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EXHIBIT 10.30
AMENDMENT NO. 1 TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.
This Amendment No. 1 dated November 6, 1996 to Agreement of
Limited Partnership dated August 22, 1996 by and among BRANDYWINE REALTY TRUST,
a Maryland real estate investment trust as general partner (the "General
Partner"), and the PERSONS NAMED IN EXHIBIT "A" attached hereto, as limited
partners (the "Limited Partners"). The General Partner and the Limited Partners
are sometimes referred to individually as a "Partner" and collectively as the
"Partners".
BACKGROUND
A. The General Partner and the Limited Partners have entered
into an Agreement of Limited Partnership of Brandywine Operating Partnership,
L.P. dated August 22, 1996 (the "Partnership Agreement"). Capitalized terms not
defined herein shall have the meanings given to such terms in the Partnership
Agreement.
B. The General Partner and the Limited Partners desire to
amend the Partnership Agreement as provided in this Amendment No. 1 to the
Partnership Agreement.
Accordingly, intending to be legally bound, the parties hereto
agree as follows:
1. Occurrence of Qualified Offering. (a) The completion of the
offering to the public by the General Partner of the common shares of beneficial
interest of the General Partner to be registered with the Securities and
Exchange Commission ("SEC") on the General Partner's registration statement No.
333-13969 on Form S-11 filed with the SEC on October 11, 1996, as such
registration statement may be amended from time to time (the "Registration
Statement") which public offering shall be underwritten on a firm commitment
basis by a syndicate of underwriters for whom Xxxxx Xxxxxx Inc. and Xxxx Xxxxx
Xxxx Xxxxxx Incorporated shall serve as their representatives
("Representatives"), shall constitute the completion of a "Qualified Offering"
(without regard to the amount of proceeds therefrom) as that term is defined and
used in the Partnership Agreement and the Distribution Support and Loan
Agreement dated August 22, 1996 between Safeguard Scientifics (Delaware), Inc.
and the Partnership. Such public offering is hereinafter called the "Public
Offering."
(b) The completion by the General Partner of the proposed
transactions (the "SERS Transaction") with a voting
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trust (the "SERS Voting Trust") established for the benefit of the Commonwealth
of Pennsylvania State Employes' Retirement System ("SERS"), as advised by Radnor
Real Estate Advisers, Inc. ("RAI") (A) pursuant to which the General Partner
will purchase eleven office buildings and two industrial facilities owned by
SERS for (i) Series A Preferred Shares of the General Partner convertible, under
certain circumstances, into 1,606,060 common shares of the General Partner,
after giving effect to the 1-for-3 reverse share split contemplated by the
Registration Statement; (ii) deferred payments aggregating $3.8 million, and
(iii) two-year warrants to purchase 133,333 common shares of the General Partner
at an exercise price of $25.50 per share, after giving effect to the 1-for-3
reverse share split contemplated by the Registration Statement; and (B) pursuant
to which the General Partner will issue to the SERS Voting Trust, in exchange
for $10.5 million, a number of common shares (or Preferred Shares if no Public
Offering shall occur), equal to $10.5 million divided by the public offering
price of the common shares to be sold in the Public Offering, shall not
constitute the completion of a Qualified Offering, as that term is defined and
used in the Partnership Agreement. If a capital contribution to the Partnership
is made by the General Partner from the proceeds realized from the sale of
preferred shares of beneficial interest ("Preferred Shares") in the SERS
Transaction, the Partnership shall issue to the General Partner in exchange
therefor that number of GP Units equal to the number of shares of BRT Common
Stock into which the Preferred Shares so issued may be converted (without regard
to limitations on conversion) to the extent that the net proceeds of such
issuance of Preferred Shares are contributed to the Partnership.
2. Unit Reclassification and Related Adjustments to Reflect
Share Combination. Effective as of the effective time of the reverse share split
as such term is defined in the Registration Statement: (i) each Class A Unit,
Class B Unit, Class C Unit and GP Unit which is outstanding on the date hereof
(including those held in escrow under Section 4.6 hereof), or which has been
committed to be issued by the Partnership under Sections 4.3 and 4.4 of the
Partnership Agreement, shall automatically be converted into and become
one-third of such Unit at such time and no adjustment under Section 15.4 in the
number of common shares issuable in exchange for a Class A Unit shall otherwise
be made as a result of the Share Combination; and (ii) the aggregate number of
Class A Units, Class B Units and Class C Units authorized for issuance under
Section 3.2 of the Partnership Agreement shall be automatically reduced to
495,837 Class A Units, 238,606 Class B Units, and 618,734 Class C Units,
respectively.
(a) The Partners agree that, after giving effect to the
reverse share split described in the Registration Statement and reclassification
of the Partnership's Units pursuant to the
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preceding paragraph, the number of outstanding Units held by each Partner of the
Partnership shall be as set forth on Schedule 1 hereto and Exhibits F, H, and I
to the Partnership Agreement is hereby amended and restated in its entirety to
read as attached.
(b) Effective as of the effective time of the reverse share
split described in the Registration Statement, the $5.50 amount appearing at
various places in the Partnership Agreement, including in Sections 4.5(b),
4.6(b), 4.7(a)(ii), 4.8(a)(ii), and 4.8(b) and in the definition of "Qualified
Offering", is hereby adjusted to $16.50 in order to properly reflect the reverse
share split.
3. Termination of SSI's Right of First Refusal. SSI's right of
first refusal set forth in Section 4.11 of the Partnership Agreement is hereby
terminated, and the provisions of Section 4.11 are deleted from the Partnership
Agreement.
4. Amendment of Section 4.4. The second sentence of Section
4.4(d) of the Partnership Agreement is amended by adding the following words to
the end of such second sentence:
"less any amounts distributed to such person after August 22, 1996 and
prior to the date of such acquisition of the Retained Interests and
Class A Units of Xxxxxx Partnership from such person in respect of such
person's Retained Interests and Class A Units of Xxxxxx Partnership."
5. Deletion of Certain Anti-dilution Adjustments. (a) The
provisions of Sections 15.4(c) and 15.4(d) are hereby terminated and of no
further force or effect and these provisions are hereby deleted from the
Partnership Agreement.
(b) Nothing in this Amendment shall waive any
anti-dilution adjustment in the number of common shares issuable in exchange for
the Class A Units that would occur under the remaining provisions of Section
15.4.
6. Amendment of Section 6.3. Section 6.3(a) of the Partnership
Agreement is amended by inserting the following words after the phrase
"distribute to the Partners,":
"in the proportions described in Section 6.1(d) (if prior to the
completion of a Qualified Offering) or Section 6.2 (if after the
completion of a Qualified Offering),".
7. Amendment to Definition of Specified Redemption Date. The
definition of "Specified Redemption Date" appearing in the definitions section
of the Partnership Agreement is hereby amended to read in its entirety as
follows:
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"'Specified Redemption Date' shall mean the tenth (10th)
Business Day after receipt by the General Partner of a Notice
of Redemption delivered to the Partnership at any time (i)
after the completion of a Qualified Offering, or (ii) after
the completion of the SERS Transaction, or (iii) if neither a
Qualified Offering or the SERS Transaction has then occurred,
within five days of the end of any period of 20 consecutive
business days occurring after the second anniversary of the
date of this Agreement during which such 20 business day
period the market price of a share of BRT Common Stock
averaged not less than $5.50 per share ($16.50 upon the
effectiveness of the reverse share split described in the
Registration Statement), as adjusted in accordance with
customary practice for stock splits, stock combinations and
stock dividends occurring after the date hereof."
8. No Other Amendments. This Amendment does not amend the
Partnership Agreement in any respect except as expressly provided herein, and
the Partnership Agreement, as amended by this Amendment No. 1, shall continue in
full force and effect after the date hereof in accordance with its terms.
9. Effective Time of Amendment. This Amendment No. 1 shall
become effective upon the execution and delivery of this Amendment No. 1 by the
General Partner, the holder of all of the outstanding Class B Units, the holder
of all of the outstanding Class C Units, and the holders of 75% or more of the
outstanding Class A Units (as of the date of this Amendment).
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed as of the date and year first
above written.
GENERAL PARTNER:
BRANDYWINE REALTY TRUST
By: /S/
-------------------------
Name: Xxxxxx X. Xxxxxxx,
President
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CLASS A LIMITED PARTNERS:
Safeguard Scientifics (Delaware),
Inc.
By: /S/
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
THE XXXXXXX COMPANY
By: /S/
--------------------------------
Xxxxxxx X. Xxxxxxx, President
By: /S/
--------------------------------
Xxxxx X. Xxxxxxx
CLASS B LIMITED PARTNER:
BRANDYWINE REALTY TRUST
By: /S/
--------------------------------
Xxxxxx X. Xxxxxxx, President
CLASS C LIMITED PARTNER:
BRANDYWINE REALTY TRUST
By: /S/
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Xxxxxx X. Xxxxxxx, President
Safeguard Scientifics (Delaware), Inc. hereby confirms that
the completion of the SERS Transaction shall not constitute a Qualified Offering
for purposes of the Distribution Support and Loan Agreement, and that the
completion of the Public Offering shall constitute a Qualified Offering.
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SAFEGUARD SCIENTIFICS (DELAWARE),
INC.
/S/
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By: Xxxxxx X. Xxxx
Authorized Officer
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EXHIBIT A
LIST OF CLASS A LIMITED PARTNERS
ADDRESS OF RESIDENCE
---------------------
(IF AN INDIVIDUAL) OR
---------------------
EXECUTIVE OFFICES SOCIAL SECURITY OR NUMBER OF CLASS A
--------------------- ------------------ -----------------
NAME (IF AN ENTITY) TAX ID NUMBER UNITS OWNED
---- --------------------- ------------------ -----------------
Safeguard Scientifics 800 The Safeguard Building 00-0000000
(Delaware), Inc. 000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
The Xxxxxxx Company 00 Xxxxxx Xxxxxxxxx 00-0000000
Suite 000
Xxxxxxx Xxxxxx, XX 00000
###-##-####
Xxxxx X. Xxxxxxx 000 Xxxxxxx Xxxxx
Xxxxxxxxx Xxxx, XX 00000
Xxxx X. Xxxx 0000 Xxx Xxxxxx ###-##-####
Xxxx Xxxxxxx, XX 00000
Xxxxx X. Xxxxx 0000 Xxxxxx Xxxxxx ###-##-####
Xxxx Xxxxxxx, XX 00000
RDC Institute, Inc. 000 Xxxxxx Xxxxxx 00-0000000
Xxxxxx, XX 00000
Xxxx X. Xxxxxx 00 Xxxxx Xxxx ###-##-####
Xxxxxxxxxxx, XX 00000
Xxxx Designers Engineers and 000 Xxxxxxx Xxxx 00-0000000
Constructors, Inc. Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxx 000 XxXxxx Xxxx ###-##-####
Xxxxxx, XX 00000
Brandywine Realty Trust Xxx Xxxxxxxxx Xxxxxx 00-0000000
Xxxxx 000
Xxxxxxx, XX 00000
X/X Xxxxxxxx XXX, Xxx. 00 Xxxxxx Xxxxxxxxx 00-0000000
Suite 000
Xxxxxxx Xxxxxx, XX 00000
Iron Run V, Inc. 00 Xxxxxx Xxxxxxxxx 00-0000000
Suite 000
Xxxxxxx Xxxxxx, XX 00000
0
X/X Xxxx Xxx XXX, Xxx. 00 Xxxxxx Xxxxxxxxx 00-0000000
Suite 000
Xxxxxxx Xxxxxx, XX 00000
C/N Leedom II, Inc. 800 The Safeguard Building 00-0000000
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
LIST OF OTHER PARTNERS
ADDRESS OF RESIDENCE
---------------------
(IF AN INDIVIDUAL) OR
---------------------
EXECUTIVE OFFICES SOCIAL SECURITY OR NUMBER AND TYPE OF
--------------------- ------------------- ------------------
NAME (IF AN ENTITY) TAX ID NUMBER UNITS OWNED
---- --------------------- ------------------- ------------------
Brandywine Realty
Trust
Brandywine Realty
Trust
Brandywine Realty
Trust
