PIEDMONT OPERATING PARTNERSHIP, LP, AS ISSUER PIEDMONT OFFICE REALTY TRUST, INC., AS GUARANTOR Underwriting AgreementUnderwriting Agreement • June 25th, 2024 • Piedmont Office Realty Trust, Inc. • 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 6.875% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture, 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 Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), as amended by a Supplemental
PIEDMONT OPERATING PARTNERSHIP, LP, as Issuer PIEDMONT OFFICE REALTY TRUST, INC., as Guarantor $400,000,000 6.875% SENIOR NOTES DUE 2029 FIFTH SUPPLEMENTAL INDENTURE DATED AS OF JUNE 25, 2024 TO THE INDENTURE DATED MARCH 6, 2014Indenture • June 25th, 2024 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings • New York
THIS FIFTH SUPPLEMENTAL INDENTURE is entered into as of June 25, 2024 (the “Fifth 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 the Notes (as defined below), the “Guarantor”), each having its principal office at 5565 Glenridge Connector, Suite 450, Atlanta, Georgia 30342, and U.S. Bank Trust Company, National Association, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at One Federal Street, Boston, Massachusetts 02110.
