THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
BRANDYWINE OPERATING PARTNERSHIP, L.P.
5.40% GUARANTEED NOTES DUE 2014
REGISTERED PRINCIPAL AMOUNT $250,000,000
Xx. 0 XXXXX Xx. 000000XX00
BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (the "Issuer", which term includes any successor entity under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., as the nominee of DTC, or registered assigns, the principal sum
of Two Hundred Fifty Million Dollars ($250,000,000) on November 1, 2014, unless
redeemed on any Redemption Date (as defined on the reverse hereof), and to pay
interest on the outstanding principal amount of this Note from October 22, 2004
(or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for), semiannually in arrears on May 1
and November 1 of each year, commencing on May 1, 2005 (the "Interest Payment
Dates"), at the rate of 5.40% per annum, until payment of said principal amount
has been paid or duly provided for. Interest on this Note will be computed on
the basis of a 360-day year of twelve 30-day months.
The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will be paid, as provided in the Indenture, to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the "Regular Record Date" for such
payment, which will be the April 15 and October 15 (regardless of whether such
day is a Business Day) immediately preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for on an Interest Payment
Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may either be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, with notice whereof given by mail by or on behalf of
the Issuer to the Holder of this Note not less than 10 days prior to such
Special Record Date (which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment of such Defaulted Interest), or
may be paid at any time in any other lawful manner, all as more fully provided
for in the Indenture.
Payment of the principal of or Make-Whole Amount (as defined
on the reverse hereof), if any, and interest on this Note will be made at the
office or agency of the Issuer maintained by the Issuer for such purpose in the
Borough of Manhattan, The City of New York, which initially will be the
Corporate Trust Office of The Bank of New York, the Trustee for this Note under
the Indenture, located at 000 Xxxxxxx Xxxxxx, Xxxxx 0X, Xxxxxxxxx: Corporate
Trust Administration, New York, New York 10286, in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer of funds to the Person entitled thereto at a bank account maintained in
the United States.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which such further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of The Bank of New York, the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed, manually or in facsimile, and an imprint or facsimile of its
seal to be imprinted hereon.
Dated: October 22, 2004
[SEAL] BRANDYWINE OPERATING
PARTNERSHIP, L.P.
By: Brandywine Realty Trust,
as General Partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
Attest:
By: /s/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: General Counsel and Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxx Xxxxx
--------------
Authorized Signatory
[REVERSE OF NOTE]
BRANDYWINE OPERATING PARTNERSHIP, L.P.
5.40% GUARANTEED NOTES DUE 2014
This Note is one of a duly authorized issue of securities of
the Issuer (the "Securities"), issued or to be issued under and pursuant to an
Indenture, dated as of October 22, 2004 (the "Indenture"), among the Issuer,
Brandywine Realty Trust (the "Parent Guarantor"), certain subsidiaries of the
Issuer (the "Subsidiary Guarantors," and together with the Parent Guarantor, the
"Guarantors") and The Bank of New York, as Trustee (the "Trustee," which term
includes any successor Trustee under the Indenture with respect to the series of
Securities of which this Note is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Issuer, the Guarantors, the Trustee and the Holders of
the Securities and the terms upon which the Securities are to be authenticated
and delivered. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), and may otherwise vary as
provided in the Indenture. This Note is one of a series of Securities designated
as the "5.40% Guaranteed Notes due 2014" of the Issuer (the "Notes"), initially
limited in aggregate principal amount to $250,000,000. The Issuer may, from time
to time, without the consent of the Holders, issue and sell additional
Securities ranking equally with the Notes and otherwise identical in all
respects (except for their date of issuance, issue price and the date from which
interest payments thereon shall accrue) so that such additional Securities shall
be consolidated and form a single series with the Notes.
The Notes are fully and unconditionally guaranteed as to the
due and punctual payment of principal of and Make-Whole Amount, if any, and
interest on the Notes by the Company and the Subsidiary Guarantors.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Issuer may redeem this Note, at any time in whole or from
time to time in part, at the option of the Issuer, at a redemption price equal
to the sum of (i) 100% of the aggregate principal amount being redeemed plus
accrued but unpaid interest thereon to the date fixed for redemption (the
"Redemption Date") and (ii) the Make-Whole Amount, if any, with respect thereto
(the "Redemption Price"); provided, however, that interest installments due on
an Interest Payment Date which is on or prior to the Redemption Date will be
payable to the Holder hereof (or one or more Predecessor Securities) as of the
close of business on the Regular Record Date preceding such Interest Payment
Date.
If notice has been given as provided in the Indenture and
funds for the redemption of this Note or any part thereof called for redemption
shall have been made available on the Redemption Date, this Note or such part
thereof will cease to bear interest on the Redemption Date referred to in such
notice and the only right of the Holder will be to receive payment of the
Redemption Price. Notice of any optional redemption of any Notes will be given
to the Holder hereof (in accordance with the provisions of the Indenture), not
more than 60 nor less than 30 days prior to the Redemption Date. The notice of
redemption will specify, among other things, the Redemption Price and the
aggregate principal amount of Notes to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms and provisions as this Note shall be
issued by the Issuer in the name of the Holder hereof upon the presentation and
surrender hereof.
"Make-Whole Amount" means the excess, if any, of (i) the
aggregate present value as of the Redemption Date of each dollar of principal
being redeemed and the amount of interest, exclusive of interest accrued to the
Redemption Date, that would have been payable in respect of each such dollar if
such redemption had not been made, determined by discounting, on a semi-annual
basis, such principal and interest at the Reinvestment Rate, determined on the
third Business Day preceding the date such notice of redemption is given, from
the respective dates on which such principal and interest would have been
payable if such redemption had not been made, to the Redemption Date, over (ii)
the aggregate principal amount being redeemed.
"Reinvestment Rate" means 0.25% plus the arithmetic mean of
the yields under the heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the Redemption Date, of the principal amount being redeemed. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purpose
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used. If the format or content of the Statistical Release changes in a manner
that precludes determination of the Treasury yield in the above manner, then the
Treasury yield shall be determined in the manner that most closely approximates
the above manner, as reasonably determined by the Issuer.
"Statistical Release" means the statistical release designated
"H.l5(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any required determination under the
Indenture, then such other reasonably comparable index designated by the Issuer.
This Note is not subject to repayment at the option of the
Holder thereof. In addition, this Note is not entitled to the benefit of, and is
not subject to, any sinking fund.
In case an Event of Default with respect to this Note shall
have occurred and be continuing, the principal of and Make-Whole Amount, if any,
and interest on this Note may automatically become or may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Issuer, the Guarantors and the Trustee with the consent of the
Holders of more than 50% in principal amount of the Notes at the time
Outstanding, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the Holders of the
Notes; provided, however, that, without the consent of the Holder of each
Security affected thereby, no such supplemental indenture shall, among other
things: (i) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, (ii) reduce the principal amount
of or premium, if any, or interest on any Security; (iii) change the Place of
Payment on any Security or the currency or currency unit in which any Security
or the principal thereof or premium, if any, or interest thereon is payable;
(iv) impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof; (v) reduce or alter the method of
computation of any amount payable upon redemption, repayment or purchase of any
Security by the Issuer and the Guarantors (or the time when such redemption,
repayment or purchase may be made); (vi) modify or affect in any manner adverse
to Holders of any Securities the terms of the obligations of any of the
Guarantors in respect of the due and punctual payment of principal of or
premium, if any, or interests on any Security or (vii) reduce the percentage in
principal amount of the Outstanding Securities of any particular series, the
consent of the Holders of which is required for any such supplemental indenture.
The Indenture also permits the Issuer, the Guarantors and the Trustee to enter
into one or more supplemental indentures, without the consent of any Holders of
the Notes, to, among other things: (i) evidence the succession of another person
as obligor or a guarantor under the Indenture; (ii) add covenants of the Issuer
or any of the Guarantors for the benefit of Holders of Securities; (iii) add
events of default for the benefit of Holders of Securities; (iv) secure, or add
additional guarantees with respect to, the Securities; (v) provide for the
acceptance of appointment by a successor trustee; (vi) cure any ambiguity,
defect or inconsistency in the Indenture, provided that such action will not
adversely affect the interests of Holders of Securities of any series in any
material respects; and (vii) supplement any provisions of the Indenture to
permit or facilitate defeasance or discharge of any series of Securities
provided that such action will not adversely affect the interests of Holders of
Securities of any series in any material respect.
The Indenture also contains provisions permitting the Holders
of more than 50% in principal amount of the Outstanding Securities of a series,
on behalf of the Holders of all of the Securities of such series, to waive
compliance by the Issuer and the Guarantors with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences
with respect to a Security, except a default in the payment of principal of or
interest, if any, on such Security or a default with respect to a covenant or
provision of the Indenture, which cannot be amended without the consent of the
Holder of such Security.
This Note is issuable only in registered form, without
coupons, in denominations of $5,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes as requested by the Holder surrendering the same. If (x) the Depositary is
at any time unwilling or unable to continue as depositary and a successor
Depositary is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such ineligibility, (y) the Issuer
delivers to the Trustee an Issuer Order to the effect that this Note shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the Notes, this Note shall be exchangeable for Notes in definitive
form and in an equal aggregate principal amount. Such definitive Notes shall be
registered in such name or names as the Depositary shall instruct the Trustee.
As provided in the Indenture and subject to certain
limitations set forth therein and above, the transfer of this Note may be
registered on the Security Register of the Issuer, upon surrender of this Note
for registration of transfer at the office or agency of the Issuer in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Issuer duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and the Make-Whole
Amount, if any, and interest on this Note at the time, place and rate, and in
the coin or currency, herein and in the Indenture prescribed, or impair the
obligations of the Guarantors in respect of their unconditional guarantees of
the aforementioned payments.
No service charge shall be made for any such registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Issuer, any of the Guarantors, the Trustee and any agent of the
Issuer, any of the Guarantors or the Trustee may treat the Person in whose name
this Note is registered as the Holder of this Note for all purposes, whether or
not this Note be overdue, and none of the Issuer, the Guarantors or the Trustee
nor any such agent shall be affected by notice to the contrary.
Certain of the Issuer's and the Guarantors' obligations under
the Indenture with respect to any series of Securities may be terminated if the
Issuer or any of the Guarantors irrevocably deposits with the Trustee money or
Government Obligations sufficient to pay and discharge the entire indebtedness
on all such Securities, as provided in the Indenture.
No recourse shall be had for the payment of the principal of
or Make-Whole Amount, if any, or the interest, if any, on this Note, or for any
claim based thereon, or upon any obligation, covenant or agreement of the Issuer
or any of the Guarantors in the Indenture, against any incorporator, limited
partner, shareholder, trustee, director, officer or employee, as such, past,
present of future, of the Issuer, of any of the Guarantors or of any successor
entity to the Issuer or any Guarantor, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment of penalty or
otherwise; and all such personal liability is expressly released and waived as a
condition of, and as part of the consideration for, the issuance of this Note.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)____________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________ attorney to transfer said
Note on the books of the Issuer with full power of substitution in the premises.
Date: ____________________
______________________________________________
NOTICE: The signature of the registered Holder
to this assignment must correspond with the
name as written upon the face of the within
instrument in every particular, without
alteration or enlargement or any change
whatsoever.
