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Exhibit 10.14
SEVENTH AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.
THIS SEVENTH AMENDMENT, dated as of December 31, 1998 (the
"Amendment"), amends 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
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 partnership interests in
partnerships holding 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 a property commonly
known as Interstate Center) among the
Partnership, the General Partner and the
Admitted Partners (as defined below).
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.
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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
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 180 days after
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.
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
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 Partner of:
(A) a merger,
reorganization or consolidation
involving the General Partner if the
shareholders of the General Partner immediately
before such merger, reorganization or
consolidation do not or will not own directly or
indirectly immediately following such merger,
reorganization or consolidation, more than fifty
percent (50%) of the combined voting power of
the outstanding voting securities of the General
Partner resulting from or surviving such merger,
reorganization or consolidation in substantially
the same proportion as their ownership of the
Voting Securities outstanding immediately before
such merger, reorganization or consolidation; or
(B) a complete
liquidation or dissolution of the
General Partner; or
(C) an agreement for
the sale or other disposition
of all or substantially all of the assets of the
General Partner; or
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(iii) acceptance by shareholders of the General Partner of
shares in a share exchange if the shareholders of the
General Partner immediately before such share
exchange do not or will not own directly or
indirectly immediately following such share exchange
more than fifty
