UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2004
| Brandywine Realty Trust |
| (Exact name of issuer as specified in charter) |
| MARYLAND | 001-09106 | 23-2413352 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission file number) |
(I.R.S. Employer Identification Number) |
| 401 Plymouth Road, Suite 500 Plymouth Meeting, Pennsylvania 19462 |
| (Address of principal executive offices) |
| (610) 325-5600 |
| (Registrant’s telephone number, including area code) |
Item 1.01. Entry into a Material Definitive Agreement.
Effective September 10, 2004, our revolving credit agreement was amended. We have attached to this Form 8-K (and incorporate herein by reference) a copy of Amendment No. 1 to Credit Agreement.
Item 8.01 Other Events.
We have received a commitment from affiliates of Bear, Stearns & Co. and J.P. Morgan Securities Inc. for term loan facilities that aggregate $450 million. We anticipate that the term loan facilities will be comprised of a $335 million loan maturing in May 2007 and a $115 million loan maturing in September 2008. We anticipate that the amount of the commitment, as well as the amount of loans made pursuant to the commitment, will be subject to reduction or mandatory prepayment in the event that we complete equity or debt financings. We expect that Brandywine Realty Trust and our Operating Partnership will be co-obligors under the new term loan facilities and that most of our subsidiaries will provide guarantees of our payment obligations under the facilities. We expect to use the net proceeds from borrowings under the term loan facilities to fund a portion of the purchase price and related transaction costs payable in connection with our pending acquisition of The Rubenstein Company, L.P. We anticipate that the term loans will bear interest, at our option, at (A) a “base rate” equal to the higher of (1) the prime lending rate or (2) the federal funds effective rate from time to time plus 0.5%, plus a margin that varies between 0.05% and 0.95% per annum depending on our credit ratings, whether our revolving credit facility is outstanding for more than 90 days and our leverage ratio, or (B) a “eurodollar rate” equal to the rate at which eurodollar deposits are offered in the interbank eurodollar market for terms of one, two, three or six months, as selected by us, plus a margin that varies between 1.05% and 1.95% per annum depending on our credit ratings, whether our revolving credit facility is outstanding for more than 90 days and our leverage ratio. The commitment is subject to conditions, including consummation of the Rubenstein acquisition and the completion of definitive loan documentation, which is anticipated to contain substantially similar financial covenants, other covenants, representations and warranties, events of default and conditions to closing as those contained in our revolving credit facility.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Amendment No. 1 to Credit Agreement
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Brandywine Realty Trust | ||
| Date: September 13, 2004 | By: | /s/ Gerard H. Sweeney |
| Gerard H. Sweeney President and Chief Executive Officer |
||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Credit Agreement | |
AMENDMENT NO. 1 TO CREDIT AGREEMENT ----------------------------------- This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "AMENDMENT") is made as of September 10, 2004 by and 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 JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (the "ADMINISTRATIVE AGENT"), as Swing Lender and as Issuing Lender. WHEREAS, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of May 24, 2004 (the "CREDIT AGREEMENT"), pursuant to which the Lenders have agreed to make loans and extend credit to the Borrowers on the terms and conditions set forth therein; WHEREAS, the Borrowers are seeking to acquire a portfolio of assets and partnership interests of The Rubenstein Company, L.P. (the "ACQUISITION"); WHEREAS, in connection with the Acquisition, the Borrowers have requested that the Lenders amend certain financial covenants contained in the Credit Agreement for a period following the Acquisition; and WHEREAS, the Lenders are willing to so amend certain financial covenants contained in the Credit Agreement on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending to be legally bound by this Amendment, the parties hereto agree as follows: 1. DEFINITIONS. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. 2. AMENDMENTS TO CREDIT AGREEMENT. As of the Effective Date (as defined in ss.4 hereof) the Credit Agreement is hereby amended as follows: 2.1. NEW DEFINITIONS. Section 1.1 of the Credit Agreement is amended by adding the following new definitions of "Amendment Effective Date", "Pre-Stabilized Acquisition Properties", "Senior Term Loan Credit Facility" and "Step-back Date" to Section 1.1 in the appropriate alphabetical order: ""AMENDMENT EFFECTIVE DATE" means September 10, 2004, which is the effective date of Amendment No. 1 to this Credit Agreement. 1
"PRE-STABILIZED ACQUISITION PROPERTIES" means the Properties located at (i) 555 Radnor Financial Center, Radnor, Pennsylvania, (ii) 130-170 Radnor Financial Center, Radnor, Pennsylvania and (iii) 201 Radnor Financial Center, Radnor, Pennsylvania. "SENIOR TERM LOAN CREDIT FACILITY" means the Borrowers' $450,000,000 term loan credit facility for which Bear Stearns Corporate Lending Inc. acts as administrative agent. "STEP-BACK DATE" has the meaning set forth in Section 7.2(d)." 2.2. DEFINITION OF LEVERAGE RATIO. The definition of "Leverage Ratio" set forth in Section 1.1 of the Credit Agreement is amended by adding the following proviso at the end of such definition: "; provided that from the Amendment Effective Date until October 1, 2005, Total Asset Value shall be calculated by using the value at cost of the Pre-Stabilized Acquisition Properties in lieu of the Property Value of the Pre-Stabilized Acquisition Properties". 2.3. DEFINITION OF UNENCUMBERED PROPERTY VALUE. The definition of "Unencumbered Property Value" set forth in Section 1.1 of the Credit Agreement is amended by adding the following proviso at the end of such definition: "; provided that from the Amendment Effective Date until October 1, 2005, Unencumbered Property Value shall be calculated by using the value at cost of the Pre-Stabilized Acquisition Properties (so long as such Properties constitute Unencumbered Properties) instead of the Property Value of the Pre-Stabilized Acquisition Properties". 2.4. LEVERAGE RATIO. Section 7.2(d) of the Credit Agreement is amended and restated in its entirety to read as follows: "(d) Leverage Ratio. The Leverage Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to (i) .55 to 1.0 from the date hereof until the Amendment Effective Date, (ii) .60 to 1.0 from the Amendment Effective Date until the earlier of (A) March 31, 2005 or (B) the cancellation or termination in full of the Senior Term Loan Credit Facility commitments or the repayment in full of the principal amount of the term loans borrowed under the Senior Term Loan Credit Facility (such earlier date of (A) and (B) being referred to herein as the "STEP-BACK DATE"), and (iii) .55 to 1.0 on and after the Step-back Date." 2
2.5. UNSECURED DEBT LIMITATION. Section 7.2(e) of the Credit Agreement is amended and restated in its entirety to read as follows: "(e) Unsecured Debt Limitation. At the end of each fiscal quarter of the Combined Parties, Unsecured Debt shall be less than or equal to the sum (such sum being referred to herein as the "ADJUSTED UNENCUMBERED Value") of (i) Unencumbered Property Value divided by (A) 1.75 from the date hereof until the Amendment Effective Date, (B) 1.55 from the Amendment Effective Date until the Step-back Date and (C) 1.75 on and after the Step-back Date, plus (ii) Unencumbered Construction-in-Process and Eligible Land Value divided by 2; provided that (x) no Property shall account for more than 20% of Adjusted Unencumbered Value and (y) Unencumbered Construction-in-Process and Eligible Land Value divided by 2 shall not account for more than 25% of Adjusted Unencumbered Value." 2.6. UNENCUMBERED CASH FLOW RATIO. Section 7.2(g) of the Credit Agreement is amended and restated in its entirety to read as follows: "(g) Unencumbered Cash Flow Ratio. The Unencumbered Cash Flow Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be greater than or equal to (i) 1.65 to 1.0 from the date hereof until the Amendment Effective Date, (ii) 1.50 to 1.0 from the Amendment Effective Date until the Step-back Date, and (iii) 1.65 to 1.0 on and after the Step-back Date." 2.7. INTEREST RATE PROTECTION AGREEMENTS. Section 7.13 of the Credit Agreement is amended and restated in its entirety to read as follows: "The Borrowers shall maintain Interest Rate Hedges on a notional amount of the Funded Debt which, when added to the aggregate principal amount of the Funded Debt which bears interest at a fixed rate, equals or exceeds (i) prior to April 1, 2005, 40%, and (ii) from and after April 1, 2005, 60%, of the aggregate principal amount of all Funded Debt. "Interest Rate Hedges" shall mean interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements having terms, conditions and tenors reasonably acceptable to the Administrative Agent and entered into by the Credit Parties in order to provide protection to, or minimize the impact upon, the Credit Parties of increasing floating rates of interest applicable to the Funded Debt. 3. PROVISIONS OF GENERAL APPLICATION. 3.1. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby represents and warrants as of the date hereof that (a) each of the representations and warranties of the Borrowers and the Guarantors contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment are true as of the date as of which they were made and are true at and as of the date of this Amendment 3
(except to the extent that such representations and warranties expressly speak as of a different date), (b) no Event of Default or Default exists on the date hereof, (c) the organizational documents of each of the Borrowers and the Guarantors attached to the Secretary's Certificate dated as of May 24, 2004 remain in full force and effect and such organizational documents have not been amended, annulled, rescinded or revoked since May 24, 2004 and (d) this Amendment has been duly authorized, executed and delivered by the Borrowers and the Guarantors and is in full force and effect as of the Effective Date, and the agreements and obligations of the Borrowers and the Guarantors contained herein constitute the legal, valid and binding obligations of the Borrowers and the Guarantors, enforceable against them in accordance with their respective terms, except to the extent that the enforcement thereof or the availability of equitable remedies may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, or by the discretion of any court in awarding equitable remedies, regardless of whether such enforcement is considered in a preceding in equity or at law. 3.2. NO OTHER CHANGES. Except as otherwise expressly provided or contemplated by this Amendment, all of the terms, conditions and provisions of the Credit Agreement remain unaltered and in full force and effect. The Credit Agreement and this Amendment shall be read and construed as one agreement. The making of the amendments in this Amendment does not imply any obligation or agreement by the Administrative Agent or any Lender to make any other amendment, waiver, modification or consent as to any matter on any subsequent occasion. 3.3. GOVERNING LAW. This Amendment shall be deemed to be a contract under the laws of the State of New York. This Amendment and the rights and obligations of each of the parties hereto are contracts under the laws of the State of New York and shall for all purposes be construed in accordance with and governed by the laws of such State (excluding the laws applicable to conflicts or choice of law). 3.4. ASSIGNMENT. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective permitted successors and assigns. 3.5. COUNTERPARTS. This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. 4
4. EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall become effective on the date on which the following conditions precedent are satisfied (such date being hereinafter referred to as the "EFFECTIVE DATE"): (a) execution and delivery to the Administrative Agent by the Required Lenders, the Borrowers, the Guarantors, and the Administrative Agent of this Amendment; (b) delivery to the Administrative Agent by the Borrowers of resolutions of the governing board of the Borrowers authorizing this Amendment and the Acquisition; (c) delivery to the Administrative Agent of an opinion of counsel to the Borrowers with respect to this Amendment in form and substance satisfactory to the Administrative Agent; (d) delivery to the Administrative Agent by the Borrowers of evidence of the closing of the Acquisition in form and substance satisfactory to the Administrative Agent; and (e) payment by the Borrowers of the fees and expenses described in the Fee Letter, dated as of August 25, 2004, by and among JPMorgan Chase Bank, J.P. Morgan Securities, Inc., and the Borrowers, with respect to this Amendment. [Remainder of page left blank intentionally] 5
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the date first set forth above. BORROWERS: BRANDYWINE REALTY TRUST, - --------- a Maryland real estate investment trust By: /s/ Christopher P. Marr -------------------------------- Name: Christopher P. Marr Title: Senior Vice President and Chief Financial Officer BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Brandywine Realty Trust, a Maryland real estate investment trust, its general partner By: /s/ Christopher P. Marr ------------------------- Name: Christopher P. Marr Title: Senior Vice President and Chief Financial Officer
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 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 CIRA, L.P., a Pennsylvania limited partnership By: Brandywine Cira, 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 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 Realty Trust, a Maryland real estate investment trust, 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 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
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 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 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 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 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
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 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 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
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
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
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
PLYMOUTH TFC GENERAL PARTNERSHIP, a Pennsylvania general partnership By: Brandywine P.M., L.P., a Pennsylvania Limited Partnership, its general partner 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: 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
BRANDYWINE REALTY SERVICES CORPORATION, a Pennsylvania corporation BTRS, INC., a Delaware corporation SOUTHPOINT LAND HOLDINGS, INC., a Pennsylvania corporation VALLEYBROOKE LAND HOLDINGS, INC., a Pennsylvania corporation 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 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
BRANDYWINE CHRISTINA 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 CIRA, 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 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 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-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 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 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 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
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 TRENTON URBAN RENEWAL, 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 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 CHRISTIANA CENTER OPERATING COMPANY III 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 E-TENANTS 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
BRANDYWINE GRANDE B, 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 GREENTREE V, 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 By: /s/ Christopher P. Marr ---------------------------------- Name: Christopher P. Marr Title: Senior Vice President and Chief Financial Officer of each of the above-named entities
LENDERS: - -------- JPMORGAN CHASE BANK, as Administrative Agent, Issuing Lender, and Swing Lender and individually as a Lender By:___________________________________ Name: Title:
BANK OF AMERICA, N.A., as Syndication Agent and Issuing Lender and individually as Lender By:___________________________________ Name: Title:
WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and individually as Lender By:___________________________________ Name: Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and individually as Lender By:___________________________________ Name: Title:
CITICORP NORTH AMERICA, INC. as Co-Documentation Agent and individually as Lender By:___________________________________ Name: Title:
PNC BANK, NATIONAL ASSOCIATION By:___________________________________ Name: Title:
MANUFACTURERS AND TRADERS TRUST COMPANY By:___________________________________ Name: Title:
COMMERZBANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH By:___________________________________ Name: Title: By:___________________________________ Name: Title:
EUROHYPO AG, NEW YORK BRANCH By:___________________________________ Name: Title: By:___________________________________ Name: Title:
KEYBANK NATIONAL ASSOCIATION By:___________________________________ Name: Title:
THE BANK OF NEW YORK By:___________________________________ Name: Title:
SOUTHTRUST BANK By:___________________________________ Name: Title:
SUNTRUST BANK By:___________________________________ Name: Title:
NATIONAL CITY BANK By:___________________________________ Name: Title:
CITIZENS BANK OF PENNSYLVANIA By:___________________________________ Name: Title:
AMSOUTH BANK By:___________________________________ Name: Title:
SOVEREIGN BANK By:___________________________________ Name: Title:
MELLON BANK By:___________________________________ Name: Title:
US BANK NATIONAL ASSOCIATION By:___________________________________ Name: Title:
BEAR STEARNS CORPORATE LENDING INC. By:___________________________________ Name: Title:
FIRSTRUST BANK By:___________________________________ Name: Title:
FIRST HORIZON BANK, A DIVISION OF FIRST TENNESSEE BANK N.A. By:___________________________________ Name: Title: