FIRST COMMERCIAL DEVELOPMENT COMPANY
COMMERCE PARK
CORPORATE CENTER 81
CAMP HILL CORPORATE CENTER
FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT
AMONG
THE MEMBERS OF FIRST COMMERCIAL DEVELOPMENT
COMPANY LISTED ON SCHEDULE 1 TO THIS AGREEMENT
AND
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Dated as of May 8, 1998
FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT ("Amendment") is made and
entered into as of the 8th day of May, 1998 by and among THE MEMBERS OF FIRST
COMMERCIAL DEVELOPMENT COMPANY LISTED ON SCHEDULE "1" HERETO (together, the
"Members") having the addresses set forth on Schedule "1" hereto and BRANDYWINE
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership or its nominee,
having an address at Newtown Square Corporate Campus, 00 Xxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000 (the "Partnership").
RECITALS
A. First Commercial Development Company ("First Commercial") is a
Pennsylvania limited partnership whose general partner and limited partners are
listed on Schedule "1" attached hereto (the general partner and the limited
partners are collectively the "Members").
B. First Commercial is the owner of a certain tract of land, together
with the buildings and improvements thereon, including four (4) office buildings
containing approximately 71,728 net rentable square feet in Commerce Park,
commonly known as 2401, 2404, 2405 and 0000 Xxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxxx.
C. First Commercial is the owner of a certain tract of land, together
with the buildings and improvements thereon, including four (4) office buildings
containing approximately 61,821 net rentable square feet in Corporate Center 81,
commonly known as 600 and 000 Xxxxxxxxx Xxxxxx and 200 and 000 Xxxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx Xxxxxxxx, Xxxxxxxxxxxx.
D. First Commercial is the owner of a certain tract of land, together
with the buildings and improvements thereon, including three (3) office
buildings containing approximately 277,092 net rentable square feet in Camp Hill
Corporate Center, commonly known as 150, 200 and 000 Xxxxxxxxx Xxxxxx Xxxxx,
Xxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxxx.
E. The Members and the Partnership entered into a Contribution
Agreement ("Agreement"), dated as of April 7, 1998 under which the Members
agreed to contribute, and the Partnership agreed to acquire or accept, certain
of the Members' right, title and interest as partners in and to First Commercial
(the "First Commercial Partnership Interests"), subject to and on the terms and
conditions contained therein.
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F. The Members and the Partnership desire to amend the Agreement as
hereinafter set forth.
NOW THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions Of Certain Terms. For all purposes of this Amendment,
the defined terms shall have the meanings set forth in the Agreement. The term
"Survival Agreements" shall mean the Survival Agreement, dated April 4, 1985,
among the Susquehanna Township Industrial Development Authority, (the
"Authority"), First Commercial and First Federal Savings and Loan Association of
Philadelphia ("Federal") and the Survival Agreement, dated September 24, 1984
between the Authority, First Commercial and First Federal.
2. Amendment of Agreement. The Agreement is hereby amended as follows:
(a) Unit Pricing. For the purpose of Paragraph 3(d), the parties
have agreed that the Computed Market Price shall mean $23.75
notwithstanding the formula for calculating the Computed Market
Price set forth in Paragraph 3(d).
(b) Restrictions of Units from Sale. Paragraph 3(g) is amended in
its entirety to read as follows:
(g) The Units to be issued to the Members will be restricted
from sale for one year as provided in the Partnership
Agreement of the Partnership.
(c) Guaranty of First Commercial Indebtedness - Paragraphs 3(e)(i)
and 3(e)(ii). Paragraphs 3(e)(i) and 3(e)(ii) are hereby amended
in their entirety to read as follows:
(e)(i) It is the intent of the parties to this Agreement that
the transaction qualify as a tax-deferred contribution by
the Members to the Partnership of the First Commercial
Partnership Interests under Section 721 of the Code with
respect to the receipt of Units by the Members.
(e)(ii) At the request of the Members, the Partnership shall
provide the Members with an allocation of additional debt
(through guarantees in the form attached hereto as Exhibit
"H" or otherwise) of both the Partnership and First
Commercial to provide the Members with sufficient tax basis
to defer at Closing income tax recognition in connection
with the Section 721 contribution to the Partnership and the
retention of continuing interests in First Commercial.
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(d) The Tax Indemnification Agreement attached as Exhibit "L" to the
Agreement, is replaced in its entirety by the Tax
Indemnification Agreement attached hereto as Exhibit " L " and
shall be known as Exhibit "L " to this Agreement.
(e) Paragraph 6(b) is amended to add the following new subsection
(vii) as follows:
(vii) Amendments to the guarantees issued at closing pursuant to
Paragraph 2(e)(ii) under which the total amount of the
guarantee shall increase to amounts aggregating in not
excess of $1,275,000.00.
(f) Indemnification - Paragraph 36(a). Paragraph 36(a) of the
Agreement is amended as follows:
(i) Subparagraph (G) shall become Subparagraph (H); and
(ii) A new Subparagraph (G) shall be inserted as follows:
"(G) the Survival Agreements;"
(g) Survival of Indemnification - Paragraph 36(e). Paragraph 36(e)
of the Agreement is amended as follows:
(i) Paragraph 36(e)(iii ) is amended by inserting the words "and
36(a)(G) after the words "Paragraph 36(a)(E)."
(ii) Paragraph 36(e)(xi) is amended by changing the reference
"Paragraph 36(a)(G)" to "Paragraph 36(a)(H)."
(3) Effect of Amendment. Except as set forth herein, the Agreement shall
continue unamended and in full force and effect.
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IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
have duly executed this Amendment as of the day and year first above stated.
THE MEMBERS LISTED ON
SCHEDULE "1" TO THIS
AGREEMENT
/s/ Xxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxx X. Xxxxxxx, Xx.
/s/ Xxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxx X. Xxxxxxx, Xx.
/s/ Xxxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxxx X. Xxxxxxx, Xx.
/s/ Xxxx X. Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx
The Members listed on Attachment 1 to this
Amendment
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------
Xxxx X. Xxxxxxx, Xx.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
---------------------------
Xxxxx X. Xxxxxxx, Xx.
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THE PARTNERSHIP:
BRANDYWINE OPERATING
PARTNERSHIP, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
BRANDYWINE REALTY TRUST,
its sole general partner
By: /s/Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx, President and
Chief Executive Officer
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Attachment 1
Xxxx X. Xxxxxxx, III
Xxxxxxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, Xx.
Xxxxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx Xxxx
Xxxxxx X. Xxxxxxx
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