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THIRTEENTH AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.
THIS THIRTEENTH AMENDMENT, dated as of September 21, 2004 (the
"Amendment"), further amends the Amended
and Restated Agreement of Limited
Partnership Agreement (as 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
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 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 evidence the issuance of
additional Partnership Interests and the
admission of the other signatories
hereto as Limited Partners of the
Partnership in exchange for certain
contributions of interests in real estate
and real estate related assets that
are being made to the Partnership on the
date hereof pursuant to the
Contribution Agreement dated as of August
18, 2004 by and among the Partnership
and the other parties 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 to reflect the
admission
as a Limited Partner on the date hereof of
the Persons set forth on Schedule A
attached hereto (the "Admitted Partners")
and the ownership by such Persons of
the number of Class A Units listed opposite
each Person's name on Schedule A.
Attached as Schedule B is a list of the
Partners of the Partnership prior to the
admission of the Admitted Partners,
together with the number and class of
Partnership Interests owned by such
partners.
2. The Partnership Interests issued hereby shall constitute Class
A
Units under the Partnership Agreement;
provided that any distribution to be
received by the Admitted Partners on the
Class A Units issued to them on the
date hereof on account of the fiscal
quarter in which they are admitted to the
Partnership shall be pro-rated to reflect
the portion of the fiscal quarter of
the Partnership for which the Admitted
Partners held such Class A Units and
shall not be pro-rata in accordance with
their then Percentage Interests;
provided further that the Redemption Right
granted to holders of Class A Units
in Article XV of the Partnership Agreement
shall not be exercisable by the
holders of the Class A Units issued on the
date hereof to the Admitted Partners
until the first anniversary of the date
hereof, except that (i) if the holder of
any such Class A Units dies, such holder's
estate shall thereupon be permitted
to exercise the Redemption Right with
respect to all of such Class A Units held
by it notwithstanding the foregoing
restriction and (ii) if a Change of Control
(as defined below) of the General Partner
occurs, the foregoing restriction on
exercise of the Redemption Right shall
automatically terminate with respect to
all of such Class A Units.
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3. As used herein, the term "Change of Control" shall mean:
(i)
the acquisition in one or more transactions by any "Person"
(as the term person is used for purposes of Sections 13(d)
or 14(d) of the Exchange Act) of "Beneficial ownership"
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty-five percent (25%) or more of the
combined voting power of the General Partner's then
outstanding voting securities (the "Voting Securities"),
provided that for purposes of this clause (i) Voting
Securities acquired directly from the General Partner by any
Person shall be excluded from the determination of such
Person's Beneficial ownership of Voting Securities (but such
Voting Securities shall be included in the calculation of
the total number of Voting Securities then outstanding); or
(ii)
approval by shareholders of the General Pa
