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Exhibit 10.17
TENTH AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.
THIS TENTH AMENDMENT, dated as of August 31, 1999 (the
"Amendment"), amends and supplements the
Amended and Restated Agreement of
Limited Partnership (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 such terms in the
Partnership Agreement.
BACKGROUND
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E. 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 to persons on such terms and
conditions as the General Partner may deem
appropriate.
F. 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 evidence the issuance of
additional Partnership Interests to
Commonwealth Atlantic Operating Properties,
Inc. ("CAOP") as a Limited Partner of the
Partnership in exchange for the
contribution of real estate and real estate
related assets that are being made
to the Partnership on the date hereof
pursuant to that certain Closing
Agreement, dated September 28, 1998, among
the Partnership, the General Partner,
CAOP and the other signatories thereto.
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:
1. The Partnership Agreement is hereby amended and
supplemented to reflect the issuance to
CAOP on the date hereof of 400,000
Series B Preferred Units.
2. The Partnership Interests issued hereby shall constitute
Series B Preferred Units and shall be
subject to all the terms and conditions of
the Series B Preferred Units set forth in
the Fifth Amendment to the Partnership
Agreement, dated September 28, 1998 (the
"Fifth Amendment"); provided, that
distributions to be received by CAOP on the
Series B Preferred Units issued to
CAOP hereunder shall be cumulative from the
date hereof (rather than from
September 28, 1998). The date hereof shall
be deemed the "Issue Date" of the
Series B Preferred Units issued to CAOP
hereunder for any and all purposes,
includi
