EXHIBIT A
VOTING AGREEMENT
VOTING
AGREEMENT
VOTING
AGREEMENT, dated as of October 3, 2005 (this
“Agreement”) , among Brandywine Realty Trust, a
Maryland real estate investment trust (“Parent”)
, Brandywine Operating Partnership, L.P., a Delaware limited
partnership (“Parent L.P.”and, together with Parent,
the “Parent Entities”),and the undersigned holder (the
“Holder”)of common shares of beneficial interest, par
value $.01 per share (“Company Common Shares”),of
Prentiss Properties Trust, a Maryland real estate investment trust
(the “Company”).
WHEREAS,
as of the date hereof, Holder beneficially owns the number of
Company Common Shares and the number of Company Common Units set
forth on the Holder signature page hereto (all other Company Common
Shares so owned and all Company Common Shares that may hereafter be
acquired by Holder prior to the Expiration Date (as defined in
Section 3.4 hereof), whether upon exercise of options, purchase,
dividend, distribution or otherwise, being referred to herein as
such Holder’s “Company Shares” and all other
Company Common Units so owned and all other Company Common Units
that may hereafter be acquired by Holder prior to the Expiration
Date, whether upon exercise of options, purchase, dividend,
distribution or otherwise, being referred to herein as such
Holder’s “Company Units”);
WHEREAS,
Parent, Parent L.P., Brandywine Cognac I, LLC, a Maryland limited
liability company and subsidiary of Parent L.P. (“Merger
Sub”), Brandywine Cognac II, LLC, a Delaware limited
liability company and subsidiary of Parent L.P. (“L.P. Merger
Sub”), the Company and Prentiss Properties Acquisition
Partners, L.P., a Delaware limited partnership (“Company
L.P.”) have entered into an Agreement and Plan of Merger,
dated as of October 3, 2005 (the “Merger Agreement”),
which provides, upon the terms and subject to the conditions set
forth therein, for the merger of Merger Sub with the Company (the
“REIT Merger”); and
WHEREAS,
as a condition to the willingness of Parent, Parent L.P., Merger
Sub and L.P. Merger Sub to enter into the Merger Agreement, the
Parent Entities have required that Holder agree, and in order to
induce the Parent Entities to enter into the Merger Agreement,
Holder has agreed, to enter into this Agreement.
Capitalized
terms used but not otherwise defined in this Agreement have the
meanings assigned to such terms in the Merger Agreement.
NOW,
THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, and other
good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, and intending to be legally bound hereby,
the parties hereto agree as follows:
Article I.
VOTING OF COMPANY COMMON SHARES AND COMPANY COMMON
UNITS
Section
1.1. Voting Agreements.
Until
the Expiration Date, at every meeting of the shareholders of the
Company called, and at every adjournment thereof, and on every
action or approval by written consent of the shareholders of the
Company, Holder (in its capacity as such) shall vote or cause its
Company Shares to be voted (i) in favor of approval of the
Merger Agreement and the REIT Merger, (ii) in favor of each of
the other transactions contemplated by the Merger Agreement and
(iii) in favor of any incidental matter reasonably determined
by the Parent Entities to be necessary in order to facilitate
consummation of the REIT Merger. At any meeting of the shareholders
of the Company, or at any adjournment thereof, or in any other
circumstances upon which their vote, consent or other approval is
sought, such Holder shall vote (or cause to be voted) the Company
Shares against (i) any Takeover Proposal or any action which
is a component of any Takeover Proposal, (ii) any merger
agreement or merger (other than the Merger Agreement, the REIT
Merger and the OP Merger), reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company,
(iii) any amendment of the Company Organizational Documents,
which amendment would result in a breach of a representation,
warranty or covenant of the Company under the Merger Agreement or
would in any manner prevent or materially impede, interfere with or
delay the REIT Merger, the OP Merger, the Merger Agreement or any
of the other transactions contemplated by the Merger Agreement or
(iv) any other matter that is inconsistent with the prompt
consummation of the REIT Merger, the OP Merger and the other
transactions contemplated by the Merger Agreement (each of clauses
(i), (ii), (iii) and (iv), a “Competing REIT
Transaction”).
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Section 1.2.
Grant of Irrevocable Proxy with
Respect to Company Shares. (a) Holder
hereby irrevocably (to the fullest extent permitted by law)
appoints Gerard H. Sweeney and Walter D’Alessio, and each of
them, as Holder’s sole and exclusive attorneys and proxies,
with full power of substitution and re-substitution, to vote the
Company Shares and to exercise all voting, consent and similar
rights of Holder with respect to the Company Shares (including,
without limitation, the power to execute and deliver written
consents) at every annual, special or adjourned meeting of
shareholders of the Company and in every written consent in lieu of
such meeting (i) in favor of approval of the Merger Agreement
and the REIT Merger, (ii) in favor of each of the other
transactions contemplated by the Merger Agreement, (iii) in
favor of any incidental matter reasonably determined by the Parent
Entities to be necessary in order to facilitate the REIT Merger and
(iv) against any Competing REIT Transaction. It is understood and
agreed that the attorneys and proxies named above may not exercise
these voting rights on any other matter except as provided above.
Except as set forth in this Agreement, Holder may vote the Company
Shares on all other matters.
(b)
Upon Holder’s execution of this
Agreement, any and all prior proxies given by Holder with respect
to any Company Shares with respect to the matters contemplated by
Section 1.2(a) are hereby revoked.
(c)
Holder hereby affirms that the proxy
set forth in this Section 1.2 is irrevocable (to the fullest extent
permitted by law), is coupled with an interest and is granted in
consideration of the Parent Entities entering into the Merger
Agreement. Holder hereby ratifies and confirms all that such
irrevocable proxy may lawfully do or cause to be done by virtue
hereof. Such irrevocable proxy is executed and intended to be
irrevocable in accordance with the provisions of the
MGCL.
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Section 1.3.
Transfer of Company Shares and
Company Units.
(a)
Transferee of Company Shares and
Company Units to be Bound by this Agreement . Holder agrees
that, during the period from the date of this Agreement through the
Expiration Date, other than by operation of Law as part of the REIT
Merger or the OP Merger or in any offer to exchange Company Units
as contemplated under Section 1.11 of the Merger Agreement, or
the redemption or conversion of Company Common Units, Holder shall
not cause or permit any Transfer (as defined below) of any of the
Company Shares or Company Units to be effected without
Parent’s prior written consent to such Transfer and unless
each Person to which any of such Company Shares or Company Units,
or any interest in any of such Company Shares or Company Units, is
or may be Transferred shall have: (a) executed a counterpart
of this Agreement and (b) agreed in writing to hold such
Company Shares or Company Units (or interest in such Company Shares
or Company Units) subject to all of the terms and provisions of
this Agreement; provided , however , that Holder
shall be entitled to Transfer Company Units (or any interest in
such Company Units) to an immediate family member (or trust for the
benefit of an immediate family member) or an Affiliate of such
Holder if such family member, trust or Affiliate shall have
(1) executed a counterpart of this Agreement and
(2) agreed in writing to hold such Company Units (or interest
in s
