pennsylvania
limited partnership
By: Xxxxxx Operating Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Xxxxxx, L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine Realty
Trust, a Maryland real
estate investment trust,
its general partner
LC/N XXXXX VALLEY LIMITED PARTNERSHIP I,
a Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Xxxxxx, L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine Realty
Trust, a Maryland real
estate investment trust,
its general partner
NEWTECH IV LIMITED PARTNERSHIP, a
Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Xxxxxx, L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine Realty
Trust, a Maryland real
estate investment trust,
its general partner
XXXXXXX LANSDALE LIMITED PARTNERSHIP III,
a Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Xxxxxx L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine Realty
Trust, a Maryland real
estate investment trust,
its general partner
XXXXXX OPERATING PARTNERSHIP I, L.P.,
a Delaware limited partnership
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
100 ARRANDALE ASSOCIATES, L.P., a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
111 ARRANDALE ASSOCIATES, L.P., a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
000 XXXXXXXX XXX ASSOCIATES, L.P., a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
000 XXXXXXXX XXX ASSOCIATES, L.P., a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its
general partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
000 XXXX XXXXX XXX ASSOCIATES, L.P., a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its
general partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
INTERSTATE CENTER ASSOCIATES, a
Virginia general partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, one of
its general partners
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
By: Brandywine Interstate 50, L.L.C., a Delaware
limited liability company, one of
its general partners
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a Maryland
real estate investment trust,
its general partner
IR NORTHLIGHT II ASSOCIATES, a
Pennsylvania general partnership
By: AAPOP 2, L.P., a Delaware limited
partnership, one of its general partners
By: Xxxxxx Operating Partnership I, L.P.,
a Delaware limited partnership,
one of its general partners
By: Brandywine Xxxxxx, L.L.C., a
Pennsylvania limited liability
company, its general partner
By: Brandywine Operating
Partnership, L.P., a
Delaware limited partnership,
its sole member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, one
of its general partners
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, one of its general partners
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
PLYMOUTH TFC GENERAL PARTNERSHIP, a Pennsylvania
general partnership
By: Brandywine P.M., L.P., a Pennsylvania
Limited Partnership, its general partner
By: Brandywine P.M., L.L.C., a Pennsylvania
limited liability company, its
general partner
By: Brandywine Operating Partnership, L.P.,
a Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
By: Xxxxxx Operating Partnership I, L.P., a Delaware
limited partnership, one of its general partners
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE REALTY SERVICES CORPORATION,
a Pennsylvania corporation
BTRS, INC., a Delaware corporation
SOUTHPOINT LAND HOLDINGS, INC., a
Pennsylvania corporation
VALLEYBROOKE LAND HOLDINGS, INC., a
Pennsylvania corporation
BRANDYWINE AMBASSADOR, L.L.C., a
Pennsylvania limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE BROKERAGE SERVICES,
LLC, a New Jersey limited liability company
By: Brandywine Realty Services Corporation, a
Pennsylvania corporation, its sole member
BRANDYWINE CHARLOTTESVILLE LLC, a
Virginia limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE XXXXXXXXX LLC, a Delaware
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE XXXX, LLC, a Pennsylvania limited
liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE XXXXXX, L.L.C., a Delaware
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE DOMINION, L.L.C., a
Pennsylvania limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE F.C., L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE I.S., L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE INTERSTATE 50, L.L.C., a
Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE-MAIN STREET, LLC, a
Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, one of its
members
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE METROPLEX LLC, a
Pennsylvania limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE P.M., L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE PIAZZA, L.L.C., a New Jersey
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE PLAZA 1000, L.L.C., a New
Jersey limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE PROMENADE, L.L.C., a New
Jersey limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE XX XXXXXX, LLC, a
Pennsylvania limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE TB INN, L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE TB I, L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE XX XX, L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE TB V, L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE TB VI, L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE TB VIII, L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE TRENTON URBAN
RENEWAL, L.L.C., a Delaware limited liability
company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE XXXXXX, L.L.C., a
Pennsylvania limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
CHRISTIANA CENTER OPERATING
COMPANY III LLC, a Delaware limited liability
company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
E-TENANTS LLC, a Delaware limited liability
company
By: x-Xxxxxxx.xxx Holding, L.P., a Pennsylvania
limited partnership, its sole member
By: Brandywine Operating Partnership,
L.P., a Delaware limited partnership,
its general partner
By: Brandywine Realty Trust, a
Maryland real estate
investment trust, its general
partner
BRANDYWINE GRANDE B, LLC, a Delaware
limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
BRANDYWINE GREENTREE V, LLC, a
Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
By: /s/ Xxxxxxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Senior Vice President and Chief
Financial Officer of each of the
above-named entities
LENDERS:
--------
JPMORGAN CHASE BANK, as Administrative Agent,
Issuing Lender, and Swing Lender and
individually as a Lender
By:___________________________________
Name:
Title:
BANK OF AMERICA, N.A., as Syndication Agent
and Issuing Lender and individually as Lender
By:___________________________________
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Co-Documentation Agent and individually as Lender
By:___________________________________
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as
Co-Documentation Agent and individually as Lender
By:___________________________________
Name:
Title:
CITICORP NORTH AMERICA, INC. as
Co-Documentation Agent and individually as Lender
By:___________________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
MANUFACTURERS AND TRADERS TRUST COMPANY
By:___________________________________
Name:
Title:
COMMERZBANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
EUROHYPO AG, NEW YORK BRANCH
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
THE BANK OF NEW YORK
By:___________________________________
Name:
Title:
SOUTHTRUST BANK
By:___________________________________
Name:
Title:
SUNTRUST BANK
By:___________________________________
Name:
Title:
NATIONAL CITY BANK
By:___________________________________
Name:
Title:
CITIZENS BANK OF PENNSYLVANIA
By:___________________________________
Name:
Title:
AMSOUTH BANK
By:___________________________________
Name:
Title:
SOVEREIGN BANK
By:___________________________________
Name:
Title:
MELLON BANK
By:___________________________________
Name:
Title:
US BANK NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
BEAR XXXXXXX CORPORATE LENDING INC.
By:___________________________________
Name:
Title:
FIRSTRUST BANK
By:___________________________________
Name:
Title:
FIRST HORIZON BANK, A DIVISION OF FIRST
TENNESSEE BANK N.A.
By:___________________________________
Name:
Title:
