REVOLVING NOTE
January 5, 1998
FOR VALUE RECEIVED, BRANDYWINE REALTY TRUST, a Maryland real estate
investment trust and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (collectively, the "Borrowers") hereby, jointly and severally,
promise to pay to the order of NATIONSBANK, N.A. (the "Lender"), at the office
of NationsBank, N.A. (the "Administrative Agent") as set forth in that certain
Amended and Restated Credit Agreement dated as of January 5, 1998 among the
Borrowers, the Subsidiaries of the Borrowers as Guarantors, NationsBank, N.A.,
as Administrative Agent, and the Lenders party thereto (as the same may be
amended, modified, extended or restated from time to time, the "Credit
Agreement"), the aggregate unpaid principal amount of the Revolving Loans made
by the Lender to the Borrowers under the Credit Agreement, in lawful money of
the United States of America and in immediately available funds, on the dates
and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each such Revolving Loan, at such
office, in like money and funds, for the period commencing on the date of such
Revolving Loan until such Revolving Loan shall be paid in full, at the rates per
annum and on the dates provided in the Credit Agreement.
This Note is one of the Revolving Notes referred to in the Credit Agreement
and evidences Revolving Loans made by the Lender thereunder. Capitalized terms
used in this Revolving Note and not otherwise defined shall have the respective
meanings assigned to them in the Credit Agreement and the terms and conditions
of the Credit Agreement are expressly incorporated herein and made a part
hereof.
The Credit Agreement provides for the acceleration of the maturity of the
Revolving Loans evidenced by this Revolving Note upon the occurrence of certain
events (and for payment of collection costs in connection therewith) and for
prepayments of Revolving Loans upon the terms and conditions specified therein.
In the event this Revolving Note is not paid when due at any stated or
accelerated maturity, the Borrowers agree to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorney fees. The
date, amount, type, interest rate and duration of Interest Period (if
applicable) of each Revolving Loan made by the Lender to the Borrowers, and each
payment made on account of the principal thereof, shall be recorded by the
Lender on its books; provided that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrowers to
make a payment when due of any amount owing hereunder or under this Revolving
Note in respect of the Revolving Loans to be evidenced by this Revolving Note,
and each such recordation or endorsement shall be prima facie evidence of such
information.
THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NORTH CAROLINA.
IN WITNESS WHEREOF, the Borrowers have caused this Revolving Note to be executed
as of the date first above written.
BRANDYWINE REALTY TRUST, a Maryland
real estate investment trust
By:
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
BRANDYWINE OPERATING PARTNERSHIP, L.P.,
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general partner
By:
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
