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EXHIBIT 10.3
ASSUMPTION, MODIFICATION AND RELEASE AGREEMENT
(1000 ▇▇▇▇▇▇ Boulevard, Mt. Laurel, New Jersey)
THIS ASSUMPTION, MODIFICATION AND RELEASE AGREEMENT is
executed this 24th day of January, 1997, by and among MLCP ASSOCIATES LIMITED
PARTNERSHIP, a Delaware limited partnership ("MLCP"), BRANDYWINE OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership ("BOP") and SUN LIFE
ASSURANCE COMPANY OF CANADA (U.S.) ("Mortgagee").
A. BOP has purchased, or is about to purchase, those certain
premises and the buildings and improvements erected thereon, known as ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, being Lot 1.01 of Block 1104, all as
more fully described on Exhibit "A" attached hereto and made a part hereof
("Premises").
B. On or about October 19, 1994, MLCP executed that certain
Mortgage and Security Agreement secured upon the Premises in the original
principal amount of $6,500,000 (the "Mortgage") for the purpose of securing the
payment of certain indebtedness, together with interest thereon, evidenced by
that certain Mortgage Note executed by Borrower on October 19, 1994, in the
principal amount of $6,500,000 (the "Note"). The loan to MLCP evidenced by the
Note and secured by the Mortgage is sometimes hereinafter referred to as the
"Loan". The Note and the Mortgage, together with any and all other documents
executed by MLCP in connection with the Loan, are sometimes hereinafter
collectively referred to as the "Loan Documents."
C. In connection with the proposed purchase of the Premises by
BOP, BOP has agreed to assume the indebtedness evidenced by the Note on the
terms and conditions stated therein, except as may be modified by the terms of
this Agreement, and Mortgagee has agreed to grant its consent to the transfer
of title to the Premises to BOP, and to offer certain assurances to BOP with
respect to the status of the Loan and the Loan Documents.
NOW, THEREFORE, for Ten ($10.00) Dollars, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, BOP, MLCP and Mortgagee, each intending to be legally bound,
hereby covenant and agree as follows:
1. BOP hereby assumes and agrees to pay the indebtedness
evidenced by the Note, and to be bound by and perform all the covenants of the
Note and Mortgage, at the time and in the manner stated therein. In connection
therewith, BOP shall pay or cause to be paid when due, the principal of, and
interest on, the indebtedness evidenced by the Note, and the principal of, and
interest on, all sums secured by the Mortgage, and shall pay or cause to be
paid when due the charges, fees and all other sums as provided in the Mortgage.
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2. Mortgagee hereby consents to the transfer of title to
the Premises to BOP, and agrees that such transfer shall not constitute a
default or an Event of Default under the Note or Mortgage or under any of the
Loan Documents.
3. Mortgagee hereby releases MLCP of and from any and
all liability hereafter accruing as Maker under the Note and as Mortgagor under
the Mortgage.
4. Mortgagee hereby certifies that (i) it is the holder
and owner of the Note and Mortgage and each of the Loan Documents, and has not
sold, assigned, participated or transferred the Note or Mortgage, or any
interest in the Loan or in any of the Loan Documents, (ii) except for this
Agreement, there has been no amendment, modification or supplement of any kind
or nature in the Note or Mortgage or in any of the Loan Documents from the date
of execution thereof, and Exhibit "B" hereto sets forth a true, correct and
complete list of all of the Loan Documents, (iii) as of the date hereof, the
unpaid principal balance due under the Note is $6,018,589.14, and all interest
required to be paid under the Note through and including December 31, 1996 has
been paid in full to Mortgagee, (iv) there are no charges or other sums due or
owing under the Note and Mortgage or any of the Loan Documents, until the next
regularly scheduled mortgage payment date, being February 1, 1997, (v) interest
is payable on the Loan at the rate of 9.25% per annum, principal and interest
is payable in consecutive monthly installments of $66,897.50 each, and the
maturity date of the Loan is November 1, 2004, (vi) as of January 24, 1997, the
following escrows are maintained by Mortgagee or by its servicing agent: real
estate tax: $20,910.48, and MLCP's obligations with respect to funding such
escrow(s) is/are current as of this date, and the Note, the Mortgage and each
of the Loan Documents are in full force and effect in accordance with their
respective terms and, to the best of Mortgagee's knowledge, no default or Event
of Default exists under the Note, the Mortgage or under any of the Loan
Documents, and no event exists which, but for the giving of notice and/or the
passage of time, would constitute a default or Event of Default thereunder.
5. Anything contained in the Note, the Mortgage or in
any of the Loan Documents to the contrary notwithstanding, nothing contained in
any of such documents shall be deemed or construed to restrict in any manner
whatsoever the ability of Brandywine Realty Trust ("BRT") to issue any common
stock or shares of beneficial interest in BRT, or to restrict in any manner the
transferability of shares in BRT or limited partnership units in BOP, or BOP's
ability to issue additional limited partnership units in accordance with the
provisions of its Agreement of Limited Partnership, as amended from time to
time.
6. Mortgagee hereby approves Brandywine Realty Services
Corp., as manager of the Property effective as of this date.
7. Paragraph 25 of the Mortgage is hereby modified by
restating the notice addresses for Mortgagor as follows:
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Brandywine Operating Partnership, L.P.
c/o Brandywine Realty Trust
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and
Chief Executive Officer
with a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire
Pepper, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
8. Except as otherwise expressly amended hereby, all of
the terms, conditions and obligations of the Note and Mortgage remain in full
force and effect and unmodified hereby.
9. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their successors and assigns.
10. No recourse shall be had for any obligation of
Brandywine Realty Trust under this Agreement, the Note, the Mortgage or under
any of the Loan Documents, or for any claim based thereon or otherwise in
respect thereof, against any past, present or future trustee, shareholder,
officer or employee of Brandywine Realty Trust, whether by virtue of any
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability, if there be any, against any past, present or
future trustee, shareholder, officer or employee, being expressly waived and
released by MLCP and by Sun, and by all parties claiming by, through or under
them, or either of them. The foregoing shall not otherwise limit the liability
of Brandywine Realty Trust, to the extent it has such liability, under the said
Loan Documents.
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IN WITNESS WHEREOF, the parties hereto have executed this
Assumption, Modification and Release Agreement, the date first written above.
MLCP ASSOCIATES LIMITED PARTNERSHIP,
a Delaware Limited Partnership
By: MLCP General Corporation,
its authorized General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Attest: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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R. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
BRANDYWINE OPERATING PARTNERSHIP, L.P.,
a Delaware Limited Partnership
By: Brandywine Realty Trust, a Maryland Real Estate
Investment Trust, General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and
and Chief Executive Officer
SUN LIFE ASSURANCE COMPANY
OF CANADA (U.S.)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate General
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STATE OF :
: SS.
COUNTY OF :
On this day _____of _____________, 1997, before me, a Notary
Public, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, who acknowledged himself to be
the President of MLCP General Corporation, the authorized General Partner of
MLCP Associates Limited Partnership, a Delaware limited partnership, and that
he, as such officer, being authorized to do so, executed the foregoing
instrument in the name of the said limited partnership for the purposes therein
con tained, by signing the name of the limited partnership by himself as
President of its authorized General Partner, and desired that the same might be
recorded as such.
WITNESS my hand and seal the day and year aforesaid.
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Notary Public
My Commission Expires:
STATE OF :
: SS.
COUNTY OF :
On this _____ day of _____________, 1997, before me, a Notary
Public, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who acknowledged himself to be
the President and Chief Executive Officer of Brandywine Realty Trust, a
Maryland Real Estate Investment Trust, the authorized General Partner of
Brandywine Operating Partnership, L.P., a Delaware limited partnership, and
that he, as such officer, being authorized to do so, executed the foregoing
instrument in the name of the said limited partnership for the purposes therein
contained, by signing the name of the limited partnership by himself as
President of its authorized General Partner, and desired that the same might be
recorded as such.
WITNESS my hand and seal the day and year aforesaid.
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Notary Public
My Commission Expires:
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STATE OF :
: SS.
COUNTY :
On this _____ day of _________________, 1997, before me, a
Notary Public, personally appeared _____________________ who acknowledged
himself to be the ________________ of Sun Life Assurance Company of Canada
(U.S.), a ____________________, and that he, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing the name of the corporation by himself as such officer, and desired
that the same might be recorded as such.
WITNESS my hand and seal the day and year aforesaid.
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Notary Public
My Commission Expires:
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EXHIBIT "A"
Legal Description of Property
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EXHIBIT "B"
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
1. Commitment Letter dated August 9, 1994 - MLCP
Associates, L.P./Sun Life Loan No. 790094, as amended
by letter of Sun Life of Canada (U.S.) dated August
23, 1994 to MLCP Associates Limited Partnership.
2. Mortgage Note dated October 19, 1994, in the original
principal amount of $6,500,000, from MLCP Associates
Limited Partnership ("Maker") to Sun Life Assurance
Company of Canada (U.S.) ("Holder").
3. Mortgage and Security Agreement made as of October
19, 1994, between MLCP Associates, Limited
Partnership ("Mortgagor") and Sun Life Assurance
Company of Canada (U.S.) ("Mortgagee") recorded in
Burlington County Clerk's Office on October 28, 1994,
in Mortgage Book 5775, Page 281.
4. Assignment of Leases and Agreement between MLCP
Associates Limited Partnership, a Delaware Limited
Partnership to Sun Life Assurance Company of Canada,
(U.S.), a Delaware Corporation dated October 19,
1994, recorded in the Burlington County Clerk's
Office on October 28, 1994, in Deed Book 4852, Page
321.
5. Financing Statement #76006, filed October 28, 1994.
Filed with Secretary of State, #1600819, filed
November 1, 1994.
Debtor: MLCP Associates Limited Partnership,
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Secured Party: Sun Life Assurance Company of Canada
(U.S.),
One Sun Life Executive Park, Wellesley
Hills, MA.
6. Letter Agreement dated October 19, 1994 to MLCP
Associates, Limited Partnership from Sun Life
Assurance Company of Canada (U.S.).
