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Exhibit 10.15
EIGHTH AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.
THIS EIGHTH AMENDMENT, dated as of April 19, 1999 (the
"Amendment"),
amends the Amended and Restated Agreement
of Limited Partnership Agreement (as
heretofore amended to date, the
"Partnership Agreement") of BRANDYWINE OPERATING
PARTNERSHIP, L.P., a Delaware limited
partnership (the "Partnership").
Capitalized terms used herein but not
defined herein shall have the meanings
given to such terms in the Partnership
Agreement.
BACKGROUND
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A. Pursuant to the Partnership Agreement, Brandywine Realty Trust
(the
"General Partner"), as the general partner
of the Partnership, has the power and
authority to issue additional Partnership
Interests and Units in one or more
newly created classes of Partnership
Interests to persons on such terms and
conditions as the General Partner may deem
appropriate.
B. The General Partner, pursuant to the exercise of such power
and
authority and in accordance with the
Partnership Agreement, has determined to
execute this Amendment to the Partnership
Agreement to create a new class of
Partnership Interests designated as the
Series C Preferred Mirror Units having
designations, preferences and other rights
which are substantially the same as
the economic rights of the 8.75% Series B
Senior Cumulative Convertible
Preferred Shares of the General Partner
(the "Series B Preferred Shares") and to
evidence the issuance of such additional
Partnership Interests to the General
Partner in exchange for the General
Partner's contribution to the Partnership of
the net proceeds of the sale of the Series
B Preferred Shares.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements
herein contained and other good and
valuable consideration, the receipt,
adequacy and sufficiency of which are
hereby acknowledged, the parties hereto,
intending to be legally bound, hereby amend
the Partnership Agreement as
follows:
8. In accordance with the Partnership Agreement, the
Partnership
Agreement is hereby amended to establish,
and to issue to the General Partner,
the Series C Preferred Mirror Units having
the designations, preferences and
other rights set forth below:
(i)
Designation and Number. A class of Partnership
Interests designated as Series C Preferred Mirror
Units is hereby established. The number of Series C
Preferred Mirror Units shall be 4,375,000. The stated
value of each Series C Preferred Mirror Unit shall be
$24.00 (the "Stated Value").
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(ii)
Rank. The Series C Preferred Mirror Units will, with
respect to distribution rights and rights upon
liquidation, dissolution or winding up of the
Partnership, rank (a) senior to the Class A Units and
all Partnership Interests ranking junior to the
Series C Preferred Mirror Units; (b) on a parity with
all Partnership Interests issued by the Partnership
the terms of which specifically provide that such
Partnership Interests rank on a parity with the
Series C Preferred Mirror Units including the
Partnership Interests designated as Series A
Preferred Mirror Units and Series B Preferred Units;
and (c) junior to all Partnership Interests issued by
the Partnership the terms of which specifically
provide that such Partnership Interests rank senior
to the Series C Preferred Mirror Units.
(iii)
Distributions.
(A) Pursuant to
Section 6.1 of the Partnership
Agreement, holders of Series C Preferred Mirror
Units shall be entitled to receive, out of funds
legally available therefor, cumulative quarterly
cash distributions equal to the amount of the
cumulative quarterly cash distributions payable
on the Series C Preferred Shares. Such
distributions shall be payable quarterly in
arrears on or before the date on which
distributions on the Series B Preferred Shares
are payable (each a "Series C Preferred Mirror
Unit Distribution Payment Date").
(B) No distributions
on Series C Preferred Mirror
Units shall be authorized or paid or set apart
for payment by the Partnership at such time as
the terms and provisions of any agreement of the
Partnership, including any agreement relating to
its indebtedness, prohibits such authorization,
payment or setting apart for payment or provides
that such authorization, payment or setting
apart for payment would constitute a breach
thereof, or a default thereunder, or if such
authorization or payment shall be restricted or
prohibited by law.
(C) Notwithstanding
the foregoing, distributions
with respect to the Series C Preferred Mirror
Units will accrue whether or not the terms and
provisions set forth in Section 1(c)(ii) at any
time prohibit the current payment of
distributions, whether or not there are funds
legally available for such distributions and
whether or not such distributions are
authorized. Accrued but unpaid distributions on
the Series C Preferred Mirror Units will
accumulate as of the Series C Preferred Mirror
Unit Distribution Payment Date on which they
first become payable.
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(D) When distributions
are not paid in full (or a
sum sufficient for such full payment is not so
set apart) upon the Series C Preferred Mirror
Units and any other Partnership Interests
ranking on a parity as to distributions with the
Series C Preferred Mirror Units, including the
Series A Preferred Mirror Units and the Series B
Preferred Units, all distributions authorized
upon the Series C Preferred Mirror Units and any
other Partnership Interests ranking on a parity
as to distributions with the Series C Preferred
Mirror Units shall be authorized pro rata so
that the amount of distributions authorized per
Partnership Unit of Series C Preferred Mirror
Units and such othe
