CONSENT AND FIRST AMENDMENT TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
This CONSENT AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is entered into as of October 5, 2001 among
BRANDYWINE REALTY TRUST ("BRT"), a Maryland real estate investment trust and
BRANDYWINE OPERATING PARTNERSHIP, L.P. ("BOP"), a Delaware limited partnership
(collectively, the "Borrowers"), certain Subsidiaries of the Borrowers as
Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A. as Administrative
Agent for the Lenders (the "Administrative Agent"). Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement (as defined below).
RECITALS
WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent entered into that certain Third Amended and Restated Credit
Agreement dated as of June 29, 2001 (the "Credit Agreement");
WHEREAS, three of the Guarantors (Brandywine Durham Partnership, a New
Jersey general partnership, Brandywine Axinn Avenue Partnership, a New York
general partnership and AAP Sub three, Inc., a Delaware corporation) were
dissolved by the Borrowers because they had no assets or revenues and,
therefore, they are no longer Guarantors;
WHEREAS, the Borrowers and the Guarantors have requested that the
Required Lenders consent to the release of certain other Guarantors and agree to
amend certain terms of the Credit Agreement; and
WHEREAS, the Required Lenders have agreed to consent to the release of
certain Guarantors and agreed to amend certain terms of Credit Agreement on the
terms, and subject to the conditions, set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Consent. The Required Lenders consent and authorize the
Administrative Agent to take such action, as reasonably requested by the
Borrowers, to irrevocably release each of (a) Brandywine Dominion, L.P., a
Pennsylvania limited partnership and (b) Plymouth TFC General Partnership
(previously known as Plymouth Meeting General Partnership), a Pennsylvania
general partnership from its obligations as a Guarantor under the Credit
Documents. The Borrowers represent and warrant to the Lenders (with the
knowledge and understanding that the Required Lenders are relying on this
representation and warranty in giving the consent set forth in the previous
sentence) that attached hereto as Exhibit A is a complete and accurate officer's
certificate (in the form of Exhibit 7.1(c) to the Credit Agreement), dated as of
June 30, 2001, giving effect to the release of the above-referenced Guarantors.
2. New Definitions. The following definitions are added to Section 1.1
of the Credit Agreement, in the appropriate alphabetical order, to read as
follows:
"Grande A Loan Agreement" means that certain Loan Agreement,
dated as of June 30, 1997, between Goldman Sachs Mortgage Company, as
Lender, and AAPOP 1, L.P., Atlantic American Land Development, Inc.,
Iron Run Venture I and Iron Venture II as borrowers, as amended by (a)
an Agreement and First Amendment to Loan Agreement and Note, dated as
of August 8, 1997, (b) a Second Amendment to Loan Agreement, dated as
of January 23, 1998, and (c) a Confirmation of Liability Agreement and
Third Amendment to Loan Agreement dated as of September 28, 1998.
"Grande B Loan Agreement" means that certain Loan Agreement,
dated as of June 30, 1997, between Goldman Sachs Mortgage Company, as
lender, and Commonwealth Atlantic Operating Properties, Inc., as
borrower, as assumed by Brandywine Grande B, L.P. and amended pursuant
to an Assumption and Modification Agreement dated September 28, 1998,
as further amended by a Second Amendment of Loan Agreement dated as of
February 2, 2001 and as assumed by Brandywine Grande C, L.P. pursuant
to a Loan Assumption and Ratification Agreement dated as of February 2,
2001.
3. Permitted Investments. The definition of "Permitted Investments" set
forth in Section 1.1 of the Credit Agreement is amended and restated in its
entirety to read as follows:
"Permitted Investments" means, subject in all cases to
Sections 7.10, 7.15 and 8.5(b), Investments which are (a) cash or Cash
Equivalents, (b) accounts receivable created, acquired or made in the
ordinary course of business and payable or dischargeable in accordance
with customary trade terms, (c) Investments by one Credit Party in
another Credit Party, (d) the acquisition of new Properties; provided
that the Credit Parties may not invest in undeveloped land in excess of
5% of Total Assets, in the aggregate, except for such undeveloped land
that is adjacent to or contiguous with other assets being acquired or
assets already owned or if such land is part of a construction project
approved by the Required Lenders, has all necessary local permits and
approvals and construction will commence within six months of
acquisition, (e) earnest money and similar deposits in respect of
Properties made in the ordinary course of business, (f) Investments as
of the Closing Date in Subsidiaries that own Properties subject to the
Grande A Loan Agreement or the Grande B Loan Agreement, (g) in addition
to the Investments in clause (f) above, Investments in Subsidiaries
which are not Credit Parties and Investments in joint ventures (whether
or not Subsidiaries) not to exceed, in the aggregate at any one time,
15% of the Adjusted Total Assets and (h) Investments not otherwise
described in or covered by the other subclauses of this definition
including, without limitation, loans to officers, directors and
employees and repurchases of its capital stock or shares of beneficial
interest (including the repurchase of stock or shares of beneficial
interest that is retired, cancelled or terminated) or other ownership
interests (including options, warrants and stock appreciation rights)
by a Borrower or any Subsidiary); provided that (i) such Investments
pursuant to this clause (h) do not exceed, in the aggregate at any one
time, 10% of Adjusted Total Assets and (ii) such Investments, together
with the Investments referred to in the previous clause (g), do not
exceed, in the aggregate at any one time, 20% of Adjusted Total Assets.
4. Amendments and Waivers. Section 11.6(e) of the Credit Agreement is
amended by deleting the reference to "Section 11.20" set forth therein and
substituting "Section 11.19" in replacement thereof.
5. Officer's Certificate. Part B of Schedule 2 to Exhibit 7.1(c) of the
Credit Agreement is amended by deleting the word "lesser" set forth therein and
substituting the word "greater" in replacement thereof.
6. Ratification of Credit Agreement. The term "Credit Agreement" as
used in each of the Credit Documents shall hereafter mean the Credit Agreement
as amended by this Amendment. Except as herein specifically agreed, the Credit
Agreement is hereby ratified and confirmed and shall remain in full force and
effect according to its terms. The Credit Parties acknowledge and consent to the
modifications set forth herein and agree that this Amendment does not impair,
reduce or limit any of their obligations under the Credit Documents and that,
after the date hereof, this Amendment shall constitute a Credit Document.
Notwithstanding anything herein to the contrary and without limiting the
foregoing, (a) each of the Credit Parties reaffirms the liens and security
interests granted under the terms of the Credit Documents and (b) each of the
Guarantors reaffirms its guaranty obligations set forth in the Credit Agreement.
7. Condition Precedent. The effectiveness of this Amendment is subject
to receipt by the Administrative Agent of copies of this Amendment duly executed
by the Credit Parties and by the Required Lenders.
8. Authority/Enforceability. Each of the Credit Parties, the
Administrative Agent and the Lenders party hereto represents and warrants as
follows:
(a) It has taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by
such Person and constitutes such Person's legal, valid and binding
obligations, enforceable in accordance with its terms, except as such
enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution,
delivery or performance by such Person of this Amendment.
9. Representation/No Default/Release. The Credit Parties represent and
warrant to the Lenders that (a) the representations and warranties of the Credit
Parties set forth in Section 6 of the Credit Agreement are true and correct as
of the date hereof (other than those representations and warranties that
expressly relate to an earlier date), (b) no event has occurred and is
continuing which constitutes a Default or an Event of Default and (c) they have
no claims, counterclaims, offsets, credits or defenses to their obligations
under the Credit Documents or, to the extent they have any, they are hereby
released in consideration of the Required Lenders entering into this Amendment.
10. Counterparts/Telecopy. This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts by telecopy shall be effective as an original
and shall constitute a representation that an original will be delivered.
11. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NORTH CAROLINA.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered and this Amendment shall be
effective as of the date first above written.
BORROWERS: BRANDYWINE REALTY TRUST,
a Maryland real estate investment trust
By:
-----------------------------------------
Name: Gerard H. Sweeney
Title: President and Chief Executive Officer
BRANDYWINE OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its general
partner
By:
---------------------------------------
Name: Gerard H. Sweeney
Title: President and Chief
Executive Officer
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
GUARANTORS: AAPOP 2, L.P., a Delaware limited partnership
By: Witmer Operating Partnership I, L.P., a Delaware limited
partnership, one of its general partners
By: Brandywine Witmer, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
By: Brandywine Witmer, L.L.C., a Pennsylvania limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE AMBASSADOR, L.P., a Pennsylvania limited partnership
By: Brandywine Ambassador, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE CENTRAL, L.P., a Pennsylvania limited partnership
By: Brandywine F.C., L.P., a Pennsylvania limited partnership,
its general partner
By: Brandywine F.C., L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
BRANDYWINE DOMINION, L.P., a Pennsylvania limited partnership
By: Brandywine Dominion, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE F.C., L.P., a Pennsylvania limited partnership
By: Brandywine F.C., L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE GRANDE B, L.P., a Delaware limited partnership
By: Brandywine Grande B Corp., a Delaware corporation, its
general partner
BRANDYWINE I.S., L.P., a Pennsylvania limited partnership
By: Brandywine I.S., L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE METROPLEX, L.P., a Pennsylvania limited partnership
By: Brandywine Metroplex, LLC, a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE P.M., L.P., a Pennsylvania limited partnership
By: Brandywine P.M., L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE TB FLORIG, L.P., a Pennsylvania limited partnership
By: Brandywine TB Florig, LLC, a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE TB INN, L.P., a Pennsylvania limited partnership
By: Brandywine TB Inn, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE TB I, L.P., a Pennsylvania limited partnership
By: Brandywine TB I, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE TB II, L.P., a Pennsylvania limited partnership
By: Brandywine TB II, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE TB V, L.P., a Pennsylvania limited partnership
By: Brandywine TB V, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE TB VI, L.P., a Pennsylvania limited partnership
By: Brandywine TB VI, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE TB VIII, L.P., a Pennsylvania limited partnership
By: Brandywine TB VIII, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
C/N IRON RUN LIMITED PARTNERSHIP III, a Pennsylvania limited
partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
C/N LEEDOM LIMITED PARTNERSHIP II, a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
C/N OAKLANDS LIMITED PARTNERSHIP I, a
Pennsylvania limited partnership
By: Witmer Operating Partnership I, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Witmer, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
C/N OAKLANDS LIMITED PARTNERSHIP III, a Pennsylvania limited
partnership
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
E-TENANTS.COM HOLDING, L.P., a Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
FIFTEEN HORSHAM, L.P., a Pennsylvania limited partnership
By: Witmer Operating Partnership I, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Witmer, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
IRON RUN LIMITED PARTNERSHIP V, a Pennsylvania limited
partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
LC/N HORSHAM LIMITED PARTNERSHIP, a Pennsylvania limited
partnership
By: Witmer Operating Partnership I, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Witmer, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
LC/N KEITH VALLEY LIMITED PARTNERSHIP I, a Pennsylvania limited
partnership
By: Witmer Operating Partnership I, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Witmer, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
NEWTECH III LIMITED PARTNERSHIP, a Pennsylvania limited
partnership
By: Witmer Operating Partnership I, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Witmer L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
NEWTECH IV LIMITED PARTNERSHIP, a Pennsylvania limited
partnership
By: Witmer Operating Partnership I, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Witmer, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
NICHOLS LANSDALE LIMITED PARTNERSHIP III, a Pennsylvania
limited partnership
By: Witmer Operating Partnership I, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Witmer L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
WITMER OPERATING PARTNERSHIP I, L.P., a Delaware limited
partnership
By: Brandywine Witmer, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
100 ARRANDALE ASSOCIATES, L.P., a Pennsylvania limited
partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
111 ARRANDALE ASSOCIATES, L.P., a Pennsylvania limited
partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
440 CREAMERY WAY ASSOCIATES, L.P., a Pennsylvania limited
partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
442 CREAMERY WAY ASSOCIATES, L.P., a Pennsylvania limited
partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
481 JOHN YOUNG WAY ASSOCIATES, L.P., a Pennsylvania limited
partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE 3 PARAGON DRIVE PARTNERSHIP, a New York general
partnership
By: Brandywine Axin I, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
By: Brandywine Axin II, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE 55 AMES COURT PARTNERSHIP, a New York general
partnership
By: Brandywine Axin I, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
By: Brandywine Axin II, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE ENGINEERS LANE PARTNERSHIP, a New York general
partnership
By: Brandywine Axin I, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
By: Brandywine Axin II, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE NATIONAL ROAD PARTNERSHIP, a New York general
partnership
By: Brandywine Axin I, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
By: Brandywine Axin II, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE PHILLIPS PARKWAY PARTNERSHIP, a New Jersey general
partnership
By: Brandywine Axin I, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
By: Brandywine Axin II, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE BROAD STREET PARTNERSHIP, a New York general
partnership
By: Brandywine Axin I, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
By: Brandywine Axin II, LLC, a Delaware limited liability
company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE REALTY PARTNERS, a Pennsylvania general partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, one of its partners
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
INTERSTATE CENTER ASSOCIATES, a Virginia general partnership
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, one of its general partners
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
By: Brandywine Interstate 50, L.L.C., a Delaware limited
liability company, one of its general partners
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
IR NORTHLIGHT II ASSOCIATES, a Pennsylvania general partnership
By: AAPOP 2, L.P., a Delaware limited partnership, one of its
general partners
By: Witmer Operating Partnership I, L.P., a Delaware
limited partnership, one of its general partners
By: Brandywine Witmer, L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust,
a Maryland real estate
investment trust, its
general partner
By: Brandywine Witmer, L.L.C., a Pennsylvania limited
liability company, one of its general partners
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, one of its general partners
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
PLYMOUTH TFC GENERAL PARTNERSHIP, a Pennsylvania general
partnership
By: Brandywine P.M., L.P., a Pennsylvania limited partnership,
one of its general partners
By: Brandywine P.M., L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
By: Whitmer Operating Partnership I, L.P., a Delaware limited
partnership, one of its general partners
By: Brandywine Witmer, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AAP SUB TWO, INC., a Delaware corporation
BRANDYWINE GRANDE B CORP., a Delaware corporation
BTRS, INC., a Delaware corporation
SOUTHPOINT LAND HOLDINGS, INC., a Pennsylvania corporation
VALLEYBROOKE LAND HOLDINGS, INC., a Pennsylvania corporation
1100 BRANDYWINE, LLC, a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE ACQUISITIONS, LLC, a Delaware limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE AMBASSADOR, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE AXINN I, LLC, a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE AXINN II, LLC, a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE BROKERAGE SERVICES, LLC, a New Jersey limited
liability company
By: Brandywine Realty Services Corporation, a Pennsylvania
corporation, its sole member
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE CHARLOTTESVILLE LLC, a Virginia limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE CHESTNUT RIDGE, L.L.C., a New Jersey limited
liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, one of its members
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
By: Brandywine Axinn I, LLC, a Delaware limited liability
company, one of its members
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE DABNEY, L.L.C., a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE DOMINION, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE F.C., L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE I.S., L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE INTERSTATE 50, L.L.C., a Delaware limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE LEASING, LLC, a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE-MAIN STREET, LLC, a Delaware limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, one of its members
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
By: Brandywine Acquisitions, LLC, a Delaware limited liability
company, one of its members
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE METROPLEX LLC, a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE P.M., L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE PIAZZA, L.L.C., a New Jersey limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE PLAZA 1000, L.L.C., a New Jersey limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE PROMENADE, L.L.C., a New Jersey limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE TB FLORIG, LLC, a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TB INN, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TB I, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TB II, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
BRANDYWINE TB V, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TB VI, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TB VIII, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE WITMER, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
E-TENANTS.COM LLC, a Delaware limited liability company
By: e-Tenants.com Holding, L.P., a Pennsylvania limited
partnership, its sole member
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
By:
-----------------------------------------
Name: Gerard H. Sweeney
Title: President and Chief Executive Officer of
each of the above-named entities
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
LENDERS:
BANK OF AMERICA, N.A., acting in its capacity
as Administrative Agent and individually as a Lender
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
CITIBANK, N.A.
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
FLEET NATIONAL BANK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
COMMERZBANK AG NEW YORK AND GRAND
CAYMAN BRANCHES
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
FIRST UNION NATIONAL BANK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
KEYBANK NATIONAL ASSOCIATION
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
ALLFIRST BANK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AMSOUTH BANK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
CITIZENS BANK OF RHODE ISLAND
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
MELLON BANK, N.A.
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SOUTHTRUST BANK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SOVEREIGN BANK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
THE BANK OF NEW YORK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
COMERICA BANK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
FIRSTRUST BANK
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
NATIONAL CITY BANK OF PENNSYLVANIA
By:____________________________________
Name:__________________________________
Title:_________________________________
CONSENT AND FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
U.S. BANK, N.A.
By:____________________________________
Name:__________________________________
Title:_________________________________