THIS NOTE IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
BRANDYWINE OPERATING PARTNERSHIP,
L.P.
7.50% Guaranteed Notes Due
2015
|
|
|
|
|
|
|
PRINCIPAL
AMOUNT $250,000,000
|
|
|
|
CUSIP
No. 105340AK9
|
BRANDYWINE
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the
“Issuer”, which term includes any successor entity
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., as the nominee of DTC, or
registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION
DOLLARS ($250,000,000) on May 15, 2015, unless redeemed on any
Redemption Date (as defined on the reverse hereof), and to pay
interest on the outstanding principal amount of this Note from
September 25, 2009 (or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly
provided for), semiannually in arrears on May 15 and
November 15 of each year, commencing on May 15, 2010 (the
“Interest Payment Dates”), at the rate of 7.50% per
annum, until payment of said principal amount has been paid or duly
provided for. Interest on this Note will be computed on the basis
of a 360-day year of twelve 30-day months.
The
interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid, as provided in the Indenture,
to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the
“Regular Record Date” for such payment, which will be
the May 1 and November 1 (regardless of whether such day is a
Business Day) immediately preceding such Interest Payment Date.
Any
such interest
not so punctually paid or duly provided for on an Interest Payment
Date (“Defaulted Interest”) will forthwith cease to be
payable to the Holder on such Regular Record Date, and may either
be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, with notice whereof given by mail by or on
behalf of the Issuer to the Holder of this Note not less than
10 days prior to such Special Record Date (which will be not
more than 15 days and not less than 10 days prior to the
date of the proposed payment of such Defaulted Interest), or may be
paid at any time in any other lawful manner, all as more fully
provided for in the Indenture (as defined on the reverse
hereof).
Payment
of the principal of and Make-Whole Amount (as defined on the
reverse hereof), if any, and interest on this Note will be made at
the office or agency of the Issuer maintained by the Issuer for
such purpose in the Borough of Manhattan, The City of New York,
which initially will be the Corporate Trust Office of The Bank of
New York Mellon, the Trustee for this Note under the Indenture,
located at 101 Barclay Street, Floor 8W, Attention: Corporate Trust
Administration, New York, New York 10286, in such coin or currency
of the United States as at the time of payment is legal tender for
payment of public and private debts; provided ,
however , that at the option of the Issuer payment of
interest may be made by check mailed to the address of the Person
entitled thereto as such address will appear in the Security
Register or by wire transfer of funds to the Person entitled
thereto at a bank account maintained in the United
States.
Reference
is hereby made to the further provisions of this Note set forth on
the reverse hereof, which such further provisions will for all
purposes have the same effect as if set forth at this
place.
Unless
the certificate of authentication hereon has been executed by or on
behalf of The Bank of New York Mellon, the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual
signature of one of its authorized officers, this Note will not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN
WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of
its seal to be imprinted hereon.
Dated:
September 25, 2009
|
|
|
|
|
|
|
[SEAL]
|
BRANDYWINE
OPERATING PARTNERSHIP, L.P.
|
|
|
|
By:
|
Brandywine
Realty Trust,
as General Partner
|
|
|
|
|
|
By:
|
/s/ Gerard H.
Sweeney
|
|
|
|
|
Name:
|
Gerard H.
Sweeney
|
|
|
|
|
Title:
|
President and
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Attest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Brad A.
Molotsky
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Brad A.
Molotsky
|
|
|
|
|
|
Title:
|
|
General Counsel
and Secretary
|
|
|
CERTIFICATE OF
AUTHENTICATION
This
is one of the Securities of the series designated therein described
in the within-mentioned Indenture.
|
|
|
|
|
|
|
|
THE BANK OF NEW
YORK MELLON,
as Trustee
|
|
|
|
By:
|
/s/ Mary K.
Miselis
|
|
|
|
|
Authorized
Signatory
|
|
|
|
|
|
|
BRANDYWINE OPERATING PARTNERSHIP,
L.P.
7.50% Guaranteed Notes Due
2015
This
Note is one of a duly authorized issue of securities of the Issuer
(the “Securities”), issued or to be issued under and
pursuant to an Indenture, dated as of October 22, 2004, as
supplemented (the “Indenture”), among the Issuer,
Brandywine Realty Trust, a Maryland real estate investment trust
(the “Parent Guarantor”), and The Bank of New York
Mellon, as Trustee (the “Trustee,” which term includes
any successor Trustee under the Indenture with respect to the
series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder of
the Issuer, the Parent Guarantor, the Trustee and the Holders of
the Securities and the terms upon which the Securities are to be
authenticated and delivered. The Securities may be issued in one or
more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), and may otherwise vary as
provided in the Indenture. This Note is one of a series of
Securities designated as the “7.50% Guaranteed Notes due
2015” of the Issuer (the “Notes”), initially
limited in aggregate principal amount to $250,000,000 . The
Issuer may, from time to time, without the consent of the Holders,
issue and sell additional Securities ranking equally with the Notes
and otherwise identical in all respects (except for their date of
issuance, issue price and the date from which interest payments
thereon will accrue) so that such additional Securities will be
consolidated and form a single series with the Notes
.
The
Notes are fully and unconditionally guaranteed as to the due and
punctual payment of principal of and Make-Whole Amount, if any, and
interest on the Notes by the Parent Guarantor.
All
terms used in this Note which are defined in the Indenture will
have the meanings assigned to them in the Indenture.
The
Issuer may redeem this Note, at any time, in whole or in part, at
its option, at a redemption price (the “Redemption
Price”) equal to the greater of: (i) 100% of the
principal amount of the Notes then outstanding to be redeemed, and
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed (not
including any portion of such payments of interest accrued to the
date of redemption) discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate plus 75 basis points
(“Make-Whole Amount”), plus, in the case of either
(i) or (ii) above, accrued and unpaid interest on the
principal amount being redeemed to the date fixed for redemption
(the “Redemption Date”).
The
following terms have the meanings specified below:
“Treasury
Rate” means, with respect to any Redemption Da
|