SECOND AMENDMENT TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER (this "Second Amendment"), is deemed effective as of February 15,
2002 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 (as amended by that certain Consent and
First Amendment to Third Amended and Restated Credit Agreement dated as of
October 5, 2001 and as otherwise amended or modified from time to time, the
"Credit Agreement");
WHEREAS, the Borrowers and the Guarantors have requested that the
Required Lenders agree to amend certain terms of the Credit Agreement; and
WHEREAS, the Required Lenders have 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. Amendments.
(a) New Definition. Section 1.1 of the Credit Agreement is amended to
add, in the appropriate alphabetical order, the following new definition:
"Joint Venture Percentage" means, with respect to the interest
of a Credit Party or one of its Subsidiaries in a joint venture, the
percentage interest of such Credit Party or its applicable Subsidiary
in such joint venture, with such percentage interest equal to the
percentage of proceeds that such Credit Party or Subsidiary is entitled
to receive upon liquidation of such joint venture, after satisfaction
of such joint venture's liabilities and distributions on account of
preferential entitlements to proceeds in liquidation; provided,
however, that if the interest of such Credit Party (or Subsidiary) in
such joint venture is a so called "carried interest" or "back-end
promoted interest," then the Joint Venture Percentage shall equal the
Capital Percentage of such Credit Party or Subsidiary in such joint
venture.
(b) Joint Venture Investments. The first sentence of Section 1.4 of the
Credit Agreement is amended and restated in its entirety to read as follows:
With respect to any ownership of a Property by a Credit Party
or one of its Subsidiaries through a joint venture (a) NOI, Adjusted
NOI, Annualized Modified Adjusted NOI, Annualized Capitalized Modified
Adjusted NOI and Interest Expense shall be determined in accordance
with GAAP as applied to the Credit Parties and their Subsidiaries on a
consolidated basis and (b) Indebtedness and Funded Debt shall be
calculated as follows: (i) if the Indebtedness of such joint venture is
recourse to such Credit Party (or Subsidiary), then the amount of such
Indebtedness or Funded Debt that is recourse to such Credit Party (or
Subsidiary), and (ii) if the Indebtedness of such joint venture is not
recourse to such Credit Party (or Subsidiary), then such Credit Party's
(or Subsidiary's) interest in such Indebtedness or Funded Debt as
determined by its Joint Venture Percentage.
(c) Quarterly Financial Statements. Section 7.1(b) of the Credit
Agreement is amended and restated in its entirety to read as follows:
(b) Quarterly Financial Statements. As soon as
available, and in any event within 45 days after the close of each
fiscal quarter of the Credit Parties (other than the fourth fiscal
quarter), a consolidated balance sheet and income statement of the
Credit Parties and their Subsidiaries, as of the end of such fiscal
quarter, together with related consolidated statements of operations
and retained earnings and of cash flows for such fiscal quarter in each
case setting forth in comparative form consolidated figures for (A) the
corresponding quarter end and quarterly period of the preceding fiscal
year and (B) management's proposed budget for such period, all such
financial information described above to be in reasonable form and
detail and reasonably acceptable to the Administrative Agent, and
accompanied by a certificate of the chief financial officer or chief
executive officer of BOP to the effect that such quarterly financial
statements fairly present in all material respects the financial
condition and results of operations of the Credit Parties and their
Subsidiaries and have been prepared in accordance with GAAP, subject to
changes resulting from audit and normal year-end audit adjustments. The
information required pursuant to this subsection (b) shall be delivered
in both electronic and printed form.
2. 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 Second 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 Second Amendment does not
impair, reduce or limit any of their obligations under the Credit Documents and
that, after the date hereof, this Second 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.
3. Conditions Precedent. The effectiveness of this Second Amendment is
subject to the satisfaction of the following conditions precedent:
a. Receipt by the Administrative Agent of copies of this
Second Amendment duly executed by the Credit Parties and by the
Required Lenders.
b. Receipt by the Lenders of calculations, attached hereto as
Exhibit A, setting forth in comparative form all Indebtedness or Funded
Debt attributed to each Credit Party as a result such Credit Party's or
applicable Subsidiary's respective joint venture investments, as
calculated (i) without giving effect to this Second Amendment and (ii)
giving effect to this Second Amendment.
c. Receipt by the Lenders of a complete and accurate pro forma
officer's certificate (in the form of Exhibit 7.1(c) to the Credit
Agreement), attached hereto as Exhibit B, dated as of September 30,
2001, giving effect to this Second Amendment.
4. 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 Second Amendment.
b. This Second 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 Second Amendment.
5. 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 Second
Amendment.
6. Counterparts/Telecopy. This Second 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.
7. GOVERNING LAW. THIS SECOND 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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SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Second Amendment to be duly executed and delivered and this Second
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
SECOND 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
SECOND 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 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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND 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
SECOND 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
SECOND 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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND 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
SECOND 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
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
SECOND 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
SECOND 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
SECOND 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
SECOND 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
SECOND 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
SECOND 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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
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
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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
SECOND 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
SECOND 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: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
CITIBANK, N.A.
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
FLEET NATIONAL BANK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
COMMERZBANK AG NEW YORK AND GRAND
CAYMAN BRANCHES
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
FIRST UNION NATIONAL BANK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
KEYBANK NATIONAL ASSOCIATION
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
ALLFIRST BANK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AMSOUTH BANK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
CITIZENS BANK OF RHODE ISLAND
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
MELLON BANK, N.A.
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SOUTHTRUST BANK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SOVEREIGN BANK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
THE BANK OF NEW YORK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
COMERICA BANK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
FIRSTRUST BANK
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
NATIONAL CITY BANK OF PENNSYLVANIA
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
U.S. BANK, N.A.
By:____________________________________
Name:__________________________________
Title: ________________________________
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SUNTRUST BANK
By:____________________________________
Name:__________________________________
Title: ________________________________