<PAGE>
Exhibit 10.16
NINTH AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.
THIS NINTH AMENDMENT, dated as of May 7, 1999 (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
----------
C. 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.
D. 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 a
"contribution" agreement (relating to
properties owned by persons and entities
that include Donald E. Axinn and
affiliates) among the Partnership 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 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; 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
<PAGE>
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. Notwithstanding
anything contained in the Partnership
Agreement or this Amendment, if the holder
of Class A Units exercises its
Redemption Right and the General Partner or
the holder reasonably believes that
the issuance of Common Shares in
satisfaction of the Redemption Right would
require a notification and filing under the
Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the
"HSR Act"), the obligation of the
Partnership and the General Partner to
satisfy the Redemption Right may be
suspended until applicable filings with the
Federal Trade Commission and the
Antitrust Division of the Department of
Justice have been made and the
applicable waiting periods have expired.
The General Partner agrees to use
commercially reasonable efforts to make any
requisite filings under the HSR Act
in order to promptly obtain expiration of
the applicable waiting periods, and
the Partnership and the applicable holder
of Class A Units shall split equally
any filing fees that may be payable under
the HSR Act.
3. As used herein, the term "Change of Control" shall mean Change
of
Control" means:
(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
cl
