Attached files
file | filename |
---|---|
8-K - FORM 8-K - BRANDYWINE REALTY TRUST | w82170ae8vk.htm |
EX-5.1 - EX-5.1 - BRANDYWINE REALTY TRUST | w82170aexv5w1.htm |
EX-4.2 - EX-4.2 - BRANDYWINE REALTY TRUST | w82170aexv4w2.htm |
EX-1.1 - EXHIBIT 1.1 - BRANDYWINE REALTY TRUST | w82170aexv1w1.htm |
EX-1.2 - EXHIBIT 1.2 - BRANDYWINE REALTY TRUST | w82170aexv1w2.htm |
EX-99.1 - EX-99.1 - BRANDYWINE REALTY TRUST | w82170aexv99w1.htm |
Exhibit 4.1
Execution Version
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Issuer
Issuer
and
BRANDYWINE REALTY TRUST
Parent Guarantor
Parent Guarantor
to
BANK OF NEW YORK MELLON
Trustee
Trustee
Third Supplemental Indenture
Dated as of April 5, 2011
and
Indenture
Dated as of October 22, 2004
THIRD SUPPLEMENTAL INDENTURE, dated as of April 5, 2011 (the Third Supplemental
Indenture), among BRANDYWINE OPERATING PARTNERSHIP, L.P., a limited partnership formed under
the laws of Delaware (the Issuer), BRANDYWINE REALTY TRUST, a real estate investment
trust formed under the laws of Maryland (the Parent Guarantor), and THE BANK OF NEW YORK MELLON ,
a New York banking corporation (formerly The Bank of New York), as Trustee (the Trustee).
RECITALS OF THE ISSUER
The Issuer, the Parent Guarantor and the Trustee are parties to an Indenture dated as of
October 22, 2004 (the Base Indenture), as supplemented by the First Supplemental
Indenture dated as of May 25, 2005 (the First Supplemental Indenture) and the Second
Supplemental Indenture dated as of October 4, 2006 (the Second Supplemental Indenture
(the Base Indenture, as supplemented by the First Supplemental Indenture and the Second
Supplemental Indenture, the Indenture).
Section 901 of the Indenture provides that the Issuer, the Parent Guarantor and the Trustee
may enter into supplemental indentures, without the Consent of any Holders of Securities, to add to
the covenants of the Issuer with regard to Securities issued on or after the date of such change.
All the conditions and requirements necessary to make this Third Supplemental Indenture, when
duly executed and delivered, a valid and binding agreement in accordance with its terms and for the
purposes herein expressed, have been performed and fulfilled.
NOW, THEREFORE, in consideration of the premises and the purchase of all series of Securities
created on or after the date of this Third Supplemental Indenture (the Affected
Securities), the issuer, Parent Guarantor and Trust hereby agree, for the equal and
proportionate benefit of all Holders, from time to time, of the Affected Securities or of series
thereof, as follows:
ARTICLE I
RELATION TO INDENTURE; DEFINITIONS
Section 1.1. Relation to Indenture. This Third Supplemental Indenture constitutes an
integral part of the Indenture.
Section 1.2. Definitions. For all purposes of this Third Supplemental Indenture,
except for terms defined herein or unless the context otherwise requires, capitalized terms used
but not defined herein shall have the respective meanings assigned to them in the Indenture.
ARTICLE II
AMENDMENT
Section 2.1. Limitations on Incurrence of Indebtedness. The definition of Total
Unencumbered Assets set forth in Section 101 of the Indenture is hereby amended and restated in
its entirety solely with respect to the Affected Securities as follows:
Total Unencumbered Assets means the sum of (i) those Undepreciated Real Estate
Assets not subject to an Encumbrance for borrowed money and (ii) all other assets of the Issuer and
its Subsidiaries not
subject to an Encumbrance for borrowed money, determined in accordance with GAAP (but
excluding accounts receivable and intangibles); provided, however, that, in determining Total
Unencumbered Assets as a percentage of outstanding Unsecured Indebtedness for purposes of Section
1006(d) of the Indenture, all investments in any Person that is not consolidated with the Issuer
for financial reporting purposes in accordance with GAAP shall be excluded from Total Unencumbered
Assets.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.1. Ratification of Indenture. Except as expressly modified or amended
hereby, the Indenture continues in full force and effect and is in all respects confirmed and
preserved.
Section 3.2. No Representation by Trustee. The Trustee makes no representation as to
the validity or sufficiency of the Third Supplemental Indenture.
Section 3.3. Governing Law. This Third Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York.
Section 3.4. Counterparts. This Third Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed by their respective officers hereunto duly authorized, all as of the day and year
first written above.
BRANDYWINE OPERATING PARTNERSHIP, L.P. |
||||
By: | BRANDYWINE REALTY TRUST | |||
Its General Partner | ||||
By: | /s/ Gerard H. Sweeney | |||
Name: | Gerard H. Sweeney | |||
Title: | President and Chief Executive Officer | |||
BRANDYWINE REALTY TRUST |
||||
By: | /s/ Gerard H. Sweeney | |||
Name: | Gerard H. Sweeney | |||
Title: | President and Chief Executive Officer | |||
THE BANK OF NEW YORK MELLON, as Trustee |
||||
By: | /s/ Mary Miselis | |||
Name: | Mary Miselis | |||
Title: | Vice President | |||