AGREEMENT
This Agreement is entered into as of the 18th day of November, 1997
by and among Brandywine Realty Trust, a Maryland real estate investment trust
("BRT"), Brandywine Operating Partnership, L.P., a Delaware limited
partnership ("BOP"), Brandywine Holdings, I, Inc., a Pennsylvania corporation
("BH I"), Brandywine Holdings II, Inc., a Pennsylvania corporation ("XX XX"),
Brandywine Holdings III, Inc., a Pennsylvania corporation ("BH III") and
Brandywine Xxxxxx, LLC, a Pennsylvania limited liability company ("BRT
Xxxxxx").
Background
The parties are entering into this Agreement in order to effect the
following: (i) the assignment by BH I of its entire partnership interest (the
"Xxxxxx Interest") interest in Xxxxxx Operating Partnership I, L.P., a
Delaware limited partnership, to BRT Xxxxxx and the assumption by BRT Xxxxxx
of all liabilities of BH I; (ii) the assignment by XX XX of its entire
partnership interest (the "C/N Interest") in C/N Oaklands Limited Partnership
III, a Pennsylvania limited Partnership ("C/N"), to BRT and the contribution
by BRT of the C/N Interest to BOP in exchange for certain modifications to
the Agreement of Limited Partnership of BOP (the "Partnership Agreement");
(iii) the assignment by BH III of its entire partnership interest (the "Iron
Run Interest") in Iron Run Limited Partnership V, a Pennsylvania limited
Partnership ("Iron Run"), to BRT and the contribution by BRT of the Iron Run
Interest to BOP; (iv) the assignment by BRT of its rights to all income,
gain, profits, losses and cash flow from the LibertyView Building
("LibertyView") to BOP in exchange for the issuance to BRT of 101,388 units
of general partnership interest ("GP Units") in BOP.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. BH I hereby sells, assigns and transfers the Xxxxxx Interest to
BRT Xxxxxx, and BRT Xxxxxx hereby assumes all liabilities of BH I accrued
through the date hereof.
2. XX XX hereby sells, assigns and transfers all of its assets,
whether tangible or intangible, to BRT, including without limitation, the C/N
Interest, and BRT hereby assumes any and all liabilities of XX XX.
3. BH III hereby sells, assigns and transfers all of its assets,
whether tangible or intangible, to BRT, including without limitation, the
Iron Run Interest, and BRT hereby assumes any and all liabilities of BH III.
4. BRT hereby contributes to the capital of BOP the C/N Interest
and the Iron Run Interest and, in consideration for such contribution, the
partners of BOP have, concurrently with the execution and delivery of this
Agreement, agreed to amendments to the Partnership
Agreement that eliminate the provisions in clause (ii) of Section 6.9 and in
clause (ii) of Section 7.5 of the Partnership Agreement providing for special
distributions and special allocations, respectively, on account of the
ownership by XX XX and BH III of the C/N Interest and the Iron Run Interest.
The agreements of limited partnership of each of C/N and Iron Run will be
amended to reflect the admission of BOP as the new general partner in each of
C/N and Iron Run.
5. BRT hereby assigns to BOP, as a capital contribution, its
rights to all income, gain, profits, losses and cash flow from LibertyView in
exchange for the issuance by BOP to BRT of 101,388 GP Units.
6. The parties acknowledge that BRT intends to cause each of XX XX
and BH III, which are wholly-owned subsidiaries of BRT, to liquidate and
dissolve following the execution and delivery of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set forth above.
BRANDYWINE REALTY TRUST
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Title: President and Chief Executive Officer
BRANDYWINE OPERATING
PARTNERSHIP, L.P.
By: BRANDYWINE REALTY TRUST, as
general partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Name:
Title: President and Chief Executive
Officer
BRANDYWINE HOLDINGS I, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Name:
Title: President and Chief Executive
Officer
[EXECUTIONS CONTINUED]
BRANDYWINE HOLDINGS II, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Name:
Title: President and Chief Executive
Officer
BRANDYWINE HOLDINGS III, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Name:
Title: President and Chief Executive
Officer
BRANDYWINE XXXXXX, LLC
By: Brandywine Operating Partnership. L.P., its
sole member, By Brandywine Realty Trust, its
general partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Name:
Title: President and Chief Executive
Officer
