PIEDMONT OPERATING PARTNERSHIP, LP, AS ISSUER PIEDMONT OFFICE REALTY TRUST, INC., AS GUARANTOR Underwriting AgreementPiedmont Office Realty Trust, Inc. • March 6th, 2014 • Operators of nonresidential buildings • New York
Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 4.450% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 6, 2014 (the “Base Indenture”) among the Operating Partnership, Piedmont Office Realty Trust, Inc., a Maryland corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of March 6, 2014 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), and will be guaranteed on a senior unsecured basis by the Company (the “Guarantee”) (the Company, together with the Operating Partnership, the “Transaction Entities”).
PIEDMONT OPERATING PARTNERSHIP, LP, as Issuer PIEDMONT OFFICE REALTY TRUST, INC., as Guarantor $400,000,000 4.450% SENIOR NOTES DUE 2024 FIRST SUPPLEMENTAL INDENTURE DATED AS OF MARCH 6, 2014 TO THE INDENTURE DATED MARCH 6, 2014Supplemental Indenture • March 6th, 2014 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings • New York
THIS FIRST SUPPLEMENTAL INDENTURE is entered into as of March 6, 2014 (the “First Supplemental Indenture”), by and among PIEDMONT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Issuer”), PIEDMONT OFFICE REALTY TRUST, INC., a Maryland corporation, the Issuer’s sole general partner (the “General Partner,” and in the capacity as guarantor of one or more series of Securities to be issued hereunder from time to time, the “Guarantor”) each having its principal office at 11695 Johns Creek Parkway, Suite 350, Johns Creek, Georgia 30097, and U.S. Bank National Association, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at One Federal Street, Boston, Massachusetts 02110.
PIEDMONT OPERATING PARTNERSHIP, LP, as Issuer PIEDMONT OFFICE REALTY TRUST, INC., as Guarantor U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF MARCH 6, 2014Piedmont Office Realty Trust, Inc. • March 6th, 2014 • Operators of nonresidential buildings • New York
THIS INDENTURE, dated as of March 6, 2014, by and among PIEDMONT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Issuer”), PIEDMONT OFFICE REALTY TRUST, INC., a Maryland corporation, the Issuer’s sole general partner (the “General Partner,” and in the capacity as guarantor of one or more series of Securities to be issued hereunder from time to time the “Guarantor”) each having its principal office at 11695 Johns Creek Parkway, Suite 350, Johns Creek, Georgia 30097, and U.S. Bank National Association, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at One Federal Street, Boston, Massachusetts 02110.
