exv10w1



 





Execution Version



 





TERM LOAN AGREEMENT




among




BRANDYWINE REALTY TRUST

and

BRANDYWINE OPERATING PARTNERSHIP, L.P.,

as Borrowers



and




THE LENDERS IDENTIFIED HEREIN




and




CITIZENS BANK OF PENNSYLVANIA

as Administrative Agent




DATED AS OF OCTOBER 15, 2007




RBS SECURITIES CORPORATION

as Lead Arranger and Sole Bookrunner



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	SECTION 1.	 	DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.1	 	 	Definitions
	 	 	1	 
	 	1.2	 	 	Computation of Time Periods and Other Definition Provisions
	 	 	24	 
	 	1.3	 	 	Accounting Terms
	 	 	24	 
	 	1.4	 	 	Joint Venture Investments
	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	SECTION 2.	 	CREDIT FACILITY
	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Loans
	 	 	25	 
	 	2.2	 	 	[Reserved]
	 	 	28	 
	 	2.3	 	 	[Reserved]
	 	 	28	 
	 	2.4	 	 	Joint and Several Liability of the Borrowers
	 	 	28	 
	 	2.5	 	 	Appointment of BOP
	 	 	30	 
	 	2.6	 	 	Non-Recourse
	 	 	31	 
	 	2.7	 	 	Incremental Commitments
	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	SECTION 3.	 	GENERAL PROVISIONS APPLICABLE TO LOANS
	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	 	3.1	 	 	Interest
	 	 	32	 
	 	3.2	 	 	Place and Manner of Payments
	 	 	33	 
	 	3.3	 	 	Prepayments
	 	 	33	 
	 	3.4	 	 	Fees
	 	 	34	 
	 	3.5	 	 	Payment in full at Maturity; Extension of Maturity
	 	 	34	 
	 	3.6	 	 	Computations of Interest and Fees
	 	 	35	 
	 	3.7	 	 	Pro Rata Treatment
	 	 	36	 
	 	3.8	 	 	Sharing of Payments
	 	 	36	 
	 	3.9	 	 	Capital Adequacy
	 	 	37	 
	 	3.10	 	 	Inability To Determine Interest Rate
	 	 	38	 
	 	3.11	 	 	Illegality
	 	 	38	 
	 	3.12	 	 	Requirements of Law
	 	 	38	 
	 	3.13	 	 	Taxes
	 	 	40	 
	 	3.14	 	 	Compensation
	 	 	42	 
	 	3.15	 	 	Mitigation; Mandatory Assignment
	 	 	43	 
	 	 	 	 	 
	 	 	 	 
	SECTION 4.	 	[RESERVED]
	 	 	43	 
	 	 	 	 	 
	 	 	 	 
	SECTION 5.	 	CONDITIONS PRECEDENT
	 	 	44	 
	 	 	 	 	 
	 	 	 	 
	 	5.1	 	 	Closing Conditions
	 	 	44	 
	 	5.2	 	 	Conditions to All Extensions of Credit
	 	 	47	 






i









 






TABLE OF CONTENTS




(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	SECTION 6.	 	REPRESENTATIONS AND WARRANTIES
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	 	6.1	 	 	Financial Condition
	 	 	48	 
	 	6.2	 	 	No Material Change
	 	 	48	 
	 	6.3	 	 	Organization and Good Standing
	 	 	48	 
	 	6.4	 	 	Due Authorization
	 	 	49	 
	 	6.5	 	 	No Conflicts
	 	 	49	 
	 	6.6	 	 	Consents
	 	 	49	 
	 	6.7	 	 	Enforceable Obligations
	 	 	50	 
	 	6.8	 	 	No Default
	 	 	50	 
	 	6.9	 	 	Ownership
	 	 	50	 
	 	6.10	 	 	Indebtedness
	 	 	50	 
	 	6.11	 	 	Litigation
	 	 	50	 
	 	6.12	 	 	Taxes
	 	 	50	 
	 	6.13	 	 	Compliance with Law
	 	 	51	 
	 	6.14	 	 	Compliance with ERISA
	 	 	51	 
	 	6.15	 	 	Organization Structure/Subsidiaries
	 	 	52	 
	 	6.16	 	 	Use of Proceeds; Margin Stock
	 	 	52	 
	 	6.17	 	 	Government Regulation
	 	 	53	 
	 	6.18	 	 	Environmental Matters
	 	 	53	 
	 	6.19	 	 	Solvency
	 	 	54	 
	 	6.20	 	 	[Reserved]
	 	 	54	 
	 	6.21	 	 	Location of Properties
	 	 	54	 
	 	6.22	 	 	Disclosure
	 	 	55	 
	 	6.23	 	 	Licenses, etc
	 	 	55	 
	 	6.24	 	 	No Burdensome Restrictions
	 	 	55	 
	 	6.25	 	 	Eligible Subsidiaries
	 	 	55	 
	 	6.26	 	 	Foreign Assets Control Regulations, Etc
	 	 	55	 
	 	 	 	 	 
	 	 	 	 
	SECTION 7.	 	AFFIRMATIVE COVENANTS
	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	 	7.1	 	 	Information Covenants
	 	 	56	 
	 	7.2	 	 	Financial Covenants
	 	 	60	 
	 	7.3	 	 	Preservation of Existence
	 	 	61	 
	 	7.4	 	 	Books and Records
	 	 	61	 
	 	7.5	 	 	Compliance with Law
	 	 	61	 
	 	7.6	 	 	Payment of Taxes and Other Indebtedness
	 	 	62	 
	 	7.7	 	 	Insurance
	 	 	62	 
	 	7.8	 	 	Maintenance of Assets
	 	 	62	 
	 	7.9	 	 	Performance of Obligations
	 	 	62	 






ii









 






TABLE OF CONTENTS




(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	7.10	 	 	Use of Proceeds
	 	 	63	 
	 	7.11	 	 	Audits/Inspections
	 	 	63	 
	 	7.12	 	 	Additional Credit Parties
	 	 	63	 
	 	7.13	 	 	Interest Rate Protection Agreements
	 	 	63	 
	 	7.14	 	 	Construction
	 	 	64	 
	 	7.15	 	 	Sales
	 	 	64	 
	 	 	 	 	 
	 	 	 	 
	SECTION 8.	 	NEGATIVE COVENANTS
	 	 	64	 
	 	 	 	 	 
	 	 	 	 
	 	8.1	 	 	Indebtedness
	 	 	64	 
	 	8.2	 	 	Liens
	 	 	65	 
	 	8.3	 	 	Nature of Business
	 	 	65	 
	 	8.4	 	 	Consolidation and Merger
	 	 	65	 
	 	8.5	 	 	Sale or Lease of Assets
	 	 	66	 
	 	8.6	 	 	[Intentionally Omitted.]
	 	 	66	 
	 	8.7	 	 	Restricted Payments
	 	 	66	 
	 	8.8	 	 	Transactions with Affiliates
	 	 	66	 
	 	8.9	 	 	Fiscal Year; Organizational Documents
	 	 	67	 
	 	8.10	 	 	Limitations
	 	 	67	 
	 	8.11	 	 	Other Negative Pledges
	 	 	67	 
	 	 	 	 	 
	 	 	 	 
	SECTION 9.	 	EVENTS OF DEFAULT
	 	 	67	 
	 	 	 	 	 
	 	 	 	 
	 	9.1	 	 	Events of Default
	 	 	67	 
	 	9.2	 	 	Acceleration; Remedies
	 	 	70	 
	 	9.3	 	 	Allocation of Payments After Event of Default
	 	 	71	 
	 	 	 	 	 
	 	 	 	 
	SECTION 10.	 	AGENCY PROVISIONS
	 	 	72	 
	 	 	 	 	 
	 	 	 	 
	 	10.1	 	 	Appointment
	 	 	72	 
	 	10.2	 	 	Delegation of Duties
	 	 	73	 
	 	10.3	 	 	Exculpatory Provisions
	 	 	73	 
	 	10.4	 	 	Reliance on Communications
	 	 	73	 
	 	10.5	 	 	Notice of Default
	 	 	74	 
	 	10.6	 	 	Non-Reliance on Administrative Agent and Other Lenders
	 	 	74	 
	 	10.7	 	 	Indemnification
	 	 	75	 
	 	10.8	 	 	Administrative Agent in Its Individual Capacity
	 	 	75	 
	 	10.9	 	 	Successor Agent
	 	 	76	 
	 	 	 	 	 
	 	 	 	 
	SECTION 11.	 	MISCELLANEOUS
	 	 	76	 






iii









 






TABLE OF CONTENTS




(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	11.1	 	 	Notices
	 	 	76	 
	 	11.2	 	 	Right of Set-Off
	 	 	77	 
	 	11.3	 	 	Benefit of Agreement
	 	 	77	 
	 	11.4	 	 	No Waiver; Remedies Cumulative
	 	 	80	 
	 	11.5	 	 	Payment of Expenses; Indemnification
	 	 	80	 
	 	11.6	 	 	Amendments, Waivers and Consents
	 	 	81	 
	 	11.7	 	 	Counterparts/Telecopy
	 	 	83	 
	 	11.8	 	 	Headings
	 	 	83	 
	 	11.9	 	 	Defaulting Lender
	 	 	83	 
	 	11.10	 	 	Survival of Indemnification and Representations and Warranties
	 	 	83	 
	 	11.11	 	 	Governing Law; Jurisdiction
	 	 	84	 
	 	11.12	 	 	Waiver of Jury Trial
	 	 	84	 
	 	11.13	 	 	Time
	 	 	85	 
	 	11.14	 	 	Severability
	 	 	85	 
	 	11.15	 	 	Entirety
	 	 	85	 
	 	11.16	 	 	Binding Effect
	 	 	85	 
	 	11.17	 	 	Confidentiality
	 	 	86	 
	 	11.18	 	 	Further Assurances
	 	 	86	 
	 	11.19	 	 	Release of Guarantors
	 	 	86	 
	 	11.20	 	 	USA PATRIOT Act
	 	 	86	 
	 	11.21	 	 	Limitation on Liability
	 	 	87	 






iv









 





	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule EG

	 	Eligible Ground Leases
	Schedule 6.15

	 	Organization Structure/Subsidiaries
	Schedule 6.21

	 	Properties
	Schedule 6.25

	 	Eligible Unencumbered Property Subsidiaries
	Schedule 8.2

	 	Existing Liens
	Schedule 11.1

	 	Notices
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit 1.1(a)

	 	Commitment Percentages
	Exhibit 2.1(c)

	 	Form of Notice of Borrowing
	Exhibit 2.1(f)

	 	Form of Notice of Continuation/Conversion
	Exhibit 2.1(h)

	 	Form of Note
	Exhibit 7.1(c)

	 	Form of Officer’s Certificate
	Exhibit 7.12

	 	Form of Guaranty
	Exhibit 11.3(b)

	 	Form of Assignment Agreement






 









 





TERM LOAN AGREEMENT




     THIS TERM LOAN AGREEMENT (as amended, supplemented or otherwise modified from time to time,
this “Credit Agreement”) is entered into as of October 15, 2007, among BRANDYWINE REALTY TRUST
(“BRT”), a Maryland real estate investment trust, BRANDYWINE OPERATING PARTNERSHIP, L.P. (“BOP”), a
Delaware limited partnership (collectively, the “Borrowers”), the Lenders (as defined herein), and
CITIZENS BANK OF PENNSYLVANIA, as Administrative Agent for the Lenders.



RECITALS




     WHEREAS, the Borrowers desire that the Lenders provide a term loan facility in an initial
aggregate amount of up to $150 million with the option to increase the aggregate amount to $200
million;



     WHEREAS, the Lenders party hereto have agreed to make the requested term loan facility
available to the Borrowers on the terms and conditions hereinafter set forth;



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



SECTION 1.




DEFINITIONS AND ACCOUNTING TERMS




     1.1 Definitions.



     As used herein, the following terms shall have the meanings herein specified unless the
context otherwise requires. Defined terms herein shall include in the singular number the plural
and in the plural the singular:



     “Acquisition” means the acquisition by merger by BRT of Prentiss that closed on January 5,
2006 in accordance with the terms of the Acquisition Purchase Agreement.



     “Acquisition Properties” means the properties of Prentiss and its Subsidiaries acquired
indirectly by the Borrowers in connection with the Acquisition which have not been sold since
January 5, 2006.



     “Acquisition Purchase Agreement” means that certain Agreement and Plan of Merger, dated as of
October 3, 2005, among the Borrowers, Prentiss and certain other parties.



     “Adjusted Eurodollar Rate” means the Eurodollar Rate plus the Applicable Percentage.



 









 





     “Adjusted NOI” means NOI less (a) an annual sum of $0.25 per square foot for all Properties
and (b) all interest income of the Combined Parties for the applicable period.



     “Administrative Agent” means Citizens Bank of Pennsylvania or any successor administrative
agent appointed pursuant to Section 10.9.



     “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling (including but not limited to all directors and officers of such Person), controlled by
or under direct or indirect common control with such Person. A Person shall be deemed to control a
corporation, partnership, limited liability company or real estate investment trust if such Person
possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such corporation or real estate investment
trust or to vote 10% or more of the partnership or membership interests of such partnership or
limited liability company or (ii) to direct or cause direction of the management and policies of
such corporation, trust, limited liability company or partnership, whether through the ownership of
voting securities, as managing member or general partner, by contract or otherwise.



     “Agency Services Address” means Two Commerce Square, 6th Floor, 2001 Market Street,
Philadelphia, Pennsylvania 19103, Attention: Kellie Anderson, Senior Vice President, or such other
address as may be identified by written notice from the Administrative Agent to the Borrowers.



     “Agent-Related Persons” means the Administrative Agent (including any successor administrative
agent), together with its Affiliates (including, in the case of Citizens Bank of Pennsylvania in
its capacity as Administrative Agent, RBS Securities Corporation), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.



     “Annualized Modified Adjusted NOI” means an amount equal to (a) Adjusted NOI for the prior
fiscal quarter for all Properties owned during such entire fiscal quarter multiplied times four
plus (b) Adjusted NOI for the number of days owned for all Properties acquired during such fiscal
quarter multiplied by a fraction equal to 365 divided by the number of days such Property was owned
by a Combined Party.



     “Applicable Percentage” means if either (i) BRT has at least two Unsecured Senior Debt Ratings
in effect or (ii) BOP has at least two Unsecured Senior Debt Ratings in effect, the appropriate
applicable percentages corresponding to the Pricing Level in the table below based upon the lowest
Unsecured Senior Debt Ratings of (A) BRT, if BRT has at least two Unsecured Senior Debt Ratings in
effect and BOP does not, (B) BOP, if BOP has at least two Unsecured Senior Debt Ratings in effect
and BRT does not or (C) if both BRT and BOP have at least two Unsecured Senior Debt Ratings in
effect, the Borrower with the lowest Unsecured Senior Debt Rating, in each case as of the most



 - 2 - 









 




recent Calculation Date; provided that (x) if either or both of BOP or BRT has three Unsecured
Senior Debt Ratings in effect, the appropriate applicable percentages shall
correspond to the Pricing Level based on the lower Unsecured Senior Debt Rating of the two
highest Unsecured Senior Debt Ratings of the applicable Borrower under clauses (A), (B) and (C)
above and (y) if neither BOP nor BRT has at least two Unsecured Senior Debt Ratings in effect, the
Applicable Percentage shall be based on Pricing Level IV below:




	 	 	 	 	 	 	 
	 	 	 	 	Applicable Percentage
	Pricing Level	 	Unsecured Senior Debt Rating	 	for Eurodollar Loans
	I

	 	BBB+ or better from S&P,

Baa1 or better from Moody’s,

or BBB+ or better from Fitch
	 	 	0.475	%
	II

	 	BBB from S&P,

Baa2 from Moody’s or

BBB from Fitch
	 	 	0.60	%
	III

	 	BBB- from S&P,

Baa3 from Moody’s or

BBB- from Fitch
	 	 	0.80	%
	IV

	 	<BBB- from S&P,

<Baa3 from Moody’s or

<BBB- from Fitch
	 	 	1.10	%






     The Applicable Percentage for Loans shall be determined and adjusted on the date (each a
"Calculation Date”) on which BRT or BOP obtains an Unsecured Senior Debt Rating from at least two
of S&P, Moody’s or Fitch or the date on which there is a change in any Unsecured Senior Debt Rating
of BRT or BOP that would cause a change in the Applicable Percentage, in each case promptly after
the Administrative Agent receives notice regarding such Unsecured Senior Debt Rating. Each
Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date.
Any adjustment in the Applicable Percentage shall be applicable to all existing Loans.



     The Borrowers shall promptly deliver to the Administrative Agent, at the address set forth on
Schedule 11.1 and at the Agency Services Address, information regarding any change in the
Unsecured Senior Debt Rating that would change the existing Pricing Level for the Applicable
Percentage as set forth above.



     “Arranger” means RBS Securities Corporation in its capacity as lead arranger and sole
bookrunner.



     “Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended,
modified, succeeded or replaced from time to time.



     “Base Rate” means, for any day, the rate per annum equal to the greater of (a) the Federal
Funds Rate in effect on such day plus 1/2 of 1% or (b) the Prime Rate in effect on



 - 3 - 









 




such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
effective on the effective date of such change in the Prime Rate or the Federal Funds Rate,
respectively.




     “Base Rate Loan” means a Loan bearing interest based on a rate determined by reference to the
Base Rate.



     “BOP” means Brandywine Operating Partnership, L.P., a Delaware limited partnership, together
with any successors and permitted assigns.



     “Borrowers” means BRT and BOP and “Borrower” means either one of them.



     “BRT” means Brandywine Realty Trust, a Maryland real estate investment trust, together with
any successors and permitted assigns.



     “Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on
which banking institutions are authorized or required by law or other governmental action to close
in New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on
which dealings between banks are carried on in Dollar deposits in the London interbank market.



     “Calculation Date” has the meaning set forth in the definition of Applicable Percentage in
this Section 1.1.



     “Capital Expenditures” means all expenditures of the Borrowers and their Subsidiaries which,
in accordance with GAAP, would be classified as capital expenditures, including, without
limitation, Capital Leases.



     “Capital Lease” means, as applied to any Person, any lease of any property (whether real,
personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be
accounted for as a capital lease on a balance sheet of that Person.



     “Capital Percentage” means, with respect to the interest of a Borrower or one of its
Subsidiaries in another Person, the percentage interest of such Person based on the aggregate
amount of net capital contributed by such Borrower or such Subsidiary in such Person at the time of
determination relative to all capital contributions made in such Person at such time of
determination.



     “Capitalization Rate” means 7.50%.



     “Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by
the United States of America or any agency or instrumentality thereof (provided that the full faith
and credit of the United States of America is pledged in support thereof) having maturities of not
more than twelve months from the date of acquisition, (b) Dollar denominated time and demand
deposits and certificates of deposit



 - 4 - 









 




of (i) any Lender or any of its Affiliates, (ii) any domestic
commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose
short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from
Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each
case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper
and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or
guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of
acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders)
or securities dealer having capital and surplus in excess of $500,000,000 for direct obligations
issued by or fully guaranteed by the United States of America in which a Borrower or one of its
Subsidiaries shall have a perfected first priority security interest (subject to no other Liens)
and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of
the repurchase obligations and (e) Investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment Company Act of 1940, as
amended, which are administered by financial institutions having capital of at least $500,000,000
and the portfolios of which are limited to investments of the character described in the foregoing
subdivisions (a) through (d).




     “Change of Control” means any of the following events:




     (a) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act) has become, directly or indirectly, the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have
“beneficial ownership” of all shares that any such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time or the occurrence
of any contingency), by way of merger, consolidation or otherwise, of 20% or more of the
voting power of BRT on a fully-diluted basis, after giving effect to the conversion and
exercise of all outstanding warrants, options and other securities of BRT convertible into
or exercisable for voting power of BRT (whether or not such securities are then currently
convertible or exercisable); or




     (b) during any period of up to twelve (12) consecutive months commencing on or after
the Closing Date, individuals who were trustees of BRT at the beginning of such period (the
“Continuing Trustees”), plus any new trustees whose election or appointment was approved by
a majority of the Continuing Trustees then in office, shall cease for any reason to
constitute a majority of the Board of Trustees of BRT; or




     (c) BRT fails to directly own at least 75% of the aggregate ownership interests in BOP
(giving effect to any convertible interests with respect thereto).



 - 5 - 









 





     “Closing Date” means the date hereof.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto,
as interpreted by the rules and regulations issued thereunder, in each case as in effect from time
to time. References to sections of the Code shall be construed also to refer to any successor
sections.



     “Combined Parties” means the Borrowers and their Subsidiaries and all joint ventures or
partnerships to which a Borrower or one of its Subsidiaries is a party.



     “Commitments” means, with respect to any Lender, the obligations of such Lender to make Loans
pursuant to the terms and conditions of this Credit Agreement, and which shall not exceed the
principal amount set forth opposite such Lender’s name on Exhibit 1.1(a) hereto or in the
Assignment and Acceptance by which it became a Lender, as modified from time to time pursuant to
the terms of this Credit Agreement or to give effect to any applicable Assignment and Acceptance,
and “Commitments” means the aggregate principal amount of the Commitments of all the Lenders, the
initial maximum amount of which shall be $150,000,000.



     “Commitment Percentage” means, for each Lender, the percentage identified as its Commitment
Percentage on Exhibit 1.1(a), as such percentage may be modified in connection with any assignment
made in accordance with the provisions of Section 11.3.



     “Committed Amount” means $150,000,000, as the same may be permanently reduced in accordance
with Section 2.1(e) or increased from time to time pursuant to Section 2.7.



     “Construction-in-Process” means a Property or portion thereof on which construction of
improvements (excluding tenant improvements) has commenced and is proceeding to completion in the
ordinary course but has not yet been completed (as such completion shall be evidenced by a
temporary or permanent certificate of occupancy permitting use of such Property or portion thereof
by the general public). Any such Property or portion thereof shall be treated as
Construction-in-Process until the earlier of (i) the date that is 12 months from the date of
completion (as evidenced by a certificate of occupancy permitting use of such Property or portion
thereof by the general public) or (ii) the date after completion on which the Borrowers make a
one-time election (by written notice to the Administrative Agent in the certificate delivered
pursuant to Section 7.1(c)) to no longer treat such Property or portion thereof as
Construction-in-Process.



     “Continuing Trustees” has the meaning set forth in the definition of Change of Control.



     “Credit Documents” means this Credit Agreement, the Notes, each Guaranty (if any), any Notice
of Borrowing, any Notice of Continuation/Conversion and all other



 - 6 - 









 




related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.




     “Credit Parties” means the Borrowers and any Guarantors and “Credit Party” means any one of
them.



     “Debt Payments” means, for any period, for the Combined Parties, the sum of (a) Interest
Expense for such period plus (b) all payments of principal and any required prepayments on Funded
Debt of the Combined Parties (other than balloon payments) for such period, ending on the date of
determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of
determination).



     “Default” means any event, act or condition which with notice or lapse of time, or both, would
constitute an Event of Default.



     “Defaulting Lender” means, at any time, any Lender that (a) has failed to make a Loan or
purchase a Participation Interest required pursuant to the terms of this Credit Agreement (but only
for so long as such Loan is not made or such Participation Interest is not purchased), (b) has
failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to
the terms of this Credit Agreement (but only for so long as such amount has not been repaid) or (c)
has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a
receiver, trustee or similar official.



     “Dollars” and “$” each means the lawful currency of the United States of America.



     “Effective Date” means the date, as specified by the Administrative Agent, on which the
conditions set forth in Section 5.1 and Section 5.2 shall have been fulfilled (or waived in the
sole discretion of the Lenders) and on which the Loans shall have been made, which date is expected
to be October 19, 2007.



     “Eligible Assignee” means (a) any Lender or any Affiliate of a Lender; (b) a commercial bank
having total assets in excess of $5,000,000,000; (c) the central bank of any country which is a
member of the Organization for Economic Cooperation and Development; or (d) a finance company or
other financial institution reasonably acceptable to the Administrative Agent, which is regularly
engaged in making, purchasing or investing in loans and having total assets in excess of
$500,000,000 or is otherwise acceptable to the Administrative Agent. Neither a Borrower nor any
Affiliate of the Borrowers shall qualify as an Eligible Assignee.



     “Eligible Cash 1031 Proceeds” means the cash proceeds held by a “qualified intermediary” from
the sale of Property, which proceeds are intended to be used by such qualified intermediary to
acquire one or more “replacement properties” that are of



 - 7 - 









 




“like-kind” to such Property in an exchange that qualifies as a tax-free exchange under Section 1031 of the Code, and no portion of
which proceeds any Combined Party has the right to receive, pledge, borrow or otherwise obtain the
benefits of until such time as provided under the applicable “exchange agreement” (as such terms in
quotations are defined in Treasury Regulations Section 1.1031(k)-1(g)(4) (the “Regulations”)) or
until such exchange is terminated. Upon the cash proceeds no longer being held by such qualified
intermediary pursuant to the Regulations or otherwise no longer qualifying under the Regulations
for like-kind exchange treatment, such proceeds shall cease being Eligible Cash 1031 Proceeds.




     “Eligible Ground Lease” means a ground lease that (a) has a minimum remaining term of
twenty-five (25) years, including tenant controlled options, as of any date of
determination, (b) has customary notice rights, default cure rights, bankruptcy new lease
rights and other customary provisions for the benefit of a leasehold mortgagee or has equivalent
protection for a leasehold permanent mortgagee by a subordination to such leasehold permanent
mortgagee of the landlord’s fee interest, and (c) is otherwise acceptable for non-recourse
leasehold mortgage financing under customary prudent lending requirements. The Eligible Ground
Leases as of the date of this Credit Agreement are listed on Schedule EG.



     “Eligible Land” means undeveloped land which is zoned for commercial use and which is not
subject to a building moratorium or other restriction on construction.



     “Eligible Subsidiary” means any Subsidiary of the Borrowers which has no Recourse Indebtedness
and has not provided a guaranty of any other Funded Debt of the Borrowers.



     “Eligible Unencumbered Property Subsidiary” means an Eligible Subsidiary that owns or
ground-leases any Property that is treated as Unencumbered Property, Unencumbered
Construction-in-Process or Unencumbered Eligible Land under this Agreement.



     “Environmental Claim” means any investigation, written notice, violation, written demand,
written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien,
proceeding, or written claim whether administrative, judicial or private in nature arising (a)
pursuant to, or in connection with, an actual or alleged violation of any Environmental Law, (b) in
connection with any Hazardous Material, (c) from any assessment, abatement, removal, remedial,
corrective, or other response action in connection with an Environmental Law or other order of a
Governmental Authority or (d) from any actual or alleged damage, injury, threat, or harm to health,
safety, natural resources, or the environment.



     “Environmental Laws” means any current or future legal requirement of any Governmental
Authority pertaining to (a) the protection of health, safety, and the indoor



 - 8 - 









 





or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife, (c) the
protection or use of surface water and groundwater or (d) the management, manufacture, possession,
presence, use, generation, transportation, treatment, storage, disposal, release, threatened
release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic
substance or material or (e) pollution (including any release to land surface water and
groundwater) and includes, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization
Act of 1986, 42 U.S.C. 9601 et seq., Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 U.S.C.
6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33
U.S.C. 1251 et seq., Clean Air Act of 1966, as amended, 42 U.S.C. 7401 et seq., Toxic Substances
Control Act of 1976, 15 U.S.C. 2601 et seq., Hazardous Materials Transportation Act, 49 U.S.C. App.
1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq., Oil Pollution
Act of 1990, 33 U.S.C. 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. 11001 et seq., National Environmental Policy Act of 1969, 42 U.S.C. 4321 et seq., Safe
Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f) et seq., any analogous implementing or
successor law, and any amendment, rule, regulation, order, or directive issued thereunder.



     “Equity Issuance” means any issuance by a Borrower or one of its Subsidiaries to any Person
(other than another Borrower or Subsidiary) of shares of its capital stock, preferred stock, common
or preferred shares of beneficial interest, partnership or membership interests or other equity
interests, including pursuant to the exercise of options or warrants or pursuant to the conversion
of any debt securities to equity; provided that the definition of Equity Issuance as used herein
shall not include (a) issuances of equity to employees or trustees of a Borrower or one of its
Subsidiaries to the extent such issuances either (i) arise from the Borrowers’ Employee Stock
Purchase Plan or Long-Term Incentive Plan approved by BRT’s shareholders or (ii) do not exceed
$2,000,000 in any one instance or $10,000,000, in the aggregate from and after the date hereof,
during the term of this Credit Agreement, or (b) issuances of common stock or common or preferred
shares of beneficial interests the proceeds of which are used for the sole purpose of conversion or
redemption of convertible preferred stock or perpetual preferred stock or preferred shares of
beneficial interests.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same
may be in effect from time to time. References to sections of ERISA shall be construed also to
refer to any successor sections.



     “ERISA Affiliate” means an entity, whether or not incorporated, which is under common control
with a Borrower or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or
is a member of a group which includes a Borrower or any



 - 9 - 









 




Subsidiary of a Borrower and which is treated as a single employer under subsections (b) or (c) of Section 414 of the Code.




     “ERISA Event” means (i) with respect to any Plan, the occurrence of a Reportable Event or the
substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (ii) the
withdrawal of a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate from a Multiple
Employer Plan during a plan year in which it was a substantial employer (as such term is defined in
Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (iii) the
distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to
Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to terminate or the
actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition
which might constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan; (vi) the complete or partial withdrawal of a
Borrower, any Subsidiary of a Borrower or any ERISA Affiliate from a Multiemployer Plan; (vii) the
conditions for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or (viii) the adoption of an amendment to any Plan
requiring the provision of security to such Plan pursuant to Section 307 of ERISA.



     “Eurodollar Loan” means a Loan bearing interest based on a rate determined by reference to the
Adjusted Eurodollar Rate.



     “Eurodollar Rate” means, for the Interest Period for each Eurodollar Loan comprising part of
the same borrowing (including conversions, extensions and renewals), a per annum interest rate as
determined on the basis of the offered rates for deposits in Dollars, for the period of time
comparable to such Interest Period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m.
London time on the day that is two (2) Business Days preceding the first day of such Interest
Period; provided, however, if the rate described above does not appear on Reuters
Screen LIBOR01 Page on any applicable interest determination date or the Reuters service is
unavailable, the Eurodollar Rate for that date will be determined on the basis of the offered rates
for deposits in Dollars in an amount comparable to the principal amount of such Loan and for a
period of time comparable to such Interest Period which are offered by four major banks in the
London interbank market at approximately 11:00 a.m. London time, on the day that is two (2)
Business Days preceding the first day of such Interest Period as selected by Administrative Agent.
The principal London office of each of the four major London banks will be requested to provide a
quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the
rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are
provided, the rate for that date will be determined on the basis of the rates quoted for loans in
Dollars to leading European banks in an amount comparable to the principal amount of such Loan and
for a period of time comparable to such Interest Period offered by major banks in New York City at
approximately 11:00 a.m. (New York City time), on the day that is two (2) Business Days preceding
the first day of such Interest Period. In the event that Administrative Agent is



 - 10 - 









 




unable to obtain any such quotation as provided above, it will be deemed that the Eurodollar Rate for a Eurodollar
Loan cannot be determined and the provisions of Section 3.10 shall apply. In the event that the
Board of Governors of the Federal Reserve System shall impose a Eurodollar Reserve Percentage with
respect to Eurodollar deposits of the Person serving as the Administrative Agent, then for any
period during which such Eurodollar Reserve Percentage shall apply, the Eurodollar Rate shall be
equal to the amount determined above divided by an amount equal to 1 minus the Eurodollar Reserve
Percentage.




     “Eurodollar Reserve Percentage” means, for any day, that percentage (expressed as a decimal)
which is in effect from time to time under Regulation D as the maximum reserve requirement
(including, without limitation, any basic, supplemental, emergency, special, or marginal reserves)
applicable with respect to Eurodollar liabilities as that term is defined in Regulation D (or
against any other category of liabilities that includes deposits by reference to which the interest
rate on Eurodollar Loans is determined) with respect to member banks of the Federal Reserve System,
whether or not any Lender has any Eurodollar liabilities subject to such reserve requirement at
that time. Eurodollar Loans shall be deemed to constitute Eurodollar liabilities and as such shall
be deemed subject to reserve requirements without benefits of credits for proration, exceptions or
offsets that may be available from time to time to a Lender. The Adjusted Eurodollar Rate shall be
adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve
Percentage.



     “Event of Default” means any of the events or circumstances described in Section 9.1.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, modified, succeeded or
replaced from time to time, and the rules and regulations promulgated thereunder.



     “Extension of Credit” means, as to any Lender, the making of a Loan by such Lender (or a
participation therein by a Lender).



     “Federal Funds Rate” means, for any day, the rate per annum (rounded upward, at the discretion
of the Administrative Agent, to the nearest 1/100th of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day and (b) if no such rate is so published on such next preceding Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on
such day on such transactions as determined by the Administrative Agent.



 - 11 - 









 





     “Fee Letter” means that certain letter agreement, dated as of September 26, 2007 between the
Administrative Agent and BRT, as amended, modified, supplemented or replaced from time to time.



     “Fitch” means Fitch Inc. or any successor or assignee of the business of such company in the
business of rating securities.



     “Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) Adjusted NOI for such
period to (b) the sum of Debt Payments for such period plus all dividends on preferred shares of
beneficial interest of BRT or preferred operating partnership units of BOP (not owned by BRT) for
such period plus any letter of credit fees for such period.



     “Funded Debt” means, without duplication, the sum of (a) all Indebtedness of the Combined
Parties for borrowed money, (b) all purchase money Indebtedness of the Combined Parties, (c) the
principal portion of all obligations of the Combined Parties under Capital Leases, (d) all
obligations, contingent or otherwise, relative to the face amount of all letters of credit (other
than letters of credit supporting trade payables in the ordinary course of business), whether or
not drawn, and banker’s acceptances issued for the account or upon the application of a Combined
Party (it being understood that, to the extent an undrawn letter of credit supports another
obligation constituting Indebtedness, in calculating aggregated Funded Debt only such other
obligation shall be included), (e) all Guaranty Obligations of the Combined Parties with respect to the indebtedness of another
Person of the types described in this definition, (f) all indebtedness of another Person of the
types described in this definition that is secured by a Lien on any property of the Combined
Parties whether or not such indebtedness has been assumed by a Combined Party, (g) the principal
balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet
loan or similar off-balance sheet financing product of a Combined Party where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP, (h) all obligations of the Combined Parties in respect of interest rate
protection agreements, foreign currency exchange agreements or other interest or exchange rate or
commodity price hedging agreements and (i) all take out loan commitments to the extent such take
out commitment is not supported by a financial commitment from a third party containing standard
terms and conditions; provided that Funded Debt shall not include intercompany items or trade
payables incurred in the ordinary course of business; and provided further that, for purposes of
calculating the Leverage Ratio, the Secured Debt Ratio, the Unsecured Debt limitation and the
Unencumbered Cash Flow Ratio, to the extent Funded Debt includes Indebtedness in respect of
Construction-in-Process, the amount of such Funded Debt shall be deemed to be the total
construction costs incurred for the Construction-in-Process as of such date. The calculation of
Funded Debt of the Combined Parties shall be subject to Section 1.4.



     “Funds From Operations”, when used with respect to any Person, shall have the meaning given to
such term in, and shall be calculated in accordance with, standards



 - 12 - 









 




promulgated by the National Association of Real Estate Investment Trusts in effect from time to time.




     “GAAP” means generally accepted accounting principles in the United States applied on a
consistent basis and subject to Section 1.3.



     “Governmental Authority” means any Federal, state, local or provincial court or governmental
agency, authority, instrumentality or regulatory body.



     “Guarantors” means any Persons who may from time to time execute a Guaranty, as required by
Section 7.12 or otherwise, together with their successors and assigns; in each case unless released
as a Guarantor pursuant to Section 8.5(b) or Section 11.19.



     “Guaranty” means the guaranty of payment provided by a Subsidiary of a Borrower in favor of
the Administrative Agent and the Lenders in the form of Exhibit 7.12.



     “Guaranty Obligations” means, with respect to any Person, without duplication, any obligations
(other than endorsements in the ordinary course of business of negotiable instruments for deposit
or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any
manner, whether direct or indirect, and including without limitation any obligation, whether or not
contingent, (a) to purchase any such Indebtedness or other obligation or any property constituting
security therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or
obligation or to maintain working capital, solvency or other balance sheet condition of such other
Person (including, without limitation, maintenance agreements, comfort letters, take or pay
arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder
of Indebtedness of such other Person, (c) to lease or purchase property, securities or services
primarily for the purpose of assuring the owner of such Indebtedness or (d) to otherwise assure or
hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. The
amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be
deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if
larger) of the Indebtedness in respect of which such Guaranty Obligation is made. It is understood
and agreed that for purposes of any “completion guaranty” provided by a Borrower or one of its
Subsidiaries, the amount of Indebtedness associated with such completion guaranty shall be none
unless such completion guaranty is enforced (or written notice of the intent to enforce such
completion guaranty has been received) at which time the Indebtedness associated with such
completion guaranty shall equal the remaining cost to complete the project plus ten percent until
such time as a certificate of occupancy is issued.



     “Hazardous Materials” means any substance, material or waste defined or regulated in or under
any Environmental Laws.



 - 13 - 









 





     “Incentive Stock Plan” means the BRT Amended and Restated 1997 Long-Term Incentive Plan, as
amended from time to time, and any other equity incentive plan hereafter established by BRT or one
of its Subsidiaries pursuant to which awards of equity interests in BRT or such Subsidiary may be
made to employees of BRT or one of its Subsidiaries.



     “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person
for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, or upon which interest payments are customarily made, (c) all obligations of
such Person under conditional sale or other title retention agreements relating to property
purchased by such Person to the extent of the value of such property (other than customary
reservations or retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations of such Person issued or assumed as the deferred purchase
price of property or services purchased by such Person which would appear as liabilities on a
balance sheet of such Person, (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or
payable out of the proceeds of production from, property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, (f) all Guaranty Obligations of such
Person, (g) the principal portion of all obligations of such Person under (i) Capital Leases and
(ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing product of such Person where such transaction is considered borrowed
money indebtedness for tax purposes but is classified as an operating lease in accordance with
GAAP, (h) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange
agreements, or other interest or exchange rate or commodity price hedging agreements, (i) the
maximum amount of all performance and standby letters of credit issued or bankers’ acceptances
facilities created for the account or upon the application of such Person and, without duplication,
all drafts drawn thereunder (to the extent unreimbursed), (j) all preferred stock issued by such
Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund
payments are due, by a fixed date; provided that Indebtedness shall not include preferred stock
which carries a defined term if its conversion or redemption occurs solely through the issuance of
additional equity or from the proceeds of an equity offering, (k) all obligations evidenced by take
out commitments, (l) the aggregate amount of uncollected accounts receivables of such Person
subject at such time to a sale of receivables (or similar transaction) regardless of whether such
transaction is effected without recourse to such Person or in a manner that would not be reflected
on the balance sheet of such Person in accordance with GAAP and (m) all obligations of such Person
to repurchase any securities which repurchase obligation is related to the issuance thereof,
including, without limitation, obligations commonly known as residual equity appreciation potential
shares or forward equity purchase contracts; provided, however, that Indebtedness shall not include
intercompany items or trade payables incurred in the ordinary course of business. Subject to
Section 1.4, the Indebtedness of any Person shall include the Indebtedness of any partnership or



 - 14 - 









 




unincorporated joint venture in which such Person is legally obligated or has a reasonable
expectation of being liable with respect thereto.




     “Indenture” means the Indenture, First Supplemental Indenture and Second Supplemental
Indenture dated as of October 22, 2004, May 25, 2005 and October 4, 2006, respectively, among BOP,
as Issuer, BRT, as Parent Guarantor, and The Bank of New York, as Trustee.



     “Interest Expense” means, for any period, with respect to the Combined Parties, all net
interest expense, whether paid or accrued (including that portion applicable to Capital Leases in
accordance with GAAP) plus capitalized interest.



     “Interest Payment Date” means (a) as to Base Rate Loans, the last Business Day of each month
and the Maturity Date, (b) as to any Eurodollar Loan having an Interest Period of three months or
less, the last day of such Interest Period and the Maturity Date, and (c) as to any Eurodollar Loan
having an Interest Period longer than three months, the day which is three months after the first
day of such Interest Period, the last day of such Interest Period, and the Maturity Date.



     “Interest Period” means, as to Eurodollar Loans, a period of one, two or three months’
duration as the Borrowers may elect, commencing on the date of the borrowing (including, as
applicable, continuations thereof and conversions thereto); provided, however, (a) if any Interest
Period would end on a day which is not a Business Day, such Interest Period shall be extended to
the next succeeding Business Day (except that where the next succeeding Business Day falls in the
next succeeding calendar month, then on the next preceding Business Day), (b) no Interest Period
shall extend beyond the Maturity Date, and (c) where an Interest Period begins on a day for which there is no numerically
corresponding day in the calendar month in which the Interest Period is to end, such Interest
Period shall end on the last Business Day of such calendar month.



     “Interest Rate Hedges” has the meaning set forth in Section 7.13.



     “Investment” in any Person means (a) the acquisition (whether for cash, property, services,
assumption of Indebtedness, securities or otherwise) of assets, shares of capital stock, bonds,
notes, debentures, partnership interests, membership interests, joint ventures or other ownership
interests or other securities of such other Person or (b) any deposit with, or advance, loan or
other extension of credit to, such Person (other than deposits made in connection with the purchase
of equipment or other assets in the ordinary course of business) or (c) any other capital
contribution to or investment in such Person, including, without limitation, any Guaranty
Obligation (including any support for a letter of credit issued on behalf of such Person) incurred
for the benefit of such Person.



 - 15 - 









 





     “Investment Grade Rating” means an Unsecured Senior Debt Rating of (a) BBB- or better from
S&P, (b) Baa3 or better from Moody’s or (c) BBB- or better from Fitch, as applicable.



     “Lender” means the Person serving as the Administrative Agent, any of the other financial
institutions party to this Credit Agreement, or any other Person which may provide an additional
Commitment and become a party to this Credit Agreement or becomes an assignee of any rights to a
Lender pursuant to Section 11.3, together with their successors and permitted assigns.



     “Leverage Ratio” means the ratio of (a) Funded Debt to (b) Total Asset Value.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security
interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind,
including, without limitation, any agreement to give any of the foregoing, any conditional sale or
other title retention agreement, and any lease in the nature thereof.



     “Loan” or “Loans” means a Loan made by a Lender pursuant to Section 2.1 or Section 2.7;
provided, that if any such loan or loans (or portions thereof) are combined or subdivided pursuant
to a Notice of Conversion/Continuation, the term “Loan” shall refer to the combined principal
amount resulting from such combination or to each of the separate principal amounts resulting from
such subdivision, as the case may be.



     “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations, condition (financial or otherwise) or prospects of BRT, BOP or the Borrowers and their
Subsidiaries taken as a whole, (b) the ability of a Borrower to perform its respective obligations
under this Credit Agreement or any of the other Credit Documents, (c) the ability of a Guarantor to
perform its respective obligations under any of the other Credit Documents, unless the Guarantor
subject to such material adverse effect could be immediately released as a Guarantor in compliance
with Section 8.5(b), or (d) the validity or enforceability of this Credit Agreement, any of the other Credit
Documents, or the rights and remedies of the Lenders hereunder or thereunder taken as a whole.



     “Material Subsidiary” means any Eligible Unencumbered Property Subsidiary and any Subsidiary
of a Borrower which is a Guarantor.



     “Maturity Date” means October 18, 2010 or, if such date is extended by the Borrowers pursuant
to Section 3.5(b), the date to which the Maturity Date is so extended.



     “Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business
of such company in the business of rating securities.



 - 16 - 









 





     “Multiemployer Plan” means a Plan which is a multiemployer plan as defined in Section 3(37) or
Section 4001(a)(3) of ERISA.



     “Multiple Employer Plan” means a Plan (other than a Multiemployer Plan) in which a Borrower, a
Subsidiary of a Borrower or any ERISA Affiliate and at least one employer other than a Borrower, a
Subsidiary of a Borrower or any ERISA Affiliate are contributing sponsors.



     “Net Cash Proceeds” means, with respect to an Equity Issuance, the gross cash proceeds
received from such Equity Issuance minus actual transaction costs and discounts of issuance payable
to third parties in connection therewith.



     “Net Income” means, for any period, the net income for such period of the Combined Parties, as
determined in accordance with GAAP.



     “Net Worth” means, as of any date, the net worth of the Borrowers and their Subsidiaries on a
consolidated basis, as determined in accordance with GAAP.



     “NOI” means, for any period, an amount equal to (a) Net Income for such period (excluding the
effect of any extraordinary or other non-recurring gains or losses or other non-cash losses outside
the ordinary course of business) plus (b) an amount which in the determination of Net Income for
such period has been deducted for (i) proceeds to minority interests, (ii) income taxes, (iii)
depreciation and amortization, (iv) Interest Expense and (v) actual property management expense,
less (c) 3% of the total real estate revenue of the Combined Parties as an assumed property
management expense.



     “Non-Excluded Taxes” has the meaning set forth in Section 3.13.



     “Non-Recourse Indebtedness” means any Indebtedness: (a) under the terms of which the payee’s
remedies upon the occurrence of an event of default are limited to specific, identified assets of
the payor which secure such Indebtedness and (b) for the repayment of which neither a Borrower nor
any Subsidiary of a Borrower (other than a special purpose Subsidiary of a Borrower which owns such
assets) has any personal liability beyond the loss of such specified assets, except for liability
for fraud, material misrepresentation or misuse or misapplication of insurance proceeds, condemnation awards,
existence of hazardous wastes or other customary exceptions to non-recourse provisions.



     “Note” or “Notes” means the promissory notes of the Borrowers in favor of each of the Lenders
evidencing the Loans provided pursuant to Section 2.1 or Section 2.7, individually or collectively,
as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed
or replaced from time to time and in the form of Exhibit 2.1(h).



 - 17 - 









 





     “Notice of Borrowing” means the request by the Borrowers for a Loan, in the form of Exhibit
2.1(c).



     “Notice of Continuation/Conversion” means a request by the Borrowers to continue an existing
Eurodollar Loan to a new Interest Period or to convert a Eurodollar Loan to a Base Rate Loan or to
convert a Base Rate Loan to a Eurodollar Loan, in the form of Exhibit 2.1(f).



     “Obligations” means, without duplication, all of the obligations, liabilities and indebtedness
of the Credit Parties to the Lenders and the Administrative Agent, whenever arising, under this
Credit Agreement, the Notes or any of the other Credit Documents to which a Credit Party is a
party, including without limitation the outstanding principal amount of the Loans.



     “Participation Interest” means the Extension of Credit by a Lender by way of a purchase of a
participation in any Loans as provided in Section 3.8.



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
Title IV of ERISA and any successor thereto.



     “Permitted Liens” means (a) Liens securing Obligations, (b) Liens for taxes not yet due or
Liens for taxes being contested in good faith by appropriate proceedings for which adequate
reserves determined in accordance with GAAP have been established (and as to which the property
subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof), (c)
Liens in respect of property imposed by law arising in the ordinary course of business such as
materialmens’, mechanics’, warehousemens’, carriers’, landlords’ and other nonconsensual statutory
Liens which are not yet due and payable or which are being contested in good faith by appropriate
proceedings for which adequate reserves determined in accordance with GAAP have been established
(and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or
loss on account thereof); (d) Liens arising from good faith deposits in connection with or to
secure performance of tenders, bids, leases, government contracts, performance and return-of-money
bonds and other similar obligations incurred in the ordinary course of business (other than
obligations in respect of the payment of borrowed money), (e) Liens arising from good faith
deposits in connection with or to secure performance of statutory obligations and surety and appeal
bonds, (f) easements, rights-of-way, restrictions (including zoning restrictions), matters of plat,
minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the
encumbered property for its intended purposes, (g) judgment Liens that would not constitute an
Event of Default, (h) Liens arising by virtue of any statutory or common law provision relating to
bankers’ liens, rights of setoff or similar rights as to deposit accounts or other funds maintained
with a creditor depository institution, (i) Liens in connection with Indebtedness permitted by
Section 8.1(c); provided that if such Lien is created with respect to an Unencumbered Property, the
Borrowers shall give the Administrative Agent



 - 18 - 









 




written notice of the creation of such Lien in
accordance with Section 7.15(b) (if applicable), and (j) Liens existing on the date hereof and
identified on Schedule 8.2; provided that no such Lien shall extend to any property other
than the property subject thereto on the Closing Date.




     “Person” means any individual, partnership, joint venture, firm, corporation, limited
liability company, association, trust or other enterprise (whether or not incorporated), or any
Governmental Authority.



     “Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered
by ERISA and with respect to which a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate
is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to
be) an “employer” within the meaning of Section 3(5) of ERISA.



     “Prentiss” means Prentiss Properties Trust, a Maryland real estate investment trust.



     “Pricing Level” means, based upon the Unsecured Senior Debt Rating of the Borrowers, the
corresponding category (I, II, III, or IV) within the Applicable Percentage table.



     “Prime Rate” means the per annum rate of interest announced publicly from time to time by the
Person that is the Administrative Agent at its principal offices (or such other principal office of
such Person as communicated in writing to the Borrowers and the Lenders) as its Prime Rate. Any
change in the interest rate resulting from a change in the Prime Rate shall become effective at the
opening of business on the day specified in the public announcement of such change. The Prime Rate
is a rate set by the Person that is the Administrative Agent based upon various factors including
such Person’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above or below such announced
rate.



     “Private Placement Notes” means the $113,000,000 4.34% Notes issued pursuant to that certain
Note Purchase Agreement dated as of November 14, 2004, as may be amended, restated or otherwise
modified from time to time.



     “Pro Forma Basis” means with respect to (a) the sale of a Property or the sale of an equity
interest in a Credit Party or Eligible Unencumbered Property Subsidiary, (b) the creation of a Lien
on a Property or (c) the acquisition of or Investment in a Property or other asset that is subject to Section 7.15, that such sale, creation of Lien, acquisition or
Investment shall be deemed to have occurred as of the first day of the four fiscal quarter period
ending as of the last day of the most recent fiscal quarter for which the Lenders have received the
financial information required by Section 7.1(b).



 - 19 - 









 





     “Properties” means all real properties owned or ground-leased by the Borrowers and their
Subsidiaries whether directly or through a joint venture investment.



     “Property Value” means Annualized Modified Adjusted NOI divided by the Capitalization Rate;
provided that (a) for any Property owned by a Borrower or a Subsidiary of a Borrower for fewer than
twelve (12) months (other than the Acquisition Properties), the Property Value of such Property
shall instead be its value at cost in accordance with GAAP and (b) from the Closing Date through
June 30, 2008, each of the Acquisition Properties shall be valued at its cost to such Borrower or
Subsidiary in accordance with GAAP.



     “Recourse Indebtedness” means any Indebtedness other than Non-Recourse Indebtedness.



     “Regulation D, O, T, U, or X” means Regulation D, O, T, U or X, respectively, of the Board of
Governors of the Federal Reserve System (or any successor body) as from time to time in effect and
any successor to all or a portion thereof.



     “REIT” means a real estate investment trust as defined in Sections 856-860 of the Code.



     “REIT Subsidiary” means a Subsidiary of the Borrowers that is a REIT.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than
those events as to which the notice requirement has been waived by regulation.



     “Required Lenders” means, as of any date, the Lenders whose aggregate Commitments constitute
at least fifty-one percent (51%) of the aggregate Commitments of all Lenders, provided that on and
after the date that Commitments have expired or terminated pursuant to Section 2.1 or Section 9.2,
Required Lenders shall mean the Lenders whose aggregate Credit Exposures constitute at least
fifty-one percent (51%) of the aggregate Credit Exposures of all Lenders, and provided that the
Commitments (or the Credit Exposures) of any Defaulting Lenders shall be disregarded when
determining the Required Lenders.



     “Requirement of Law” means, as to any Person, the articles or certificate of incorporation and
by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or final, non-appealable determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or to which any of its material
property is subject.



     “Revolving Credit Agreement” means the Amended and Restated Revolving Credit Agreement dated
as of June 29, 2007 among the Borrowers, JPMorgan Chase




 - 20 - 











 




Bank, N.A., as Administrative Agent, and the lenders party thereto, as the same may be
amended, modified or restated from time to time.




          “S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor
or assignee of the business of such division in the business of rating securities.




          “Secured Debt” means all Funded Debt of the Combined Parties that is subject to a Lien in
favor of the creditor holding such Funded Debt; provided that any Funded Debt owed to the Lenders
hereunder shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the
Lenders.




          “Secured Debt Ratio” means the ratio of (a) Secured Debt to (b) Property Value plus, to the
extent Secured Debt includes Funded Debt on Construction-in-Process, total construction costs
incurred as of such date with respect to such Construction-in-Process.




          “Significant Subsidiary” means any Eligible Unencumbered Property Subsidiary, any Subsidiary
of the Borrowers which is a Guarantor, and any other Subsidiary of the Borrowers which contributes
at least $25,000,000 to Total Asset Value.




          “Single Employer Plan” means any Plan which is covered by Title IV of ERISA, but which is not
a Multiemployer Plan or a Multiple Employer Plan.




          “Solvent” means, with respect to any Person as of a particular date, that on such date (a)
such Person is able to pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, (b) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay
as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a
business or a transaction, and is not about to engage in a business or a transaction, for which
such Person’s assets would constitute unreasonably small capital after giving due consideration to
the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the
fair value of the assets of such Person is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person and (e) the present fair saleable value
of the assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured. In computing the amount
of contingent liabilities at any time, it is intended that such liabilities will be computed at the
amount which, in light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.




          “Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any
class or classes having by the terms thereof ordinary voting power to elect a majority of the
directors of such corporation (irrespective of whether or not at the




-21-









 







time, any class or classes of stock of such corporation shall have or might have voting power
by reason of the lapse of time or the happening of any contingency) is at the time owned by such
Person directly or indirectly through Subsidiaries, and (b) any partnership, association, joint
venture, limited liability company, trust or other entity in which such Person directly or
indirectly through Subsidiaries has more than a 50% equity interest or 50% Capital Percentage at
any time.




          “Termination Event” means (a) with respect to any Single Employer Plan, the occurrence of a
Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e)
of ERISA); (b) the withdrawal of any Borrower or any of its Subsidiaries or any ERISA Affiliate
from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such
term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
(c) the distribution of a notice of intent to terminate or the actual termination of a Plan
pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to terminate
or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (e) any event or
condition which might reasonably constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Plan; or (f) the complete or partial
withdrawal of any Borrower or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer
Plan.




          “Total Asset Value” means the sum, without duplication, of (i) Property Value plus (ii) all
unrestricted cash of the Combined Parties plus (iii) all Cash Equivalents of the Combined Parties
plus (iv) all unrestricted tenant security deposits held by the Combined Parties plus (v) the
aggregate of all amounts of the Combined Parties incurred and paid with respect to
Construction-in-Process and Eligible Land, which credit will be limited to 20% of Total Asset Value
in the aggregate and 15% of Total Asset Value for any single project or parcel, plus (vi) all notes
receivable of the Combined Parties valued at the lower of cost or market in accordance with GAAP
and which are not more than 30 days past due or otherwise in default, which credit will be limited
to 5% of Total Asset Value, plus (vii) all investments in (based on the actual cash investment in),
directly or indirectly, unconsolidated entities and joint ventures holding real estate assets,
which credit will be limited to 5.0% of Total Asset Value, plus (viii) Eligible Cash 1031 Proceeds,
plus (ix) the product of 5 multiplied by Net Income attributable to third-party property management
agreements for the most recent period of four (4) consecutive fiscal quarters, to the extent that
payments thereunder are not more than 30 days past due or otherwise in default, which credit will
be limited to 5% of Total Asset Value; provided that the value (determined as set forth above) of
all of investments in joint ventures (whether or not Subsidiaries) will be limited to 15% of Total
Asset Value in the aggregate.




          “Unencumbered Cash Flow Ratio” means the ratio of (a) Annualized Modified Adjusted NOI with
respect to Unencumbered Properties to (b) Interest Expense on Unsecured Debt for the twelve (12)
month period ending on the date of determination.




-22-









 








          “Unencumbered Construction-in-Process” means all Construction-in-Process that is (i)
wholly-owned by a Credit Party or an Eligible Subsidiary that is a Wholly-Owned Subsidiary of the
Borrowers, (ii) not subject to a Lien or negative pledge other than (a) nonconsensual Permitted
Liens and (b) Liens in favor of the Lenders to secure the Obligations, and (iii) not subject to a
significant environmental release, Environmental Claim or other violation of Environmental Laws.




          “Unencumbered Construction-in-Process and Eligible Land Value” means the sum of Unencumbered
Construction-in-Process and Unencumbered Eligible Land, in each case valued at the lower of cost or
market.




          “Unencumbered Eligible Land” means all Eligible Land that is (i) wholly-owned or leased under
an Eligible Ground Lease by a Credit Party or an Eligible Subsidiary that is a Wholly-Owned
Subsidiary of the Borrowers, (ii) not subject to a Lien or negative pledge other than (a)
nonconsensual Permitted Liens and the terms of any applicable Eligible Ground Lease and (b) Liens
in favor of the Lenders to secure the Obligations, and (iii) not subject to a significant
environmental release, Environmental Claim or other violation of Environmental Laws.




          “Unencumbered Properties” means all Properties that are (i) wholly-owned or leased under an
Eligible Ground Lease by a Credit Party or an Eligible Subsidiary that is a Wholly-Owned Subsidiary
of the Borrowers, (ii) not subject to a Lien or negative pledge other than (a) nonconsensual
Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, (iii) improved
with a building that has received a certificate of occupancy, and (iv) not subject to a significant
environmental release, Environmental Claim or other violation of Environmental Laws.




          “Unencumbered Property Value” means the sum of aggregate Property Value with respect to all
Unencumbered Properties.




          “Unencumbered Value” means the sum, without duplication, of (i) Unencumbered Property Value,
plus (ii) Unencumbered Construction-in-Process and Eligible Land Value, plus (iii) the aggregate
amount of unrestricted cash or Cash Equivalents of the Combined Parties, plus (iv) Eligible Cash
1031 Proceeds, to the extent not subject to a Lien, plus (v) all notes receivable of the Combined
Parties valued at the lower of cost or market in accordance with GAAP and which are not more than
30 days past due or otherwise in default, to the extent not subject to a Lien, which credit will be
limited to 5% of Unencumbered Value; provided that (x) no Property shall account for more than 15%
of Unencumbered Value and (y) Unencumbered Construction-in-Process and Eligible Land Value shall
not account for more than 15% of Unencumbered Value.




          “Unsecured Debt” means the sum of all Funded Debt of the Combined Parties that was incurred,
and continues to be outstanding, without granting a Lien to the creditor holding such Funded Debt;
provided that all Funded Debt of the Combined Parties owing




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to the Lenders under this Credit Agreement and the Revolving Credit Agreement shall be
considered to be Unsecured Debt even if a Lien has been granted in favor of the Lenders or the
lenders party to the Revolving Credit Agreement, as the case may be.




          “Unsecured Senior Debt Rating” means either (a) if BRT or BOP has issued unsecured, senior,
long term, non-credit enhanced debt, the debt rating provided by S&P, Moody’s or Fitch with respect
to such unsecured, senior, long term, non-credit enhanced debt, or (b) if BRT or BOP has not issued
unsecured, senior, long term, non-credit enhanced debt, the issuer rating for BRT or BOP provided
by Moody’s or Fitch or the corporate credit rating for BRT or BOP provided by S&P.




          “Wholly-Owned Subsidiary of the Borrowers” means a Subsidiary of a Borrower in which the
Borrowers directly or indirectly own 100% of the equity interests (excluding those equity interests
that are owned by other Persons in order to permit such Subsidiary to qualify as a REIT, so long as
the Borrowers directly or indirectly own at least 99% of the equity interests in such Subsidiary
and control decisions regarding the sale and financing of all Properties owned by such Subsidiary).




          1.2 Computation of Time Periods and Other Definition Provisions.




          For purposes of computation of periods of time hereunder, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding.” References in this Credit
Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections,
Schedules or Exhibits of or to this Credit Agreement unless otherwise specifically provided.
References in this Credit Agreement to “during the term of this Credit Agreement” shall mean the
period from the Effective Date to the earlier of the Maturity Date or the acceleration of the Loans
pursuant to Section 9.2.




          1.3 Accounting Terms.




          Except as otherwise expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to financial matters
required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP
applied on a consistent basis, and excluding the effects of consolidation of investments in
non-wholly owned subsidiaries under Interpretation No. 46 of the Financial Accounting Standards
Board. All financial statements delivered to the Lenders hereunder shall be accompanied by a
statement from the Borrowers that GAAP has not changed since the most recent financial statements
delivered by the Borrowers to the Lenders or, if GAAP has changed, describing such changes in
detail and explaining how such changes affect the financial statements. All calculations made for
the purposes of determining compliance with this Credit Agreement shall (except as otherwise
expressly provided herein) be made by application of GAAP applied on a basis consistent with the
most recent annual or quarterly financial statements delivered




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pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant
to Section 7.1, consistent with the financial statements described in Section 5.1(k)); provided,
however, if (a) the Borrowers shall object to determining such compliance on such basis at the time
of delivery of such financial statements due to any change in GAAP or the rules promulgated with
respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing
within 60 days after delivery of such financial statements (or after the Lenders have been informed
of the change in GAAP affecting such financial statements, if later), then such calculations shall
be made on a basis consistent with the most recent financial statements delivered by the Borrowers
to the Lenders as to which no such objection shall have been made.




          1.4 Joint Venture Investments.




          For purposes of calculating the financial covenants in Section 7.2 (including the definitions
used therein), (a) NOI, Adjusted NOI, Annualized Modified Adjusted NOI, Property Value and Interest
Expense shall be calculated, to the extent applicable, to include the pro-rata share (as determined
by their respective percentage interests in the profits and losses of such joint venture) of
results attributable to the Borrowers and their Subsidiaries from joint ventures and (b)
Indebtedness and Funded Debt shall be calculated as follows: (i) if the Indebtedness of a joint
venture is recourse to such Borrower (or Subsidiary), then the amount of such Indebtedness or
Funded Debt that is recourse to such Borrower (or Subsidiary), without duplication, and (ii) if the
Indebtedness of such joint venture is not recourse to such Borrower (or Subsidiary), then such
Borrower’s (or Subsidiary’s) pro-rata share of such Indebtedness or Funded Debt as determined by
its percentage interest in the profits and losses of such joint venture. For purposes of this
Section 1.4, Indebtedness of a joint venture that is recourse to a Borrower or one of its
Subsidiaries solely as a result of such Borrower (or Subsidiary) being a partner or member in such
joint venture shall be treated as not recourse to such Borrower (or Subsidiary) as long as the only
assets owned by such Borrower (or Subsidiary) are its equity interest in such joint venture and any
contributed capital held to fund such equity interest.




SECTION 2.




CREDIT FACILITY





2.1 Loans.




          (a) Term Loan Commitment. Subject to the terms and conditions set forth in
this Credit Agreement, each Lender hereby severally and not jointly agrees to make a term
loan in a single draw in Dollars (the “Loan” and collectively, the “Loans”) to the
Borrowers on the Effective Date, in an amount equal to such Lender’s Commitment Percentage
of the principal amount requested by the Borrowers. The Loans may be subdivided into
different tranches, but the



-25-









 






aggregate amount of the Loans to be made hereunder shall not exceed the Committed
Amount. The Loans shall be made by the Lenders simultaneously and proportionately to their
then respective Commitment Percentages, it being understood that no Lender shall be
responsible for any failure by any other Lender to perform its obligation to make a Loan
hereunder nor shall the Loans of any Lender be increased or decreased as a result of any
such failure. The Commitments shall expire on the earlier of (i) the date on which the
Loans are made and (ii) November 30, 2007.




          (b) [Reserved].




          (c) Method of Borrowing for Loans. By no later than 11:00 a.m. (i) one
Business Day prior to the date of the requested borrowing of Base Rate Loans or (ii) three
Business Days prior to the date of the requested borrowing of Eurodollar Loans, the
Borrowers shall submit an irrevocable written Notice of Borrowing in the form of Exhibit
2.1(c) to the Administrative Agent setting forth (A) the amount requested, (B) whether such
Loans shall be Base Rate Loans or Eurodollar Loans, (C) with respect to Eurodollar Loans,
the Interest Period applicable thereto, (D) the purpose of the proceeds of the requested
Loans, (E) a certification that the Borrowers have complied in all respects with Section
5.1 and Section 5.2 and (F) the date of borrowing.




          (d) Funding of Loans. Upon receipt of the Notice of Borrowing, the
Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender
shall make its Commitment Percentage of the requested Loans available to the Administrative
Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars,
of immediately available funds to the Administrative Agent at its principal office in New
York City, New York or at such other address as the Administrative Agent may designate in
writing. The amount of the requested Loans will then be made available to the Borrowers by
the Administrative Agent by crediting the account of the Borrowers on the books of such
office of the Administrative Agent, to the extent the amount of such requested Loans are
made available to the Administrative Agent.




          No Lender shall be responsible for the failure or delay by any other Lender in its
obligation to make Loans hereunder; provided, however, that the failure of any Lender to
fulfill its obligations hereunder shall not relieve any other Lender of its obligations
hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to
the date of any Loan that such Lender does not intend to make available to the
Administrative Agent its portion of the Loans to be made on such date, the Administrative
Agent may assume that such Lender has made such amount available to the Administrative
Agent on the date of such Loans, and the Administrative Agent in reliance upon such
assumption, may (in its sole discretion but without any obligation to do so) make available
to the



-26-









 






Borrowers a corresponding amount. If such corresponding amount is not in fact made
available to the Administrative Agent, the Administrative Agent shall be able to recover
such corresponding amount from such Lender. If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent
will promptly notify the Borrowers, and the Borrowers shall immediately pay such
corresponding amount to the Administrative Agent. The Administrative Agent shall also be
entitled to recover from such Lender or the Borrowers, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding amount was
made available by the Administrative Agent to the Borrowers to the date such corresponding
amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the
Borrowers at the applicable rate for such Loan pursuant to the Notice of Borrowing and (ii)
from such Lender at the Federal Funds Rate.




          (e) Reduction or Termination of Committed Amount. Upon at least three Business
Days’ notice to the Administrative Agent, the Borrowers shall have the right to permanently
terminate or reduce the aggregate amount of the Committed Amount at any time prior to the
date of borrowing of the Loans; provided that each partial reduction shall be in an
aggregate amount at least equal to $5,000,000 and in integral multiples of $1,000,000 above
such amount. Any reduction in (or termination of) the Committed Amount shall be permanent
and may not be reinstated. The Administrative Agent shall immediately notify the Lenders of
any reduction in the Committed Amount and each Lender’s Commitment shall be reduced pro
rata in accordance with each Lender’s Commitment Percentage.




          (f) Continuations and Conversions. The Borrowers shall have the option with
respect to any Loan, on any Business Day, to continue existing Eurodollar Loans for a
subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans, or to convert
Eurodollar Loans into Base Rate Loans; provided, however, that (i) each such continuation
or conversion must be requested by the Borrowers pursuant to a written Notice of
Continuation/Conversion, in the form of Exhibit 2.1(f), in compliance with the terms set
forth below, (ii) except as provided in Section 3.11, Eurodollar Loans may only be
continued or converted on the last day of the Interest Period applicable thereto, (iii)
Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar
Loans during the existence and continuation of a Default or Event of Default and (iv) any
request to continue a Eurodollar Loan that fails to comply with the terms hereof or any
failure to request a continuation of a Eurodollar Loan at the end of an Interest Period
shall result in a conversion of such Eurodollar Loan to a Base Rate Loan on the last day of
the applicable Interest Period. Each continuation or conversion must be requested by the
Borrowers no later than 11:00 a.m. (A) one Business Day prior



-27-









 






to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B)
three Business Days prior to the date for a requested continuation of a Eurodollar Loan or
conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written
Notice of Continuation/Conversion submitted to the Administrative Agent (which shall
promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish
to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan
or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.




          (g) Minimum Amounts/Restrictions on Loans. Each request for a borrowing,
conversion or continuation of a Loan shall be subject to the requirements that (i) each
Eurodollar Loan shall be in a minimum amount of $1,000,000 and in integral multiples of
$100,000 in excess thereof, (ii) each Base Rate Loan shall be in a minimum amount of
$500,000, and (iii) no more than eight Eurodollar Loans shall be outstanding at any one
time. For the purposes of this Section 2.1(g), all Eurodollar Loans with the same Interest
Periods beginning on the same date shall be considered as one Eurodollar Loan, but
Eurodollar Loans with different Interest Periods, even if they begin or end on the same
date, shall be considered as separate Eurodollar Loans.




          (h) Notes. The Loans made by each Lender shall be evidenced by a duly executed
promissory note of the Borrowers to each Lender in substantially the form of Exhibit
2.1(h).




2.2 [Reserved].




2.3 [Reserved].




2.4 Joint and Several Liability of the Borrowers.




          (a) Each of the Borrowers is accepting joint and several liability hereunder in
consideration of the financial accommodation to be provided by the Lenders under this
Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers
and in consideration of the undertakings of each of the Borrowers to accept joint and
several liability for the obligations of each of them.




          (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several liability with
the other Borrower with respect to the payment and performance of all of the Obligations
arising under this Credit Agreement and the other Credit Documents, it being the intention
of the parties hereto that all the Obligations shall be the joint and several obligations
of each of the Borrowers without preferences or distinction among them.



-28-









 






          (c) If and to the extent that either of the Borrowers shall fail to make any payment
with respect to any of the Obligations as and when due or to perform any of the Obligations
in accordance with the terms thereof, then in each such event, the other Borrower will make
such payment with respect to, or perform, such Obligation. Each Borrower further agrees
that it shall have no right of subrogation, indemnity, reimbursement or contribution
against the other Borrower for amounts so paid under this Credit Agreement until such time
as the Lenders have been paid in full and all Commitments under this Credit Agreement have
been terminated.




          (d) The obligations of each Borrower under the provisions of this Section 2.4
constitute full recourse obligations of such Borrower, enforceable against it to the full
extent of its properties and assets.




          (e) Except as otherwise expressly provided herein, to the extent permitted by law,
each Borrower hereby waives notice of acceptance of its joint and several liability and of
all extensions of credit to the Borrowers by the Lenders, notice of occurrence of any
Default or Event of Default (except to the extent notice is expressly required to be given
pursuant to the terms of this Credit Agreement), or of any presentment or demand for any
payment under this Credit Agreement, notice of any action at any time taken or omitted by
the Administrative Agent or the Lenders under or in respect of any of the obligations
hereunder, any requirement of diligence and, generally, all demands, notices and other
formalities of every kind in connection with this Credit Agreement and the benefit of any
laws that exonerate or limit the liability of co-borrowers or sureties and any defenses
provided by those laws. Each Borrower hereby assents to, and waives notice of, any
extension or postponement of the time for the payment of any of the Obligations, the
acceptance of any partial payment thereon, any waiver, consent or other action or
acquiescence by the Administrative Agent or the Lenders at any time or times in respect of
any default by either Borrower in the performance or satisfaction of any term, covenant,
condition or provision of this Credit Agreement, any and all other indulgences whatsoever
by the Administrative Agent or the Lenders in respect of any of the obligations hereunder,
and the taking, addition, substitution or release, in whole or in part, at any time or
times, of any security for any of such obligations or the addition, substitution or
release, in whole or in part, of either Borrower. Without limiting the generality of the
foregoing, each Borrower assents to any other action or delay in acting or any failure to
act on the part of the Administrative Agent or the Lenders, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any remedy or to comply
fully with applicable laws or regulations thereunder which might, but for the provisions of
this Section 2.4, afford grounds for terminating, discharging or relieving such Borrower,
in whole or in part, from any of its obligations under this Section 2.4, it being the
intention of each Borrower that, so long as any of the Obligations hereunder remain



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unsatisfied, the obligations of such Borrower under this Section 2.4 shall not be
discharged except by performance and then only to the extent of such performance. The
obligations of each Borrower under this Section 2.4 shall not be diminished or rendered
unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction
or similar proceeding with respect to either Borrower or a Lender. The joint and several
liability of the Borrowers hereunder shall continue in full force and effect
notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the
name, membership, constitution or place of formation of either Borrower or any of the
Lenders.




          (f) The provisions of this Section 2.4 are made for the benefit of the Lenders and
their successors and assigns, and may be enforced by them from time to time against either
of the Borrowers as often as occasion therefor may arise and without requirement on the
part of the Lenders first to marshal any of its claims or to exercise any of its rights
against the other Borrower or to exhaust any remedies available to it against the other
Borrower or to resort to any other source or means of obtaining payment of any of the
Obligations hereunder or to elect any other remedy. The provisions of this Section 2.4
shall remain in effect until all the Obligations shall have been paid in full or otherwise
fully satisfied. If at any time, any payment, or any part thereof, made in respect of any
of the Obligations is rescinded or must otherwise be restored or returned by the Lenders
upon the insolvency, bankruptcy or reorganization of either of the Borrowers, or otherwise,
the provisions of this Section 2.4 will forthwith be reinstated and in effect as though
such payment had not been made.




          (g) Notwithstanding any provision to the contrary contained herein or in any of the
other Credit Documents, to the extent the obligations of either Borrower shall be
adjudicated to be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent conveyances or
transfers) then the obligations of such Borrower hereunder shall be limited to the maximum
amount that is permissible under applicable law (whether federal or state and including,
without limitation, the Bankruptcy Code).



          2.5 Appointment of BOP.



          BRT hereby appoints BOP to act as its agent for all purposes under this Credit Agreement
(including, without limitation, with respect to all matters related to the borrowing and repayment
of Loans) and agrees that (i) BOP may execute such documents on behalf of BRT as BOP deems
appropriate in its sole discretion and BRT shall be obligated by all of the terms of any such
document executed on its behalf, (ii) any notice or communication delivered by the Administrative
Agent or the Lender to BOP shall be deemed delivered to BRT and (iii) the Administrative Agent or
the Lenders



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may accept, and be permitted to rely on, any document, instrument or agreement executed by BOP
on behalf of BRT.




          2.6 Non-Recourse.




          Notwithstanding anything herein to the contrary, no recourse shall be had against any past,
present or future shareholder, officer, director or trustee of BRT for any obligation of the Credit
Parties under the Credit Documents, or for any claim based thereon or otherwise in respect thereof;
provided, however, that this Section 2.6 shall not restrict or limit any claim against any such
Person arising out of or occurring with respect to fraud or any intentional misrepresentation or
any act or omission that is willful or wanton or constitutes gross negligence or willful
misconduct.





2.7 Incremental Commitments.




          (a) The Borrowers may, by written notice to the Administrative Agent on one occasion
during the period from the Closing Date to December 31, 2007, request incremental
Commitments in an amount not to exceed the aggregate amount of $50,000,000 (the
“Incremental Limit”) from one or more additional Lenders (which may include any
existing Lender) willing to provide such incremental Loans in their own discretion;
provided, that each incremental Lender shall be subject to the approval of the
Administrative Agent (which approval shall not be unreasonably withheld) unless such
incremental Lender is a Lender or an Affiliate of a Lender. Such notice shall set forth
(i) the amount of the incremental Commitments being requested, and (ii) the date on which
such incremental Commitments are requested to become effective (the “Increased Amount
Date”).




          (b) The Borrower and each incremental Lender shall execute and deliver to the
Administrative Agent such documentation as the Administrative Agent shall reasonably
specify to evidence the incremental Commitment of such incremental Lender. Each of the
parties hereto hereby agrees that, upon the effectiveness of any such documentation, this
Agreement shall be amended to the extent (but only to the extent) necessary to reflect the
existence and terms of the incremental Commitments and incremental Loans evidenced thereby
(including adjusting the Commitment Percentages), and new Notes shall be issued and the
Borrower shall make such borrowings without the consent of the Lenders other than those
Lenders with incremental Commitments. The fees payable by the Borrower upon any such
incremental Commitments shall be agreed upon by the Administrative Agent, the Lenders with
incremental Commitments and the Borrower at the time of such increase.




          Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to
constitute an agreement by any Lender to increase its Commitments hereunder.



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          (c) Notwithstanding the foregoing, no incremental Commitment shall become effective
under this Section 2.7 unless (i) on the date of such effectiveness, the conditions set
forth in Section 5.2 shall be satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by a financial officer of BRT, (ii)
the Administrative Agent shall have received customary legal opinions, board resolutions
and other customary closing certificates and documentation as required by the relevant
amendment or other documentation and, to the extent required by the Administrative Agent,
consistent with those delivered on the Effective Date under Section 5.1 and such additional
customary documents and filings as the Administrative Agent may reasonably require, and
(iii) the Borrowers shall be in pro forma compliance with the covenants set forth in
Section 7.2 after giving effect to such incremental Commitments, the Loans to be made
thereunder and the application of the proceeds therefrom as if made and applied on such
date.




          (d) Each of the parties hereto hereby agrees that the Administrative Agent may take
any and all action as may be reasonably necessary to ensure that all incremental Loans,
when originally made, are included in each borrowing of outstanding Loans on a pro rata
basis.



SECTION 3.




GENERAL PROVISIONS APPLICABLE TO LOANS





3.1 Interest.




          (a) Interest Rate. Subject to Section 3.1(b), all Base Rate Loans shall accrue
interest at the Base Rate. Subject to Section 3.1(b), all Eurodollar Loans shall accrue
interest at the Adjusted Eurodollar Rate.




          (b) Default Rate of Interest. Upon the occurrence, and during the continuance,
of an Event of Default, the principal of and, to the extent permitted by law, interest on
the Loans and any other amounts owing hereunder or under the other Credit Documents
(including without limitation fees and expenses) shall bear interest, payable on demand, at
a per annum rate equal to four percent (4%) plus the rate which would otherwise be
applicable (or if no rate is applicable, then the rate for Base Rate Loans plus four
percent (4%) per annum); provided that unless the Loans have been accelerated, interest,
including the default rate of interest, shall only be due and payable on the Interest
Payment Dates.




          (c) Interest Payments. Interest on Loans shall be due and payable in arrears
on each Interest Payment Date. If an Interest Payment Date falls on a date which is not a
Business Day, such Interest Payment Date shall be deemed to be the succeeding Business Day,
except that in the case of Eurodollar Loans where



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the succeeding Business Day falls in the succeeding calendar month, such Interest
Payment Date shall be the preceding Business Day.




3.2 Place and Manner of Payments.



          All payments of principal, interest, fees, expenses and other amounts to be made by a Borrower
under this Credit Agreement shall be made by such Borrower unconditionally and without deduction
for any counterclaim, defense, recoupment or setoff and received not later than 2:00 p.m. on the
date when due, in Dollars and in immediately available funds, to the Administrative Agent at its
offices in Philadelphia, Pennsylvania. Payments received after such time shall be deemed to have
been received on the next Business Day. The Borrowers shall, at the time they make any payment
under this Credit Agreement, specify to the Administrative Agent the Loans, fees or other amounts
payable by the Borrowers hereunder to which such payment is to be applied (and in the event that
they fail to specify, or if such application would be inconsistent with the terms hereof, the
Administrative Agent shall, subject to Section 3.7, distribute such payment to the Lenders in such
manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute
any such payment to the Lenders on the day received if such payment is received prior to 2:00 p.m.;
otherwise the Administrative Agent will distribute such payment to the Lenders on the next
succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which
is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day
(subject to accrual of interest and fees for the period of such extension), except that in the case
of Eurodollar Loans, if the extension would cause the payment to be made in the next following
calendar month, then such payment shall instead be made on the next preceding Business Day.




3.3 Prepayments.




          (a) Voluntary Prepayments. The Borrowers shall have the right to prepay the
Loans, in whole or in part from time to time without premium or penalty; provided, however,
that (i) Eurodollar Loans may only be prepaid on three Business Days’ prior written notice
to the Administrative Agent and any prepayment of Eurodollar Loans will be subject to
Section 3.14, (ii) (x) in the case of Eurodollar Loans, each such partial prepayment shall
be in the minimum principal amount of $1,000,000 and integral multiples of $100,000 in
excess thereof, or (y) in the case of Base Rate Loans, each such partial prepayment shall
be in the minimum principal amount of $500,000 and integral multiples of $100,000 in excess
thereof. Amounts prepaid pursuant to this Section 3.3(a) may not be reborrowed.




          (b) Mandatory Prepayments. If at any time after the Closing Date a Change of
Control shall occur (the date on which such Change of Control occurs being the “Prepayment
Date”), the Commitments shall terminate and reduce to



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zero and the Borrowers shall immediately prepay the Loans on the Prepayment Date as if
the Prepayment Date were the Maturity Date. The Borrowers shall make such prepayment on
the Prepayment Date together with all accrued interest on the amount prepaid and any unpaid
fees and expenses that are due and owing. Amounts prepaid pursuant to this Section 3.3(b)
may not be reborrowed.




          (c) Application of Prepayments. All amounts paid pursuant to Section 3.3(a)
shall be applied as directed by the Borrowers. All amounts paid pursuant to Section 3.3(a)
the application of which has not been directed by the Borrowers and all amounts required to
be paid pursuant to Section 3.3(b) shall be applied first to Base Rate Loans, then to
Eurodollar Loans in direct order of Interest Period maturities. All prepayments hereunder
shall be subject to Section 3.14; provided that prepayments required to be made pursuant to
Section 3.3(b) that repay a Eurodollar Loan within 30 days of the last day of its Interest
Period shall not be subject to Section 3.14.




3.4 Fees.




          (a) [Reserved].




          (b) Administrative Fees. The Borrowers agree to pay to the Administrative
Agent, for its own account, an annual fee as agreed to between the Borrowers and the
Administrative Agent in the Fee Letter.




3.5 Payment in full at Maturity; Extension of Maturity.




          (a) On the Maturity Date, the entire outstanding principal balance of all Loans,
together with accrued but unpaid interest and all other sums owing with respect thereto,
shall be due and payable in full, unless accelerated sooner pursuant to Section 9.2.




          (b) So long as no Default or Event of Default has occurred and is continuing, on two
occasions during the term of this Agreement the Borrowers may elect at least 15 days but no
more than 90 days prior to the then scheduled Maturity Date, to extend the Maturity Date
until the earlier of (x) one-year from the then scheduled Maturity Date and (y) the
maturity date of the Revolving Credit Agreement (the “Extension Date”) by providing written
notice of each such election to the Administrative Agent (which shall promptly notify each
of the Lenders). If on the then scheduled Maturity Date (i) no Default or Event of Default
exists and is continuing, (ii) the Borrowers pay to the Administrative Agent, for the pro
rata benefit of the Lenders, an extension fee equal to 0.15% of the then outstanding
principal amount of the Loans for each extension (which extension fee shall be pro-rated
for any extension of less than one year), and (iii) the Borrowers have given written notice
to the Administrative Agent of each such



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election to extend the Maturity Date within the time frame set forth in this Section
3.5(b), the Maturity Date shall be extended to such Extension Date.




3.6 Computations of Interest and Fees.




          (a) Except for Base Rate Loans bearing interest based on the Prime Rate, which shall
be calculated on the basis of a 365 or 366 day year as the case may be, all computations of
interest and fees hereunder shall be made on the basis of the actual number of days elapsed
over a year of 360 days. Interest shall accrue from and include the date of borrowing (or
continuation or conversion) but exclude the date of payment.




          (b) It is the intent of the Lenders and the Borrowers to conform to and contract in
strict compliance with applicable usury law from time to time in effect. All agreements
between the Lenders and the Credit Parties are hereby limited by the provisions of this
paragraph which shall override and control all such agreements, whether now existing or
hereafter arising and whether written or oral. In no way, nor in any event or contingency
(including but not limited to prepayment or acceleration of the maturity of any
obligation), shall the interest taken, reserved, contracted for, charged, or received under
this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount
permissible under applicable law. If, from any possible construction of any of the Credit
Documents or any other document, interest would otherwise be payable in excess of the
maximum nonusurious amount, any such construction shall be subject to the provisions of
this paragraph and such interest shall be automatically reduced to the maximum nonusurious
amount permitted under applicable law, without the necessity of execution of any amendment
or new document. If any Lender shall ever receive anything of value which is characterized
as interest on the Loans under applicable law and which would, apart from this provision,
be in excess of the maximum lawful amount, an amount equal to the amount which would have
been excessive interest shall, without penalty, be applied to the reduction of the
principal amount owing on the Loans and not to the payment of interest, or refunded to the
Borrowers or the other payor thereof if and to the extent such amount which would have been
excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of
the Loans or any other indebtedness evidenced by any of the Credit Documents does not
include the right to receive any interest which has not otherwise accrued on the date of
such demand, and the Lenders do not intend to charge or receive any unearned interest in
the event of such demand. All interest paid or agreed to be paid to the Lenders with
respect to the Loans shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full stated term (including any renewal or
extension) of the Loans so that the amount of interest on account of such indebtedness does
not exceed the maximum nonusurious amount permitted by applicable law.



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3.7 Pro Rata Treatment.




Except to the extent otherwise provided herein, each Loan borrowing, each payment or
prepayment of principal of any Loan, each payment of fees (other than fees payable pursuant
to Section 3.4), and each conversion or continuation of any Loan, shall (except as
otherwise provided in Section 3.11) be allocated pro rata among the Lenders in accordance
with the respective Commitment Percentages of the Lenders (or, if the Commitments of the
Lenders have expired or been terminated, in accordance with the respective principal
amounts of the outstanding Loans and Participation Interests of the Lenders); provided
that, if any Lender shall have failed to pay its applicable pro rata share of any Loan,
then any amount to which such Lender would otherwise be entitled pursuant to this Section
3.7 shall instead be payable to the Administrative Agent until the share of such Loan not
funded by such Lender has been repaid; provided further, that in the event any amount paid
to any Lender pursuant to this Section 3.7 is rescinded or must otherwise be returned by
the Administrative Agent, each Lender shall, upon the request of the Administrative Agent,
repay to the Administrative Agent the amount so paid to such Lender, with interest for the
period commencing on the date such payment is returned by the Administrative Agent until
the date the Administrative Agent receives such repayment at a rate per annum equal to,
during the period to but excluding the date two Business Days after such request, the
Federal Funds Rate, and thereafter, at the Base Rate plus two percent (2%) per annum.




3.8 Sharing of Payments.



          The Lenders agree among themselves that, except to the extent otherwise provided herein, in
the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing
to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien
or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other
security or interest arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means
(other than in connection with an assignment pursuant to Section 3.15 or Section 11.3), in excess
of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall
promptly pay in cash or purchase from the other Lenders a participation in such Loans and other
obligations in such amounts, and make such other adjustments from time to time, as shall be
equitable to the end that all Lenders share such payment in accordance with their respective
ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves
that if payment to a Lender obtained by such Lender through the exercise of a right of setoff,
banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be
restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash
or a repurchase of a participation theretofore sold, return its share of that benefit (together
with its share of



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any accrued interest payable with respect thereto) to each Lender whose payment shall have
been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a
participation may, to the fullest extent permitted by law, exercise all rights of payment,
including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if
such Lender were a holder of such Loan or other obligation in the amount of such participation.
Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit
to the Administrative Agent or any other Lender an amount payable by such Lender to the
Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such
amount is due, such payments shall be made together with interest thereon for each date from the
date such amount is due until the date such amount is paid to the Administrative Agent or such
other Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a
setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the rights of the Lenders
under this Section 3.8 to share in the benefits of any recovery on such secured claim.





3.9 Capital Adequacy.



          If, after the date hereof, any Lender has determined that the adoption or the becoming
effective of, or any change in, or any change by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof in the interpretation
or administration of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender, or its parent corporation, with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or
parent corporation’s) capital or assets as a consequence of its commitments or obligations
hereunder to a level below that which such Lender, or its parent corporation, could have achieved
but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s
(or parent corporation’s) policies with respect to capital adequacy), then, upon notice from such
Lender to the Borrowers and the Administrative Agent, the Borrowers shall be obligated to pay to
such Lender such additional amount or amounts as will compensate such Lender (or parent
corporation) on an after-tax basis (after taking into account applicable deductions and credits in
respect of the amount indemnified) for such reduction. Each determination by any such Lender of
amounts owing under this Section shall, absent manifest error, be conclusive and binding on the
parties hereto. This covenant shall survive the termination of this Credit Agreement and the
payment of the Loans and all other amounts payable hereunder.





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3.10 Inability To Determine Interest Rate.




          If prior to the first day of any Interest Period, the Administrative Agent shall have
determined in good faith (which determination shall be conclusive and binding upon the Borrowers)
that, by reason of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate for such Interest
Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers
and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the
Borrowers and the Lenders when such conditions no longer exist. If such notice is given (a) any
Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as
Base Rate Loans and (b) any Loans that were to have been converted on the first day of such
Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate
Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar
Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base
Rate Loans to Eurodollar Loans.





3.11 Illegality.



          Notwithstanding any other provision herein, if the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof occurring after the Closing Date
shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this
Credit Agreement, (a) such Lender shall promptly give written notice of such circumstances to the
Borrowers and the Administrative Agent (which notice shall be promptly withdrawn whenever such
circumstances no longer exist), (b) the commitment of such Lender hereunder to make Eurodollar
Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall
forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to
make or maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base
Rate Loan when a Eurodollar Loan is requested and (c) such Lender’s Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective
last days of the then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not
the last day of the then current Interest Period with respect thereto, the Borrowers shall pay to
such Lender such amounts, if any, as may be required pursuant to Section 3.14; provided that no
such payments shall be required if the conversion of a Eurodollar Loan occurs within 30 days of the
last day of the Interest Period of such Eurodollar Loan.




3.12 Requirements of Law.



          If the adoption of or any change in any Requirement of Law or in the interpretation or
application thereof applicable to any Lender, or compliance by any Lender with any request or
directive (whether or not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such
Lender becomes a Lender):



-38-









 






          (a) shall subject such Lender to any tax of any kind whatsoever with respect to any
Eurodollar Loans made by it, its obligation to make Eurodollar Loans, or change the basis
of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes
covered by Section 3.13 (including Non-Excluded Taxes imposed solely by reason of any
failure of such Lender to comply with its obligations (if any) under Section 3.13(b)) and
changes in taxes measured by or imposed upon the overall net income, or franchise tax
(imposed in lieu of such net income tax), of such Lender or its applicable lending office,
branch, or any Affiliate thereof);




          (b) shall impose, modify or hold applicable any reserve, special deposit, compulsory
loan or similar requirement against assets held by, deposits or other liabilities in or for
the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender which is not otherwise included in the determination
of the Adjusted Eurodollar Rate hereunder; or




          (c) shall impose on such Lender any other condition (excluding any tax of any kind
whatsoever);


and the result of any of the foregoing is to increase the cost to such Lender, by an amount which
such Lender deems to be material, of making, converting into, continuing or maintaining Loans or to
reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to
the Borrowers from such Lender, through the Administrative Agent, in accordance herewith, the
Borrowers shall be obligated to promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender on an after-tax basis (after taking into account applicable
deductions and credits in respect of the amount indemnified) for such increased cost or reduced
amount receivable, provided that, in any such case, the Borrowers may elect to convert the
Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative
Agent at least one Business Day’s notice of such election, in which case the Borrowers shall
promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be
required pursuant to Section 3.14. If any Lender becomes entitled to claim any additional amounts
pursuant to this Section 3.12, it shall provide prompt notice thereof to the Borrowers, through the
Administrative Agent, certifying (x) that one of the events described in this Section 3.12 has
occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost
or reduced amount resulting from such event and (z) as to the additional amount demanded by such
Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to
any additional amounts payable pursuant to this Section 3.12 submitted by such Lender, through the
Administrative Agent, to the Borrowers shall be conclusive and binding on the parties hereto in the
absence of manifest error. This covenant shall survive the termination of this Credit Agreement and
the payment of the Loans and all other amounts payable hereunder.




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3.13 Taxes.



          (a) Except as provided below in this Section 3.13, all payments made by the Borrowers
under this Credit Agreement and any Notes shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any court, or governmental body, agency
or other official, excluding taxes measured by or imposed upon the overall net income of
any Lender or its applicable lending office, or any branch or Affiliate thereof, and all
franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or
net worth of any Lender or its applicable lending office, or any branch or Affiliate
thereof, in each case imposed in lieu of net income taxes: (i) by the jurisdiction under
the laws of which such Lender, applicable lending office, branch or Affiliate is organized
or is located, or in which its principal executive office is located, or any nation within
which such jurisdiction is located or any political subdivision thereof; or (ii) by reason
of any connection between the jurisdiction imposing such tax and such Lender, applicable
lending office, branch or Affiliate other than a connection arising solely from such Lender
having executed, delivered or performed its obligations, or received payment under or
enforced, this Credit Agreement or any Notes. If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are
required to be withheld from any amounts payable to the Administrative Agent or any Lender
hereunder or under any Notes, (A) the amounts so payable to the Administrative Agent or
such Lender shall be increased to the extent necessary to yield to the Administrative Agent
or such Lender (after payment of all Non-Excluded Taxes) interest on any such other amounts
payable hereunder at the rates or in the amounts specified in this Credit Agreement and any
Notes, provided, however, that the Borrowers shall be entitled to deduct and withhold any
Non-Excluded Taxes and shall not be required to increase any such amounts payable to any
Lender that is not organized under the laws of the United States of America or a state
thereof if such Lender fails to comply with the requirements of paragraph (b) of this
Section 3.13 whenever any Non-Excluded Taxes are payable by the Borrowers, and (B) as
promptly as possible after request therefor the Borrowers shall send to the Administrative
Agent for its own account or for the account of such Lender, as the case may be, a
certified copy of an original official receipt received by the Borrowers showing payment
thereof. If the Borrowers fail to pay any Non-Excluded Taxes when due to the appropriate
taxing authority or fail to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrowers shall indemnify the Administrative Agent
and any Lender for any incremental taxes, interest or penalties that may become payable by
the Administrative Agent or any Lender as a result of any such failure. The agreements in
this subsection shall survive the




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termination of this Credit Agreement and the payment of the Loans and all other
amounts payable hereunder.




(b) Each Lender that is not incorporated under the laws of the United States of
America or a state thereof shall:




          (i) (A) on or before the date of any payment by the Borrowers under this
Credit Agreement or Notes to such Lender, deliver to the Borrowers and the
Administrative Agent (x) two duly completed copies of United States Internal
Revenue Service Form W8-BEN or W8-ECI, or successor applicable form, as the case
may be, certifying that it is entitled to receive payments under this Credit
Agreement and any Notes without deduction or withholding of any United States
federal income taxes and (y) an Internal Revenue Service Form W-8 or W-9, or
successor applicable form, as the case may be, certifying that it is entitled to an
exemption from United States backup withholding tax;




    (B) deliver to the Borrowers and the Administrative Agent two further
copies of any such form or certification on or before the date that any
such form or certification expires or becomes obsolete and after the
occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrowers; and




    (C) obtain such extensions of time for filing and complete such forms
or certifications as may reasonably be requested by the Borrowers or the
Administrative Agent; or




          (ii) in the case of any such Lender that is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code, such Lender shall (A) represent
to the Borrowers (for the benefit of the Borrowers and the Administrative Agent)
that it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal
Revenue Code, (B) furnish to the Borrowers, on or before the date of any payment by
the Borrowers, with a copy to the Administrative Agent, two accurate and complete
original signed copies of Internal Revenue Service Form W-8, or successor
applicable form certifying to such Lender’s legal entitlement at the date of such
certificate to an exemption from U.S. withholding tax under the provisions of
Section 881(c) of the Internal Revenue Code with respect to payments to be made
under this Credit Agreement and any Notes (and to deliver to the Borrowers and the
Administrative Agent two further copies of such form on or before the date it
expires or becomes obsolete and after the occurrence of any event requiring a
change in the most recently provided form and, if necessary, obtain any extensions
of



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time reasonably requested by the Borrowers or the Administrative Agent for
filing and completing such forms), and (C) agree, to the extent legally entitled to
do so, upon reasonable request by the Borrowers, to provide to the Borrowers (for
the benefit of the Borrowers and the Administrative Agent) such other forms as may
be reasonably required in order to establish the legal entitlement of such Lender
to an exemption from withholding with respect to payments under this Credit
Agreement and any Notes.




Notwithstanding the above, if any change in treaty, law or regulation has occurred after
the date such Person becomes a Lender hereunder which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender so advises the Borrowers and the Administrative Agent then
such Lender shall be exempt from such requirements. Each Person that shall become a Lender
or a participant of a Lender pursuant to Section 11.3 shall, upon the effectiveness of the
related transfer, and if applicable, be required to provide all of the forms,
certifications and statements required pursuant to this subsection (b); provided that in
the case of a participant of a Lender, the obligations of such participant of a Lender
pursuant to this subsection (b) shall be determined as if such participant of a Lender were
a Lender except that such participant of a Lender shall furnish all such required forms,
certifications and statements to the Lender from which the related participation shall have
been purchased.




3.14 Compensation.



          Except as expressly set forth in Section 3.3(c), the Borrowers promise to indemnify each
Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or
incur as a consequence of (a) default by the Borrowers in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrowers have given a notice requesting the same in
accordance with the provisions of this Credit Agreement, (b) default by the Borrowers in making any
prepayment of a Eurodollar Loan after the Borrowers have given a notice thereof in accordance with
the provisions of this Credit Agreement and (c) any continuation, conversion, payment or prepayment
of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto.
Such indemnification shall be calculated by the Administrative Agent and shall include, without
limitation, an amount equal to (i) the amount of interest which would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of the applicable
Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period
that would have commenced on the date of such failure) in each case at the applicable rate of
interest for such Eurodollar Loans provided for herein minus (ii) the amount of interest which
would have accrued to such Lender on such amount by placing such amount on deposit for a comparable
period



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with leading banks in the interbank Eurodollar market. The agreements in this Section 3.14
shall survive the termination of this Credit Agreement and the payment of the Loans and all other
amounts payable hereunder. Notwithstanding the foregoing, any prepayment of a Eurodollar Loan made
hereunder (as a result of a mandatory requirement of this Credit Agreement) within thirty (30) days
of the end of the Interest Period with respect to such Eurodollar Loan, shall not be subject to
this Section 3.14.




          3.15 Mitigation; Mandatory Assignment.



          Each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension
of the availability of an interest rate under Sections 3.9 through 3.14 inclusive to the greatest
extent practicable (including transferring the Loans to another lending office or one of its
Affiliates) unless, in the opinion of such Lender, such efforts would be likely to have an adverse
effect upon it. In the event a Lender makes a request to the Borrowers for additional payments in
accordance with Sections 3.9, 3.10, 3.11, 3.12, 3.13 or 3.14 or a Lender becomes a Defaulting
Lender, then, provided that no Default or Event of Default has occurred and is continuing at such
time, the Borrowers may, at their own expense (such expense to include any transfer fee payable to
the Administrative Agent under Section 11.3(b) and any expense pursuant to Section 3.14), and in
their sole discretion, require such Lender to transfer and assign in whole (but not in part),
without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)),
all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee
which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a
Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law,
rule or regulation or order of any court or other governmental authority and (b) the Borrowers or
such assignee shall have paid to the assigning Lender in immediately available funds the principal
of and interest accrued to the date of such payment on the portion of the Loans hereunder held by
such assigning Lender and all other amounts owed to such assigning Lender hereunder, including
amounts owed pursuant to Sections 3.9 through 3.14. Notwithstanding such assignment, and without
limiting any other provision of this Credit Agreement, such assigning Lender shall continue to
benefit from the provisions of Sections 3.9, 3.12, 3.13 and 11.5 with respect to the period before
the effectiveness of such assignment.




SECTION 4.




[RESERVED]




SECTION 5.




CONDITIONS PRECEDENT




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          5.1 Closing Conditions.




          The obligation of the Lenders to enter into this Credit Agreement and make the initial
Extensions of Credit is subject to satisfaction of the following conditions:





          (a) Executed Credit Documents. Receipt by the Administrative Agent of duly
executed copies of: (i) this Credit Agreement; (ii) the Notes; and (iii) all other Credit
Documents required to be delivered on or before the Effective Date, each in form and
substance reasonably acceptable to the Administrative Agent in its sole discretion.




          (b) Partnership Documents. With respect to each Credit Party that is a
partnership, receipt by the Administrative Agent of the following:




          (i) Partnership Agreements. Certified copies of the partnership
agreement of such Credit Party, together with all amendments thereto.




          (ii) Certificates of Good Standing or Existence. A certificate of good
standing or existence for such Credit Party issued as of a recent date by its state
of organization and each other state where the failure to qualify or be in good
standing could have a Material Adverse Effect.




          (c) Corporate Documents. With respect to each Credit Party that is a
corporation, if applicable, receipt by the Administrative Agent of the following:




          (i) Charter Documents. Copies of the articles or certificates of
incorporation or other charter documents of such Credit Party certified to be true
and complete as of a recent date by the appropriate Governmental Authority of the
state or other jurisdiction of its incorporation and certified by a secretary or
assistant secretary of such Credit Party to be true and correct as of the Closing
Date.




          (ii) Bylaws. A copy of the bylaws of such Credit Party certified by a
secretary or assistant secretary of such Credit Party to be true and correct as of
the Closing Date.




          (iii) Good Standing. Copies of certificates of good standing,
existence or their equivalent with respect to such Credit Party certified as of a
recent date by the appropriate Governmental Authority of the state or other
jurisdiction of incorporation and each other jurisdiction in which the failure to
so qualify and be in good standing could have a Material Adverse Effect.



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          (d) Limited Liability Company Documents. With respect to each Credit Party
that is a limited liability company, if applicable, receipt by the Administrative Agent of
the following:




          (i) Certificate of Formation. A copy of the certificate of formation
of such Credit Party certified to be true and complete by the appropriate
Governmental Authority of the state or jurisdiction of its formation and certified
by the sole or managing member of such Credit Party to be true and correct as of
the Closing Date.




          (ii) Operating Agreement. A copy of the Operating Agreement of such
Credit Party certified by the sole or managing member of such Credit Party to be
true and correct as of the Closing Date.




          (iii) Good Standing. Copies of certificates of good standing,
existence or their equivalent with respect to such Credit Party certified as of a
recent date by the appropriate Governmental Authority of the state or other
jurisdiction of formation and each other jurisdiction in which the failure to so
qualify and be in good standing could have a Material Adverse Effect.




          (e) Trust Documents. With respect to BRT, receipt by the Administrative Agent
of the following:




          (i) Declaration of Trust. A copy of the Declaration of Trust of BRT
certified to be true and complete by the appropriate Governmental Authority of the
state or jurisdiction of its formation and certified by the secretary of BRT to be
true and correct as of the Closing Date.




          (ii) Bylaws. A copy of the Bylaws of BRT certified by the trustee of
BRT to be true and complete as of the Closing Date.




          (iii) Resolutions. Copies of the resolutions of the Board of Trustees
of BRT approving and adopting the Credit Documents to which it and each Credit
Party is a party, the transactions contemplated therein and authorizing execution
and delivery thereof by and on behalf of itself and each Credit Party.




          (iv) Good Standing. Copies of certificates of good standing, existence
or their equivalent with respect to BRT certified as of a recent date by the
appropriate Governmental Authorities of the state or other jurisdiction of
formation and each other jurisdiction in which the failure to so qualify and be in
good standing could have a Material Adverse Effect.



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          (v) Incumbency. An incumbency certificate with respect to each of the
Credit Parties, certified by a secretary or assistant secretary of BRT to be true
and correct as of the Closing Date.




(f) [Reserved]




(g) [Reserved]




(h) Opinion of Counsel. Receipt by the Administrative Agent of opinions (which
shall cover, among other things, authority, legality, validity, binding effect and
enforceability), satisfactory to the Administrative Agent, addressed to the Administrative
Agent and the Lenders and dated as of the Effective Date, from legal counsel to the Credit
Parties.




(i) Material Adverse Effect. There shall not have occurred a change since June
30, 2007 that has had or could reasonably be expected to have a Material Adverse Effect.




(j) Litigation. There shall not exist any pending or threatened action, suit,
investigation or proceeding in any court or before any arbitrator or Governmental Authority
against a Credit Party or any of its Subsidiaries that would have or would reasonably be
expected to have a Material Adverse Effect.




(k) Officer’s Certificate. The Administrative Agent shall have received a
certificate of the Borrowers on behalf of the Credit Parties as of the Closing Date stating
that (i) the Credit Parties and each of their Subsidiaries are in compliance with all
existing material financial obligations, (ii) no action, suit, investigation or proceeding
is pending or threatened in any court or before any arbitrator or Governmental Authority
that purports to affect a Credit Party or any transaction contemplated by the Credit
Documents, if such action, suit, investigation or proceeding could have or could be
reasonably expected to have a Material Adverse Effect, (iii) the financial statements and
information included in the Borrowers’ Form 10-K report for the year ended December 31,
2006 and the Form 10-Q Report for the quarter ended June 30, 2007 were prepared in good
faith and using reasonable assumptions and (iv) immediately after giving effect to this
Credit Agreement, the other Credit Documents and all the transactions contemplated herein
and therein to occur on such date, (A) each of the Credit Parties is Solvent, (B) no
Default or Event of Default exists, (C) all representations and warranties contained herein
and in the other Credit Documents are true and correct in all material respects, and (D)
the Credit Parties and their Subsidiaries are in compliance as of June 30, 2007, and will
be in compliance on a pro-forma basis as of the Effective Date and as of the date of the
consummation of the Acquisition, with each of the financial covenants set forth in Section
7.2.



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          (l) Fees and Expenses. Payment by the Borrowers of all fees and expenses owed
by them to the Lenders and the Administrative Agent, including, without limitation, payment
to the Administrative Agent of the fees set forth herein and in the Fee Letter.




          (m) Consents and Approvals. All governmental, shareholder, partner, member and
third-party consents and approvals necessary or, in the opinion of the Administrative
Agent, desirable in connection with the Extensions of Credit and the transactions
contemplated under the Credit Documents shall have been duly obtained and shall be in full
force and effect, and a copy of each such consent or approval shall have been delivered to
the Administrative Agent.




          (n) Absence of Guarantors for Other Debt. Receipt by the Administrative Agent
of officer’s certificates confirming the absence of guaranties provided by the Subsidiaries
of the Borrowers pursuant to the Indenture.




          (o) Other. Receipt by the Lenders of such other documents, instruments,
agreements or information as reasonably and timely requested by any Lender, including, but
not limited to, information regarding litigation, tax, accounting, labor, insurance,
pension liabilities (actual or contingent), real estate leases, material contracts, debt
agreements, property ownership and contingent liabilities of the Credit Parties and their
Subsidiaries.




5.2 Conditions to All Extensions of Credit.



In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be
obligated to make Loans unless:




          (a) Delivery of Notice. The Borrowers shall have delivered a Notice of
Borrowing, duly executed and completed, by the time specified in Section 2.1.




          (b) Representations and Warranties. The representations and warranties made by
the Credit Parties in any Credit Document shall be true and correct in all material
respects at and as if made as of such date except to the extent they expressly and
exclusively relate to an earlier date.




          (c) No Default. No Default or Event of Default shall exist or be continuing
either prior to or after giving effect thereto.




          (d) Restrictions on Loans. After giving effect to the making of the requested
Loan, the Borrowers shall be in compliance with the terms of Section 2.1(g).



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          (e) No Legal Impediments. No law, regulation, order, judgment or decree of
any Governmental Authority shall, and the Administrative Agent shall not have received any
notice that litigation is pending or threatened which is likely to, (i) enjoin, prohibit or
restrain such Extension of Credit or (ii) impose or result in the imposition of a Material
Adverse Effect.




          The delivery of each Notice of Borrowing shall constitute a representation and
warranty by the Borrowers of the correctness of the matters specified in subsections (b),
(c), and, if applicable, (d) above.



SECTION 6.




REPRESENTATIONS AND WARRANTIES




          Each of the Borrowers hereby represents to the Administrative Agent and each Lender that:



          6.1 Financial Condition.



          The financial statements described in Section 5.1(k) and those delivered to the Lenders
pursuant to Section 7.1(a) and (b): (a) have been prepared in accordance with GAAP (subject, in the
case of quarterly financial statements, to changes resulting from audit and normal year-end audit
adjustments) and (b) present fairly the consolidated financial condition, results of operations and
cash flows of the Borrowers and their Subsidiaries as of such date and for such periods. Since
June 30, 2007, there has been no sale, transfer or other disposition by any Borrower or any of its
Subsidiaries of any material part of the business or property of the Borrowers and their
Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business
or property (including any capital stock or other equity interests of any other Person) material in
relation to the consolidated financial condition of the Borrowers and their Subsidiaries, taken as
a whole, in each case, which, is not (i) reflected in the most recent financial statements
described in Section 5.1(k) or delivered to the Lenders pursuant to Section 7.1 or in the notes
thereto or (ii) otherwise permitted by the terms of this Credit Agreement.



          6.2 No Material Change.




          Since June 30, 2007, there has been no development or event relating to or affecting a
Combined Party which has had or would be reasonably expected to have a Material Adverse Effect.




          6.3 Organization and Good Standing.




          Each Borrower and each Material Subsidiary (a) is either a partnership, a corporation, a
limited liability company or a REIT duly organized or formed, validly existing and in good standing
under the laws of the state (or other jurisdiction) of its




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organization or formation, (b) is duly qualified and in good standing as a foreign
partnership, a foreign corporation, a foreign limited liability company or a foreign REIT and
authorized to do business in every other jurisdiction where the failure to be so qualified, in good
standing or authorized would have or would reasonably be expected to have a Material Adverse Effect
and (c) has the power and authority to own its properties and to carry on its business as now
conducted and as proposed to be conducted.




          6.4 Due Authorization.




          Each Credit Party (a) has the power and authority to execute, deliver and perform this Credit
Agreement and the other Credit Documents to which it is a party and to incur the obligations herein
and therein provided for and to consummate the transactions contemplated herein and therein and (b)
is duly authorized, and has been authorized by all necessary action, to execute, deliver and
perform this Credit Agreement and the other Credit Documents to which it is a party and to
consummate the transactions contemplated herein and therein.




          6.5 No Conflicts.




          Neither the execution and delivery of the Credit Documents, nor the consummation of the
transactions contemplated herein and therein, nor the performance of or compliance with the terms
and provisions hereof and thereof by a Credit Party will (a) violate or conflict with any provision
of its or its Material Subsidiaries’ organizational or governing documents, (b) violate, contravene
or materially conflict with any Requirement of Law or any other law, regulation (including, without
limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit
applicable to it or its Material Subsidiaries, (c) violate, contravene or conflict with contractual
provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of
trust, contract or other agreement or instrument to which it or any of its Material Subsidiaries is
a party or by which it or its Material Subsidiaries may be bound, the violation of which would have
or would be reasonably expected to have a Material Adverse Effect, or (d) result in or require the
creation of any Lien upon or with respect to its or its Material Subsidiaries’ properties.




          6.6 Consents.




          Except for consents, approvals, authorizations and orders that have been obtained, and
filings, registrations and qualifications that have been made, no consent, approval, authorization
or order of, or filing, registration or qualification with, any court or Governmental Authority or
third party in respect of any Credit Party is required in connection with the execution, delivery
or performance of this Credit Agreement or any of the other Credit Documents by such Credit Party
or the consummation of the transactions contemplated herein and therein.




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          6.7 Enforceable Obligations.




          This Credit Agreement and the other Credit Documents to which it is a party have been duly
executed and delivered and constitute legal, valid and binding obligations of each Credit Party
enforceable against such Credit Party in accordance with their respective terms, except as may be
limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or
by general equitable principles.




          6.8 No Default.




          No Combined Party is in default in any respect under any contract, lease, loan agreement,
indenture, mortgage, security agreement or other agreement or obligation to which it is a party or
by which any of its properties is bound which default would have or would be reasonably expected to
have a Material Adverse Effect. No Default or Event of Default has occurred or exists except as
previously disclosed in writing to the Lenders.




          6.9 Ownership.




          Each Borrower and each of its Subsidiaries is the owner or ground-lessee of, and has good and
marketable fee or leasehold title to, all of its respective assets and none of such assets is
subject to any Lien other than Permitted Liens.




          6.10 Indebtedness.




          The Borrowers and their Subsidiaries have no Indebtedness except as otherwise permitted by
this Credit Agreement.




          6.11 Litigation.




          There are no actions, suits or legal, equitable, arbitration or administrative proceedings or
investigations, pending or, to the knowledge of any Borrower, threatened, against a Combined Party
which would have or would be reasonably expected to have a Material Adverse Effect.




          6.12 Taxes.




          Each Borrower, and each of its Subsidiaries, has filed, or caused to be filed, all tax returns
(federal, state, local and foreign) required to be filed and has paid (a) all amounts of taxes
shown thereon to be due (including interest and penalties) and (b) all other taxes, fees,
assessments and other governmental charges (including mortgage recording taxes, documentary stamp
taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or
(ii) that are being contested in good faith and by proper proceedings, and against which adequate
reserves are being maintained in accordance with GAAP. No Borrower is aware of any material
proposed tax assessments against it or any of its Subsidiaries.





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     6.13 Compliance with Law.



     Each Combined Party is in compliance with all Requirements of Law and all other laws, rules,
regulations, orders and decrees (including without limitation Environmental Laws) applicable to it,
or to its properties, unless such failure to comply would not have or would not be reasonably
expected to have a Material Adverse Effect. No Requirement of Law would be reasonably expected to
cause a Material Adverse Effect.



     6.14 Compliance with ERISA.



     Except as would not result in or be reasonably expected to result in a Material Adverse
Effect:




     (a) During the five-year period prior to the date on which this representation is made
or deemed made: (i) no ERISA Event has occurred, and, to the best of each Borrower’s, each
Subsidiary of a Borrower’s and each ERISA Affiliate’s knowledge, no event or condition has
occurred or exists as a result of which any ERISA Event could reasonably be expected to
occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is
defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has
occurred with respect to any Plan; (iii) each Plan has been maintained, operated, and
funded in compliance with its own terms and in material compliance with the provisions of
ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien in favor
or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.




     (b) The actuarial present value of all “benefit liabilities” (as defined in Section
4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan, as of the
last annual valuation date prior to the date on which this representation is made or deemed
made (determined, in each case, in accordance with Financial Accounting Standards Board
Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial
valuation report), did not exceed as of such valuation date the fair market value of the
assets of such Plan.




     (c) No Borrower, Subsidiary of a Borrower or ERISA Affiliate has incurred, or, to the
best of each such party’s knowledge, is reasonably expected to incur, any withdrawal
liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. No Borrower,
Subsidiary of a Borrower or ERISA Affiliate would become subject to any withdrawal
liability under ERISA if any such party were to withdraw completely from all Multiemployer
Plans and Multiple Employer Plans as of the valuation date most closely preceding the date
on which this representation is made or deemed made. No Borrower, Subsidiary of a Borrower
or ERISA Affiliate has received any notification that any



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Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA),
is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within
the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of each such
party’s knowledge, reasonably expected to be in reorganization, insolvent, or terminated.




     (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section
4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan
which has subjected or may subject any Borrower, any Subsidiary of a Borrower or any ERISA
Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section
4975 of the Code, or under any agreement or other instrument pursuant to which any
Borrower, any Subsidiary of a Borrower or any ERISA Affiliate has agreed or is required to
indemnify any person against any such liability.




     (e) No Borrower, Subsidiary of a Borrower or ERISA Affiliate has material liability
with respect to “expected post-retirement benefit obligations” within the meaning of the
Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as
defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of
the Code apply has been administered in compliance in all material respects with such
sections.



     6.15 Organization Structure/Subsidiaries.



     As of the Closing Date, (a) Schedule 6.15 is a complete and accurate organization
chart of the Combined Parties, and (b) no Borrower has any Subsidiaries or owns an interest,
directly or indirectly, in any joint venture, except as set forth on Schedule 6.15. The
outstanding equity interest of all Subsidiaries of the Borrowers are validly issued, fully paid and
non-assessable and are owned by the Borrowers free and clear of all Liens. Schedule 6.15
shall be updated as of the end of each fiscal quarter as set forth in Section 7.1(c). Each owner
of an Unencumbered Property, Unencumbered Construction-in-Process or Unencumbered Eligible Land is
a Credit Party or an Eligible Subsidiary.



     6.16 Use of Proceeds; Margin Stock.



     The proceeds of the Loans will be used solely for the purposes specified in Section 7.10. None
of the proceeds of the Loans will be used in a manner that would violate Regulation U, Regulation
X, or Regulation T. No proceeds of the Loans will be used for the acquisition of another Person
unless the board of directors (or other comparable governing body) or stockholders (or other equity
owners), as appropriate, of such Person has approved such acquisition.




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     6.17 Government Regulation.



     No Borrower, nor any of its Subsidiaries, is subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940 or the
Interstate Commerce Act, each as amended. No director, executive officer or principal shareholder
of a Borrower or any of its Subsidiaries is a director, executive officer or principal shareholder
of any Lender. For the purposes hereof the terms “director,” “executive officer” and “principal
shareholder” (when used with reference to any Lender) have the respective meanings assigned thereto
in Regulation O.



     6.18 Environmental Matters.




     (a) Except as would not have or be reasonably expected to have a Material Adverse
Effect:




     (i) Each of the Properties and all operations at the Properties are in
material compliance with all applicable Environmental Laws, and there is no
violation of any Environmental Law with respect to the Properties or the businesses
operated by a Credit Party or any of its Subsidiaries (the “Businesses”), and there
are no conditions relating to the Businesses or Properties that would be reasonably
expected to give rise to liability under any applicable Environmental Laws.




     (ii) No Borrower, nor any of its Subsidiaries, has received any written notice
of, or inquiry from any Governmental Authority regarding, any violation, alleged
violation, non-compliance, liability or potential liability regarding Hazardous
Materials or compliance with Environmental Laws with regard to any of the
Properties or the Businesses, nor does any Borrower or any of its Subsidiaries have
knowledge that any such notice is being threatened.




     (iii) Hazardous Materials have not been transported or disposed of from the
Properties, or generated, treated, stored or disposed of at, on or under any of the
Properties or any other location, in each case by, or on behalf or with the
permission of, any Borrower or any of its Subsidiaries in a manner that would
reasonably be expected to give rise to liability under any applicable Environmental
Law.




     (iv) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of any Borrower or any of its Subsidiaries,
threatened, under any Environmental Law to which any Borrower or any of its
Subsidiaries is or will be named as a party, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to any Borrower or any of its Subsidiaries, the Properties or the
Businesses, in any amount



-53-









 







reportable under the federal Comprehensive Environmental Response,
Compensation and Liability Act or any analogous state law, except releases in
compliance with all Environmental Laws.




     (v) There has been no release or threat of release of Hazardous Materials at
or from the Properties, or arising from or related to the operations (including,
without limitation, disposal) of a Borrower or any of its Subsidiaries in
connection with the Properties or otherwise in connection with the Businesses
except in compliance with Environmental Laws.




     (vi) None of the Properties contains, or to the best knowledge of the
Borrowers and their Subsidiaries has previously contained, any Hazardous Materials
at, on or under the Properties in amounts or concentrations that, if released,
constitute or constituted a violation of, or could give rise to liability under,
Environmental Laws.




     (vii) No Borrower, nor any of its Subsidiaries, has assumed any liability of
any Person (other than a Borrower) under any Environmental Law.




     (b) Each Borrower, and each of its Subsidiaries, has adopted procedures that are
designed to (i) ensure that each such party, any of its operations and each of the
properties owned or leased by such party remains in compliance with applicable
Environmental Laws and (ii) minimize any liabilities or potential liabilities that each
such party, any of its operations and each of the properties owned or leased by each such
party may have under applicable Environmental Laws.



     6.19 Solvency.



     Each Credit Party, is and, after consummation of the transactions contemplated by this Credit
Agreement, will be Solvent.



     6.20 [Reserved].



     6.21 Location of Properties.



     As of the Closing Date, set forth on Schedule 6.21 is (a) a list of all Properties
(with street address, county and state where located) and the owner of such Property and (b) a list
of all Unencumbered Properties. Schedule 6.21 shall be updated as of the end of each fiscal
quarter as set forth in Section 7.1(c).



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     6.22 Disclosure.



     Neither this Credit Agreement nor any financial statements delivered to the Lenders nor any
other document, certificate or statement furnished to the Lenders by or on behalf of any Borrower
or its Subsidiaries in connection with the transactions contemplated hereby contains any untrue
statement of a material fact or omits to state a material fact necessary in order to make the
statements contained therein or herein not misleading in light of the circumstances in which made;
provided, however, that the Borrowers make no representation or warranty regarding the information
delivered pursuant to Section 7.1(i).



     6.23 Licenses, etc.



     The Combined Parties have obtained, and hold in full force and effect, all franchises,
licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights
of way and other rights, consents and approvals which are necessary for the operation of their
respective businesses as presently conducted, except where the failure to obtain the same would not
have or would not reasonably be expected to have a Material Adverse Effect.



     6.24 No Burdensome Restrictions.



     No Combined Party is a party to any agreement or instrument or subject to any other obligation
or any charter or corporate restriction or any provision of any applicable law, rule or regulation
which, individually or in the aggregate, would have or would be reasonably expected to have a
Material Adverse Effect.



     6.25 Eligible Subsidiaries.



     Each Subsidiary of the Borrowers which owns or ground-leases any Property that is treated as
Unencumbered Property, Unencumbered Construction-in-Process or Unencumbered Eligible Land under
this Agreement is either an Eligible Subsidiary or a Guarantor.
Schedule 6.25 sets forth a list of
all Eligible Subsidiaries which own or ground-lease any Property that is treated as Unencumbered
Property, Unencumbered Construction-in-Process or Unencumbered Eligible Land under this Agreement
as of the Closing Date. Schedule 6.25 shall be updated as of the end of each fiscal quarter as set
forth in Section 7.1(c).



     6.26 Foreign Assets Control Regulations, Etc.



     None of the requesting or borrowing of the Loans or the use of the proceeds of any thereof
will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With
the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”)
or any enabling legislation or executive order relating thereto (which for the avoidance of doubt
shall include, but shall not be limited to Executive Order 13224 of September 21, 2001 Blocking
Property and



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Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66
Fed. Reg. 49079 (2001)) (the “Executive Order”). Furthermore, neither a Borrower nor any of its
Subsidiaries or other Affiliates (a) is or will become a “blocked person” as described in the
Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b)
engages or will engage in any dealings or transactions, or be otherwise associated, with any such
“blocked person”.



SECTION 7.




AFFIRMATIVE COVENANTS




     Each Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect
and until the Obligations have been paid in full and the Commitments shall have terminated:



     7.1 Information Covenants.



     The Borrowers will furnish, or cause to be furnished, to the Administrative Agent and, except
as otherwise set forth in this Section, each of the Lenders:




     (a) Annual Financial Statements. As soon as available, and in any event within
90 days after the close of each fiscal year of the Borrowers, a consolidated balance sheet
and income statement of the Borrowers and their Subsidiaries as of the end of such fiscal
year, together with related consolidated statements of operations and retained earnings and
of cash flows for such fiscal year, setting forth in comparative form consolidated figures
as of the end of and for the preceding fiscal year, all such financial information
described above to be in reasonable form and detail and audited by independent certified
public accountants of recognized national standing reasonably acceptable to the
Administrative Agent and whose opinion shall be to the effect that such financial
statements have been prepared in accordance with GAAP (except for changes with which such
accountants concur) and shall not be limited as to the scope of the audit or qualified in
any manner. Delivery by the Borrowers to the Administrative Agent of BRT’s annual report
to the Securities and Exchange Commission on Form 10-K with respect to any fiscal year
shall be deemed to be compliance by the Borrowers with this Section 7.1(a) (it being agreed
that such annual report shall be deemed delivered on the date that (i) such report on Form
10-K is posted on the website of the Securities and Exchange Commission at www.sec.gov or
on the website of the Borrowers at www.brandywinerealty.com and (ii) the Borrowers have
provided the Administrative Agent and the Lenders with written notice of such posting).




     (b) Quarterly Financial Statements. As soon as available, and in any event
within 45 days after the close of each fiscal quarter of the Borrowers (other



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than the fourth fiscal quarter), a consolidated balance sheet and income statement of
the Borrowers and their Subsidiaries, as of the end of such fiscal quarter, together with
related consolidated statements of operations and retained earnings and of cash flows for
such fiscal quarter in each case setting forth in comparative form consolidated figures for
(A) the corresponding quarter end and quarterly period of the preceding fiscal year and (B)
management’s proposed budget for such period, all such financial information described
above to be in reasonable form and detail and reasonably acceptable to the Administrative
Agent, and accompanied by a certificate of the chief financial officer of BRT to the effect
that such quarterly financial statements fairly present in all material respects the
financial condition and results of operations of the Borrowers and their Subsidiaries and
have been prepared in accordance with GAAP, subject to changes resulting from audit and
normal year-end audit adjustments. The information required pursuant to this subsection (b)
shall be delivered in both electronic and printed form. Delivery by the Borrowers to the
Administrative Agent of BRT’s quarterly report to the Securities and Exchange Commission on
Form 10-Q with respect to any fiscal quarter shall be deemed to be compliance by the
Borrowers with this Section 7.1(b) (it being agreed that such quarterly report shall be
deemed delivered on the date that (i) such report on Form 10-Q is posted on the website of
the Securities and Exchange Commission at www.sec.gov or on the website of the Borrowers at
www.brandywinerealty.com and (ii) the Borrowers have provided the Administrative Agent and
the Lenders with written notice of such posting).




     (c) Officer’s Certificate. At the time of delivery of the financial statements
provided for in Sections 7.1(a) and 7.1(b), a certificate of the chief financial officer or
chief executive officer of BRT, substantially in the form of Exhibit 7.1(c), (i)
demonstrating compliance with the financial covenants contained in Section 7.2 by
calculation thereof as of the end of each such fiscal period, including such detail and
supporting documentation as reasonably requested by the Administrative Agent (and in the
case of Section 7.2(d) and Section 7.2(e), indicating the number of fiscal quarters for
which such ratio has exceeded 0.60 to 1.0), (ii) stating that no Default or Event of
Default exists, or if any Default or Event of Default does exist, specifying the nature and
extent thereof and what action the Borrowers propose to take with respect thereto, (iii)
providing information regarding dividends and redemption of shares in a manner to
demonstrate compliance with Section 8.7 and (iv) updating Schedule 6.15,
Schedule 6.21 and Schedule 6.25, as appropriate. Such certificate shall be
delivered in both electronic and printed form.




     (d) Accountant’s Certificate. Within the period for delivery of the annual
financial statements provided in Section 7.1(a), a certificate of the accountants
conducting the annual audit stating that they have reviewed this Credit Agreement and
stating further whether, in the course of their audit, they



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have become aware of any Default or Event of Default under Section 7.2 and, if any
such Default or Event of Default exists, specifying the nature and extent thereof.




     (e) Annual Information and Projections. Within 30 days after the end of each
fiscal year of the Borrowers, all such financial information regarding the Borrowers and
their Subsidiaries and specifically regarding the Properties, as the Administrative Agent
shall reasonably request, including, but not limited to, partnership, limited liability
company and joint venture agreements, property cash flow projections, property budgets,
actual and budgeted capital expenditures, operating statements (current year and
immediately preceding year, if the Property existed as a Property in the immediately
preceding year), mortgage information, rent rolls, lease expiration reports, leasing status
reports, notes payable summary, bullet notes summary, equity funding requirements,
contingent liability summary, lines of credit summary, lines of credit collateral summary,
wrap notes and notes receivable summary, schedule of outstanding letters of credit, summary
of cash and Cash Equivalents, projection of management and leasing fees and overhead
budgets.




     (f) Auditor’s Reports. Promptly upon receipt thereof, a copy of any
“management letter” submitted by independent accountants to any Borrower or any of its
Subsidiaries in connection with any annual, interim or special audit of the books of such
Borrower or any of its Subsidiaries.




     (g) Reports. Promptly, (i) and in any case within five (5) days of receipt or
transmission thereof, copies of any filings and registrations with, and reports to or from,
the Securities and Exchange Commission, or any successor agency, and copies of all
financial statements, proxy statements, notices and reports as any Borrower or any of its
Subsidiaries shall send to its shareholders, members or partners generally, (ii) and in any
case within ten (10) days of filing thereof, copies of all income tax returns filed by a
Borrower and (iii) upon the written request of the Administrative Agent, all reports and
written information to and from the United States Environmental Protection Agency, or any
state or local agency responsible for environmental matters, the United States Occupational
Health and Safety Administration, or any state or local agency responsible for health and
safety matters, or any successor agencies or authorities concerning environmental, health
or safety matters; provided, however, that if any such transmissions are done
electronically, the Borrowers shall instead promptly notify the Administrative Agent of
same and provide information on how to retrieve such information.




     (h) Notices. Upon a Borrower obtaining knowledge thereof, such Borrower will
give written notice to the Administrative Agent (which shall promptly forward such notice
to the Lenders) immediately of (i) the occurrence of



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an event or condition consisting of a Default or Event of Default, specifying the
nature and existence thereof and what action the Borrowers propose to take with respect
thereto, (ii) the occurrence of any of the following with respect to any Credit Party or
any of its Subsidiaries: (A) the pendency or commencement of any litigation or arbitral or
governmental proceeding against any Borrower or any of its Subsidiaries which if adversely
determined would have or would be reasonably expected to have a Material Adverse Effect, or
(B) the institution of any proceedings against any Borrower or any of its Subsidiaries with
respect to, or the receipt of notice by such Person of potential liability or
responsibility for, violation, or alleged violation, of any federal, state or local law,
rule or regulation, including, but not limited to, Environmental Laws, the violation of
which would have or would be reasonably expected to have a Material Adverse Effect, and
(iii) the occurrence of any enforcement or notice to enforce a completion guaranty and
within five Business Days thereafter provide evidence that the remaining costs to complete
the applicable project are covered by a construction loan and/or surety bond.




     (i) ERISA. Upon a Borrower or any ERISA Affiliate obtaining knowledge thereof,
the Borrowers will give written notice to the Administrative Agent promptly (and in any
event within five Business Days) of: (i) any event or condition, including, but not limited
to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event;
(ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA
or otherwise of any withdrawal liability assessed against a Borrower, any Subsidiary of a
Borrower or any ERISA Affiliate, or of a determination that any Multiemployer Plan is in
reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the
failure to make full payment on or before the due date (including extensions) thereof of
all amounts which a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate is
required to contribute to each Plan pursuant to its terms as required to meet the minimum
funding standard set forth in ERISA and the Code with respect thereto; or (iv) any change
in the funding status of any Plan that could have a Material Adverse Effect; in each case
together, with a description of any such event or condition or a copy of any such notice
and a statement by the chief financial officer of the Borrowers briefly setting forth the
details regarding such event, condition, or notice, and the action, if any, which has been
or is being taken or is proposed to be taken by such Borrower, Subsidiary or ERISA
Affiliate with respect thereto. Promptly upon request, the Borrowers shall furnish the
Administrative Agent and the Lenders with such additional information concerning any Plan
as may be reasonably requested, including, but not limited to, copies of each annual
report/return (Form 5500 series), as well as all schedules and attachments thereto required
to filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA
and the Code, respectively, for each “plan year” (within the meaning of Section 3(39) of
ERISA).



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     (j) Environmental.




     (i) Subsequent to a notice from any Governmental Authority that would
reasonably cause concern or during the existence of an Event of Default, and upon
the written request of the Administrative Agent, the Borrowers will furnish or
cause to be furnished to the Administrative Agent, at the Borrowers’ expense, an
updated report of an environmental assessment of reasonable scope, form and depth,
including, where appropriate, invasive soil or groundwater sampling, by a
consultant reasonably acceptable to the Administrative Agent as to the nature and
extent of the presence of any Hazardous Materials on any Property and as to the
compliance by the Borrowers with Environmental Laws. If the Borrowers fail to
deliver such an environmental report within seventy-five (75) days after receipt of
such written request then the Administrative Agent may arrange for same, and the
Borrowers hereby grant to the Administrative Agent and its representatives access
to the Properties and a license of a scope reasonably necessary to undertake such
an assessment (including, where appropriate, invasive soil or groundwater
sampling). The reasonable cost of any assessment arranged for by the Administrative
Agent pursuant to this provision will be payable by the Borrowers on demand and
added to the Obligations.




     (ii) Each of the Borrowers and their Subsidiaries will conduct and complete
all investigations, studies, sampling, and testing and all remedial, removal, and
other actions necessary to address all Hazardous Materials on, from, or affecting
any Property to the extent necessary to be in compliance with all Environmental
Laws and all other applicable federal, state, and local laws, regulations, rules
and policies and with the orders and directives of all Governmental Authorities
exercising jurisdiction over such Property to the extent any failure would have or
would be reasonably expected to have a Material Adverse Effect.




     (k) Other Information. With reasonable promptness upon any such request, such
other information regarding the Properties or regarding the business, assets or financial
condition of the Credit Parties and their Subsidiaries as the Administrative Agent or any
Lender may reasonably request.



     7.2 Financial Covenants.




     (a) [Intentionally Omitted.]




     (b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio, as of the
end of each fiscal quarter of the Combined Parties for the twelve month period ending on
such date, shall be greater than or equal to 1.5 to 1.0.



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     (c) Net Worth. At the end of each fiscal quarter of the Combined Parties, Net
Worth shall be greater than or equal to the sum of (i) $1,290,702,000 plus (ii) 75% of the
Net Cash Proceeds from all Equity Issuances after the Closing Date.




     (d) Leverage Ratio. The Leverage Ratio, as of the end of each fiscal quarter
of the Combined Parties, shall be less than or equal to .60 to 1.0; provided that such
ratio may exceed 0.60 to 1.0 as of the end of up to four (4) fiscal quarters of the
Combined Parties during the term of this Agreement (whether or not consecutive) so long as
such ratio does not exceed 0.65 to 1.0.




     (e) Unsecured Debt Limitation. At the end of each fiscal quarter of the
Combined Parties, the ratio of Unsecured Debt to Unencumbered Value shall be less than or
equal to 0.60 to 1.0; provided that such ratio may exceed 0.60 to 1.0 as of the end of up
to four (4) fiscal quarters of the Combined Parties during the term of this Agreement
(whether or not consecutive) so long as such ratio does not exceed 0.65 to 1.0.




     (f) Secured Debt Ratio. The Secured Debt Ratio, as of the end of each fiscal
quarter of the Combined Parties, shall be less than or equal to 0.40 to 1.0.




     (g) Unencumbered Cash Flow Ratio. The Unencumbered Cash Flow Ratio, as of the
end of each fiscal quarter of the Combined Parties, shall be greater than or equal to 2.0
to 1.0.



     7.3 Preservation of Existence.



     Each of the Borrowers will do all things necessary to preserve and keep in full force and
effect its existence, rights, franchises and authority and the existence, rights, franchises and
authority of the Material Subsidiaries, except as permitted by Section 8.4. Without limiting the
generality of the foregoing, BRT will do all things necessary to maintain its status as a REIT.



     7.4 Books and Records.



     Each of the Borrowers will, and will cause its Subsidiaries to, keep complete and accurate
books and records of its transactions in accordance with good accounting practices on the basis of
GAAP (including the establishment and maintenance of appropriate reserves).



     7.5 Compliance with Law.



     Each of the Borrowers will, and will cause its Subsidiaries to, comply in all material
respects with all material laws, rules, regulations and orders, and all applicable



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material restrictions imposed by all Governmental Authorities, applicable to it and its
property (including, without limitation, Environmental Laws and ERISA).



     7.6 Payment of Taxes and Other Indebtedness.



     Each of the Borrowers will, and will cause its Subsidiaries to, pay, settle or discharge (a)
all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or
profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims
(including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien
upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness
as it shall become due; provided, however, that a Borrower or any of its Subsidiaries shall not be
required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being
contested in good faith by appropriate proceedings and as to which adequate reserves therefor have
been established in accordance with GAAP, unless the failure to make any such payment (i) would
give rise to an immediate right to foreclose on a Lien on an Unencumbered Property securing such
amounts (unless no Default or Event of Default would exist after giving effect to the disposition
of such Unencumbered Property) or (ii) would have a Material Adverse Effect.



     7.7 Insurance.



     Each of the Borrowers will, and will cause its Subsidiaries to, at all times maintain in full
force and effect insurance (including worker’s compensation insurance, liability insurance,
casualty insurance and business interruption insurance) in such amounts, covering such risks and
liabilities and with such deductibles or self-insurance retentions as are in accordance with normal
industry practice.



     7.8 Maintenance of Assets.



     Each of the Borrowers will, and will cause its Subsidiaries to, maintain and preserve its
Properties and all other assets in good repair, working order and condition, normal wear and tear
excepted, and will make, or cause to be made, in the Properties and other assets, from time to
time, all repairs, renewals, replacements, extensions, additions, betterments and improvements
thereto as may be needed or proper, to the extent and in the manner customary for companies in
similar businesses.



     7.9 Performance of Obligations.



     Each of the Borrowers will, and will cause its Subsidiaries to, perform in all material
respects all of its obligations under the terms of all material agreements, indentures, mortgages,
security agreements or other debt instruments to which it is a party or by which it is bound.



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     7.10 Use of Proceeds.



     The Borrowers will use the proceeds of the Loans solely for general working capital purposes
and other general corporate purposes, including the funding of acquisitions and the repayment of
Indebtedness under the Revolving Credit Agreement and other Indebtedness.



     7.11 Audits/Inspections.



     Upon reasonable notice and during normal business hours, each Borrower will, and will cause
its Subsidiaries to, permit representatives appointed by the Administrative Agent, including,
without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect
such Borrower’s or other Combined Party’s property, including, without limitation, the Properties,
its books and records, its accounts receivable and inventory, its facilities and its other business
assets, and to make photocopies or photographs thereof and to write down and record any information
such representative obtains and shall permit the Administrative Agent or its representatives to
investigate and verify the accuracy of information provided to the Lenders, and to discuss all such
matters with the officers, employees and representatives of the Borrowers, their Subsidiaries and
any other Combined Party.



     7.12 Additional Credit Parties.




     (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes
the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers
determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered
Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify
the Administrative Agent and promptly thereafter (but in any event within 30 days after
such event) such Subsidiary shall: (a) execute a Guaranty in substantially the form of
Exhibit 7.12 and (b) deliver such other documentation as the Administrative Agent may
reasonably request in connection with the foregoing, including, without limitation,
information regarding the real property owned by such Person, certified resolutions and
other organizational and authorizing documents of such Person and favorable opinions of
counsel to such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to above), all in form,
content and scope reasonably satisfactory to the Administrative Agent. It is understood
and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also
guaranty Indebtedness under the Revolving Credit Agreement, the Private Placement Notes and
the Indenture.




     (b) From time to time the Borrowers may request that the Administrative Agent, on
behalf of the Lenders, accept one or more indemnities or guarantees from unit holders of
Borrowers as further inducement to Lender for providing the Loans hereunder, and promptly
upon receipt of such request the



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Administrative Agent shall execute and deliver such documents or instruments as shall
reasonably be requested and be reasonably acceptable to the Administrative Agent to reflect
acceptance of delivery of such indemnities or guarantees on behalf of Lenders. No such
indemnities or guaranties shall affect the obligations of the Borrowers hereunder.



     7.13 Interest Rate Protection Agreements.



     The Borrowers shall maintain Interest Rate Hedges on a notional amount of the Funded Debt
which, when added to the aggregate principal amount of the Funded Debt which bears interest at a
fixed rate, equals or exceeds 60%, of the aggregate principal amount of all Funded Debt. “Interest
Rate Hedges” shall mean interest rate exchange, collar, cap, swap, adjustable strike cap,
adjustable strike corridor or similar agreements having terms, conditions and tenors that are
reasonably customary for borrowers such as the Borrowers entered into by the Borrowers and their
Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrowers and
their Subsidiaries of increasing floating rates of interest applicable to the Funded Debt.



     7.14 Construction.



     With respect to any construction and development engaged in by the Combined Parties, the
Borrowers shall or shall cause another Person to: (a) comply with all applicable regulations and
codes and (b) complete all such construction and development in accordance with approved plans and
specifications.



     7.15 Sales.



     If a Borrower or one of its Subsidiaries anticipates the sale, lease, transfer, encumbrance or
disposition of an Unencumbered Property (or equity interest therein) for consideration in excess of
$75,000,000, then five (5) Business Days prior to such Borrower (or Subsidiary) taking such action,
the Borrowers shall provide the Administrative Agent written notice of such action, together with a
certification as to compliance with the terms of this Credit Agreement, including, without
limitation, Section 7.2 (on a Pro Forma Basis), after giving effect to such action prepared and
executed by the chief financial officer or chief executive officer of BRT.



SECTION 8.




NEGATIVE COVENANTS




     Each Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect
and until the Obligations have been paid in full and the Commitments shall have terminated:



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     8.1 Indebtedness.



     No Borrower will, nor will it permit any of its Subsidiaries to, contract, create, incur,
assume or permit to exist any Indebtedness, except:




     (a) Indebtedness arising under this Credit Agreement and the other Credit Documents
and Indebtedness under the Revolving Credit Agreement;




     (b) Indebtedness in respect of current accounts payable and accrued expenses incurred
in the ordinary course of business; and




     (c) Other Indebtedness as long as, prior to and after giving effect thereto, the
Borrowers are otherwise in compliance with the terms of this Credit Agreement.



     provided that the Borrowers shall not permit any Subsidiary of a Borrower that is the
owner (or ground-lessee) of a Property that is treated as an Unencumbered Property, an Unencumbered
Construction-in-Process or Unencumbered Eligible Land under this Agreement to contract, create,
incur, assume or permit to exist any Recourse Indebtedness unless such Subsidiary becomes a
Guarantor as required pursuant to Section 7.12.



     8.2 Liens.



     No Borrower will, nor will it permit any of its Material Subsidiaries to, contract, create,
incur, assume or permit to exist any Lien with respect to any of its Properties or any other assets
of any kind (whether real or personal, tangible or intangible), whether now owned or after
acquired, except for Permitted Liens.



     8.3 Nature of Business.



     No Borrower will, nor will it permit any of its Subsidiaries to, alter the character of its
business from that conducted as of the Closing Date or engage in any business other than the
business conducted as of the Closing Date.



     8.4 Consolidation and Merger.



     No Borrower will, nor will it permit any of its Material Subsidiaries to, enter into any
transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section
8.4, (a) (i) any Person may merge into a Borrower in a transaction in which such Borrower is the
surviving Person; (ii) any Person may merge into any Material Subsidiary in a transaction in which
the surviving entity is a Material Subsidiary; and (iii) any Material Subsidiary may sell,
transfer, lease or otherwise dispose of its assets to a Borrower or to another Material Subsidiary;
provided that in each case the Borrowers execute and deliver such documents, instruments and
certificates as the Administrative Agent may reasonably request and after giving effect thereto no
Default



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or Event of Default exists; (b) upon prior written notification to the Administrative Agent,
any Material Subsidiary of a Borrower may be dissolved or liquidated so long as (1) after giving
effect thereto no Default or Event of Default exists, (2) any transfer of assets in connection
therewith to a Person that is not a Material Subsidiary shall be subject to Section 7.15, if
applicable, and (3) the Borrowers shall execute and deliver such documents, instruments and
certificates as the Administrative Agent may reasonably request; (c) upon prior written
notification to the Administrative Agent, as long as no Default or Event of Default exists, a
Material Subsidiary of a Borrower that has no assets and no revenues may be dissolved or liquidated
and (d) the Acquisition shall be permitted.



     8.5 Sale or Lease of Assets.




     (a) No Property may be conveyed, sold, leased, transferred or otherwise disposed of
unless the Borrowers comply with Section 7.15 (if applicable) and after giving effect
thereto no Default or Event of Default exists.




     (b) No equity interest in any Guarantor or Eligible Unencumbered Property Subsidiary
may be conveyed, sold, transferred or otherwise disposed of unless the Borrowers comply
with Section 7.15 (if applicable) and after giving effect thereto no Default or Event of
Default exists. Upon the disposition of an equity interest in a Guarantor in conformance
with the terms hereof, if after the disposition of such equity interest such Guarantor no
longer qualifies as the owner of any Unencumbered Properties the Lenders agree to release
such Guarantor from its obligations hereunder, and the Lenders hereby consent to the
Administrative Agent executing and delivering such releases as necessary to give effect to
such agreement.



     8.6 [Intentionally Omitted.]



     8.7 Restricted Payments.



     BOP will not, directly or indirectly, declare or pay any dividends or make any other
distribution upon any of its shares of beneficial interests or any shares of its capital stock of
any class or with respect to any of its membership or partnership interests; provided that BOP may
pay dividends or make distributions in any period of four (4) consecutive fiscal quarters in an
amount not to exceed, in the aggregate, the greater of (i) 95% of Funds From Operations for such
period or (ii) the minimum amount necessary for BRT to maintain its status as a REIT. Neither the
Borrower nor their Subsidiaries will repurchase any capital stock or shares of beneficial interest
(including the repurchase of stock or shares of beneficial interest that is retired, cancelled or
terminated) or other ownership interests (including options, warrants and stock appreciation
rights) if a Default or Event of Default exists or would occur after giving effect thereto.



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     8.8 Transactions with Affiliates.



     No Borrower will, nor will it permit any of its Subsidiaries to, enter into any transaction or
series of transactions, whether or not in the ordinary course of business, with any officer,
director, trustee, shareholder, Subsidiary or Affiliate other than on terms and conditions
substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a
Person other than an officer, director, trustee, shareholder, Subsidiary or Affiliate.



     8.9 Fiscal Year; Organizational Documents.



     No Borrower will, nor will it permit any of its Subsidiaries to, (a) change its fiscal year or
(b) change its articles or certificate of incorporation, its bylaws, its declaration of trust, its
limited liability company agreement, its articles or certificate of partnership or partnership
agreement or any other organization or formation documents in any manner that would have an adverse
effect of the rights of the Lenders under the Credit Documents; provided that (i) BRT may take such
action, with prior written notice to the Administrative Agent, as is necessary to maintain its
status as a REIT and (ii) the Borrowers will provide prompt written notice to the Administrative
Agent of any change to be made in compliance with the terms of this Section 8.9.



     8.10 Limitations.



     No Borrower will, nor will it permit any of its Subsidiaries to, directly or indirectly,
create or otherwise cause, incur, assume, suffer or permit to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any such Person to pay any
Indebtedness owed to the Borrowers; provided that a Subsidiary of a Borrower (which is not itself a
Credit Party) that obtains financing may agree with the provider of such financing to restrict
repayments of Indebtedness owing to the Borrowers.



     8.11 Other Negative Pledges.



     The Borrowers will not, and will not permit any of their Material Subsidiaries to, enter into,
assume or become subject to any agreement prohibiting or otherwise restricting the creation or
assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or
requiring the grant of any security for such obligation if security is given for some other
obligation, other than (i) as provided under the Loan Documents and the Revolving Credit Agreement,
(ii) restrictions on Secured Indebtedness and Unsecured Indebtedness set forth in the Indenture and
the Private Placement Notes, (iii) an agreement by a Borrower or one of its Subsidiaries with a
joint venture partner not to pledge its equity interest in such joint venture and (iv) an agreement
by a Borrower or one of its Subsidiaries in a mortgage or joint venture agreement to restrict Liens
on a particular property which is not an Unencumbered



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Property or on the equity interests in any particular entity which is not a Borrower or a
Material Subsidiary.



SECTION 9.




EVENTS OF DEFAULT




     9.1 Events of Default.



     An Event of Default shall exist upon the occurrence of any of the following specified events
(each an “Event of Default”):




     (a) Payment. The Borrowers shall default in the payment (i) when due of any
principal amount of any Loans or (ii) within three days of when due of any interest on the
Loans or any fees or other amounts owing hereunder, under any of the other Credit Documents
or in connection herewith.




     (b) Representations. Any representation, warranty or statement made or deemed
to be made by any Borrower or any of its Subsidiaries herein, in any of the other Credit
Documents, or in any statement or certificate delivered or required to be delivered
pursuant hereto or thereto shall prove untrue in any material respect on the date as of
which it was made or deemed to have been made or delivered.




     (c) Covenants. Any Borrower or any of its Subsidiaries shall:




     (i) default in the due performance or observance of any term, covenant or
agreement contained in Sections 7.2, 7.3, 7.10, 7.11, 7.12, 7.14 or 8.1 through
8.11 inclusive; or




     (ii) default in the due performance or observance by it of any term, covenant
or agreement contained in Section 7.1 and such default shall continue unremedied
for a period of five Business Days after the earlier of a Borrower becoming aware
of such default or notice thereof given by the Administrative Agent; or




     (iii) default in the due performance or observance by it of any term, covenant
or agreement (other than those referred to in subsections (a), (b) or (c)(i) or
(ii) of this Section 9.1) contained in this Credit Agreement and such default shall
continue unremedied for a period of at least 30 days after the earlier of a
Borrower becoming aware of such default or notice thereof given by the
Administrative Agent.




     (d) Other Credit Documents. (i) Any Credit Party shall default in the due
performance or observance of any term, covenant or agreement in any of the



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other Credit Documents and such default shall continue unremedied for a period of at
least 30 days after the earlier of a Borrower becoming aware of such default or notice
thereof given by the Administrative Agent or (ii) any Credit Document (or any provision of
any Credit Document) shall fail to be in full force and effect or any Borrower or any of
its Subsidiaries shall so assert or any Credit Document shall fail to give the
Administrative Agent and/or the Lenders the security interests, liens, rights, powers and
privileges purported to be created thereby.




     (e) Bankruptcy, etc. The occurrence of any of the following with respect to
any Borrower or any of its Significant Subsidiaries: (i) a court or Governmental Authority
having jurisdiction in the premises shall enter a decree or order for relief in respect of
any Borrower or any of its Significant Subsidiaries in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or
appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of any Borrower or any of its Significant Subsidiaries or for any substantial part
of its property or ordering the winding up or liquidation of its affairs; or (ii) an
involuntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect is commenced against any Borrower or any of its Significant
Subsidiaries and such petition remains unstayed and in effect for a period of 60
consecutive days; or (iii) any Borrower or any of its Significant Subsidiaries shall
commence a voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of
such Person or any substantial part of its property or make any general assignment for the
benefit of creditors; or (iv) any Borrower or any of its Significant Subsidiaries shall be
generally unable or shall admit in writing its inability to pay its debts generally as they
become due or any action shall be taken by such Person in furtherance of any of the
aforesaid purposes.




     (f) Defaults under Other Agreements. With respect to any Recourse Indebtedness
(other than Indebtedness outstanding under this Credit Agreement) of any Borrower or any of
its Subsidiaries in an aggregate principal amount equal to or in excess of $50,000,000, (i)
a Borrower or one of its Subsidiaries shall (A) default in any payment (beyond the
applicable grace period with respect thereto, if any) with respect to any such Recourse
Indebtedness, or (B) default (after giving effect to any applicable grace period) in the
observance or performance of any term, covenant or agreement relating to such Recourse
Indebtedness or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event or condition shall occur or condition exist, the effect of
which default or other event or condition is to cause, or permit, the holder or holders of
such Recourse Indebtedness (or a trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is



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required) any such Recourse Indebtedness to become due prior to its stated maturity;
or (ii) any such Recourse Indebtedness shall be declared due and payable, or required to be
prepaid other than by a regularly scheduled required prepayment prior to the stated
maturity thereof; or (iii) any such Indebtedness shall mature and remain unpaid.




     (g) Judgments. One or more judgments, orders, or decrees shall be entered
against any one or more of any Borrower or any of its Subsidiaries involving a liability of
$25,000,000 or more, in the aggregate (to the extent not paid or covered by insurance
provided by a carrier who has acknowledged coverage), and such judgments, orders or decrees
(i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall
continue unsatisfied, undischarged and unstayed for a period ending on the first to occur
of (A) the last day on which such judgment, order or decree becomes final and unappealable
or (B) 20 days.




     (h) ERISA Events. The occurrence of any of the following events or conditions,
unless such event or occurrence would not have or be reasonably expected to have a Material
Adverse Effect: (1) any “accumulated funding deficiency,” as such term is defined in
Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist with
respect to any Plan, or any lien shall arise on the assets of a Borrower, any Subsidiary of
a Borrower or any ERISA Affiliate in favor of the PBGC or a Plan; (2) an ERISA Event shall
occur with respect to a Single Employer Plan, which is, in the reasonable opinion of the
Administrative Agent, likely to result in the termination of such Plan for purposes of
Title IV of ERISA; (3) an ERISA Event shall occur with respect to a Multiemployer Plan or
Multiple Employer Plan, which is, in the reasonable opinion of the Administrative Agent,
likely to result in (i) the termination of such Plan for purposes of Title IV of ERISA, or
(ii) a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate incurring any
liability in connection with a withdrawal from, reorganization of (within the meaning of
Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such
Plan; or (4) any prohibited transaction (within the meaning of Section 406 of ERISA or
Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may
subject a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate to any liability
under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under
any agreement or other instrument pursuant to which a Borrower, any Subsidiary of a
Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against
any such liability.




     (i) REIT Status. BRT does not maintain its REIT status or is no longer deemed
to be a REIT.



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     (j) Revolving Credit Agreement. An “Event of Default” shall occur and be
continuing under the Revolving Credit Agreement.



     9.2 Acceleration; Remedies.



     Upon the occurrence of an Event of Default, and at any time thereafter unless and until such
Event of Default has been waived in writing by the Required Lenders (or the Lenders as may be
required hereunder), the Administrative Agent shall, upon the request and direction of the Required
Lenders, by written notice to the Borrowers, take any of the following actions without prejudice to
the rights of the Administrative Agent or any Lender to enforce its claims against the Borrowers,
except as otherwise specifically provided for herein:




     (a) Termination of Commitments. Declare the Commitments terminated whereupon
the Commitments shall be immediately terminated.




     (b) Acceleration of Loans. Declare the unpaid principal of and any accrued
interest in respect of all Loans and any and all other indebtedness or obligations of any
and every kind owing by a Borrower to any of the Lenders hereunder to be due whereupon the
same shall be immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrowers.




     (c) Enforcement of Rights. Enforce any and all rights and interests created
and existing under the Credit Documents, including, without limitation, all rights and
remedies against a Guarantor and all rights of set-off.


Notwithstanding the foregoing, if an Event of Default specified in Section 9.1(e) shall occur, then
the Commitments shall automatically terminate and all Loans, all accrued interest in respect
thereof, all accrued and unpaid fees, and all other indebtedness or obligations owing to the
Lenders hereunder shall automatically and immediately become due and payable without the giving of
any notice or other action by the Administrative Agent or the Lenders, which notice or other action
is expressly waived by the Borrowers.



Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent,
each Lender has, to the extent permitted by law, a separate right of payment and shall be
considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of
the Bankruptcy Code or any other insolvency statute.




     9.3 Allocation of Payments After Event of Default.



     Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during
the continuance of an Event of Default, all amounts collected or received by the Administrative
Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be
paid over or delivered as follows:



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     FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including
without limitation reasonable attorneys’ fees) of the Administrative Agent in connection
with enforcing the rights of the Lenders under the Credit Documents;




     SECOND, to payment of any fees owed to the Administrative Agent;




     THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including,
without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with
enforcing its rights under the Credit Documents;




     FOURTH, to the payment of all accrued fees and interest payable to the Lenders
hereunder;




     FIFTH, to the payment of the outstanding principal amount of the Loans;




     SIXTH, to all other Obligations which shall have become due and payable under the
Credit Documents and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and




     SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to
receive such surplus.


In carrying out the foregoing, (a) amounts received shall be applied in the numerical order
provided until exhausted prior to application to the next succeeding category; and (b) each of the
Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then
outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied pursuant to clauses “THIRD”, “FOURTH,” “FIFTH,” and “SIXTH” above.




SECTION 10.




AGENCY PROVISIONS




     10.1 Appointment.



     Each Lender hereby designates and appoints Citizens Bank of Pennsylvania as Administrative
Agent of such Lender to act as specified herein and in the other Credit Documents, and each Lender
hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on
its behalf under the provisions of this Credit Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated by the terms hereof and of
the other Credit Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents,
the Administrative Agent shall not have any duties or responsibilities, except those expressly set
forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Credit
Agreement or any of the other Credit Documents,



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or shall otherwise exist against the Administrative Agent. The provisions of this Section are
solely for the benefit of the Administrative Agent and the Lenders and none of the Borrowers or
their Subsidiaries shall have any rights as a third party beneficiary of the provisions hereof. In
performing its functions and duties under this Credit Agreement and the other Credit Documents, the
Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation or relationship of agency or trust with or for any
Borrowers or their Subsidiaries.



     10.2 Delegation of Duties.



     The Administrative Agent may execute any of its duties hereunder or under the other Credit
Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.



     10.3 Exculpatory Provisions.



     No Agent-Related Person shall be (a) liable for any action lawfully taken or omitted to be
taken by it under or in connection herewith or in connection with any of the other Credit Documents
(except for such Person’s own gross negligence or willful misconduct) or (b) responsible in any
manner to any of the Lenders for any recitals, statements, representations or warranties made by
any of the Borrowers or their Subsidiaries contained herein or in any of the other Credit Documents
or in any certificate, report, document, financial statement or other written or oral statement
referred to or provided for in, or received by an Agent-Related Person under or in connection
herewith or in connection with the other Credit Documents, or the enforceability or sufficiency of
this Credit Agreement or any of the other Credit Documents, or for any failure of the Borrowers or
their Subsidiaries to perform their obligations hereunder or thereunder. No Agent-Related Person
shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for
any representations, warranties, recitals or statements made herein or therein or made by the
Borrowers or their Subsidiaries in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in connection herewith or
therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the
Borrowers or their Subsidiaries to an Agent-Related Person or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of
the Loans or of the existence or possible existence of any Default or Event of Default or to
inspect the properties, books or records of the Borrowers or their Subsidiaries. No Agent-Related
Person is a trustee for the Lenders or owes any fiduciary duty to the Lenders.



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     10.4 Reliance on Communications.



     The Administrative Agent shall be entitled to rely, and shall be fully protected in relying,
upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without limitation, counsel
to any of the Borrowers or their Subsidiaries, independent accountants and other experts selected
by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat each
Lender as the owner of its interests hereunder for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in
accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Credit Agreement or under any of the other Credit Documents
unless it shall first receive such advice or concurrence of the Required Lenders (or, to the extent
provided in Section 11.6, all of the Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and expense (other
than any liability or expense resulting from the gross negligence or willful misconduct of the
Administrative Agent) which may be incurred by it by reason of taking or continuing to take any
such action. The Agent-Related Persons shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or under any of the other Credit Documents in accordance with a
request of the Required Lenders (or to the extent specifically provided in Section 11.6, all the
Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders (including their successors and assigns).



     10.5 Notice of Default.



     The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default hereunder unless the Administrative Agent has received notice from
a Lender or a Borrower referring to the applicable Credit Document, describing such Default or
Event of Default and stating that such notice is a “notice of default.” In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required Lenders (or, to the
extent provided in Section 11.6, all of the Lenders).



     10.6 Non-Reliance on Administrative Agent and Other Lenders.



     Each Lender expressly acknowledges that no Agent-Related Person has made any representations
or warranties to it and that no act by any Agent-Related Person hereafter taken, including any
review of the affairs of any Borrower or its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person or any



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other Lender. Each Lender represents to the Administrative Agent and the Arranger that it has,
independently and without reliance upon any Agent-Related Person or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Borrowers and their Subsidiaries and made its own decision to
make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit analysis, appraisals and decisions in taking or not taking action under this Credit
Agreement, and to make such investigation as it deems necessary to inform itself as to the
business, assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrowers and their Subsidiaries. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder,
no Agent-Related Person shall have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, operations, assets, property, financial or other
conditions, prospects or creditworthiness of the Borrowers and their Subsidiaries which may come
into the possession of any Agent-Related Person.



     10.7 Indemnification.



     The Lenders agree to indemnify each Agent-Related Person (to the extent not reimbursed by the
Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to
their respective Commitments (or if the Commitments have expired or been terminated, in accordance
with the respective principal amounts of outstanding Loans and Participation Interests of the
Lenders), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including without limitation at any time following payment in full of the Obligations) be
imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or
arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent-Related Person under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or willful misconduct of such Agent-Related
Person. If any indemnity furnished to the Administrative Agent for any purpose shall, in the
opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent
may call for additional indemnity and cease, or not commence, to do the acts indemnified against
until such additional indemnity (except against its gross negligence or willful misconduct) is
furnished. The agreements in this Section 10.7 shall survive the payment of the



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Obligations and all other amounts payable hereunder and under the other Credit Documents.



     10.8 Administrative Agent in Its Individual Capacity.



     The Person serving as the Administrative Agent and its Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrowers and their
Subsidiaries as though the Person serving as the Administrative Agent were not the Administrative
Agent hereunder. With respect to the Loans made and all obligations owing to it, the Person serving
as the Administrative Agent shall have the same rights and powers under this Credit Agreement as
any Lender and may exercise the same as though it were not the Administrative Agent, and the terms
“Lender” and “Lenders” shall include the Person serving as the Administrative Agent in its
individual capacity.



     10.9 Successor Agent.



     The Administrative Agent (a) may, at any time, resign upon 20 days written notice to the
Lenders or (b) may be removed for willful misconduct or gross negligence by written notice from the
Required Lenders; provided that no consent of the Borrowers shall be required during the existence
and continuation of an Event of Default. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent. In the case of the Administrative
Agent’s resignation or removal, if no successor Administrative Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 45 days after the notice
of resignation or removal, then the retiring Administrative Agent shall select a successor
Administrative Agent provided such successor is a Lender hereunder or an Eligible Assignee. If no
such successor shall have been appointed by the Administrative Agent, and shall have accepted such
appointment, within 45 days after such notice of resignation, such notice shall nevertheless become
effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor as provided above. Upon the
acceptance of any appointment as the Administrative Agent hereunder by a successor, if any, such
successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or
removed Administrative Agent shall be discharged from its duties and obligations as the
Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents
and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was the Administrative Agent under this Credit Agreement.



     Any syndication agent or documentation agent hereunder may resign at any time without any
requirement that a successor syndication agent or documentation agent, respectively, be appointed
in its stead.



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SECTION 11.




MISCELLANEOUS




     11.1 Notices.



     Except as otherwise expressly provided herein, all notices and other communications shall have
been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or
other facsimile device), (c) the Business Day following the day on which the same has been
delivered prepaid or on an invoice arrangement to a reputable national overnight air courier
service, or (d) the third Business Day following the day on which the same is sent by certified or
registered mail, postage prepaid, in each case to the respective parties at the address or telecopy
numbers set forth on Schedule 11.1, or at such other address or numbers as such party may
specify by written notice to the other parties hereto.



     11.2 Right of Set-Off.



     In addition to any rights now or hereafter granted under applicable law or otherwise, and not
by way of limitation of any such rights, upon the occurrence of an Event of Default and the
commencement of remedies described in Section 9.2, each Lender is authorized at any time and from
time to time, without presentment, demand, protest or other notice of any kind (all of which rights
being hereby expressly waived), to set off and to appropriate and apply any and all deposits
(general or special) and any other indebtedness at any time held or owing by such Lender
(including, without limitation, branches, agencies or Affiliates of such Lender wherever located)
to or for the credit or the account of any Borrower or its Subsidiaries against obligations and
liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents
or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any
demand hereunder and although such obligations, liabilities or claims, or any of them, may be
contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon
the occurrence of an Event of Default even though such charge is made or entered on the books of
such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a
participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may
exercise all rights of set-off with respect to its participation interest as fully as if such
Person were a Lender hereunder.



     11.3 Benefit of Agreement.




     (a) Generally. This Credit Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the parties
hereto; provided that none of the Borrowers may assign and transfer any of its interests,
rights or obligations under any Credit Document (except as



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permitted by Sections 8.4 or 8.5) without the prior written consent of all of the
Lenders (and any attempt at such assignment or transfer without such consent shall be null
and void); and provided further that the rights of each Lender to transfer, assign or grant
participations in its rights and/or obligations hereunder shall be limited as set forth in
subsections (b) and (c) of this Section 11.3. Notwithstanding the above (including anything
set forth in subsections (b) and (c) of this Section 11.3), nothing herein shall restrict,
prevent or prohibit any Lender from (A) pledging or assigning a security interest in its
rights hereunder or under its Notes, if any, to secure obligations of such Lender,
including any pledge or assignment to a Federal Reserve Bank in support of borrowings made
by such Lender from such Federal Reserve Bank; provided that no such pledge or assignment
shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto, or (B) granting assignments or
participations in such Lender’s Loans and/or Commitments hereunder to its parent company
and/or to any Affiliate of such Lender or to any existing Lender or Affiliate thereof.




     (b) Assignments. In addition to the assignments permitted by Section 11.3(a),
each Lender may, with the prior written consent of the Borrowers and the Administrative
Agent (provided that no consent of the Borrowers shall be required during the existence and
continuation of an Event of Default), which consent shall not be unreasonably withheld or
delayed, assign all or a portion of its rights and obligations hereunder pursuant to an
assignment agreement substantially in the form of Exhibit 11.3 to one or more Eligible
Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of
$5,000,000 of the Loans and Commitments and in integral multiples of $1,000,000 above such
amount (or the remaining amount of Loans and Commitments held by such Lender) and (ii) each
such assignment shall be of a constant, not varying, percentage of all of the assigning
Lender’s rights and obligations under the Loans and Commitment being assigned. Any
assignment hereunder shall be effective upon satisfaction of the conditions set forth above
and delivery to the Administrative Agent of a duly executed assignment agreement together
with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon
the effectiveness of any such assignment, the assignee shall become a “Lender” for all
purposes of this Credit Agreement and the other Credit Documents and, to the extent of such
assignment, the assigning Lender shall be relieved of its obligations hereunder to the
extent of the Loans and Commitment components being assigned. The Borrowers agree that upon
notice of any assignment to an assignee that was not theretofore a Lender, they will
promptly provide to such assignee a new Note. Each Lender agrees that, in the event it
assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s)
executed by the Borrowers in its favor.



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     By executing and delivering an assignment agreement in accordance with this Section
11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim and the assignee warrants that it is
an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender
makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Credit
Agreement, any of the other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Credit Agreement, any of the other Credit
Documents or any other instrument or document furnished pursuant hereto or thereto or the
financial condition of any Borrower or its Subsidiaries or the performance or observance by
any Credit Party of any of its obligations under this Credit Agreement, any of the other
Credit Documents or any other instrument or document furnished pursuant hereto or thereto;
(iii) such assigning Lender and such assignee each represents and warrants that it is
legally authorized to enter into such assignment agreement; (iv) such assignee confirms
that it has received a copy of this Credit Agreement, the other Credit Documents and such
other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such assignment agreement; (v) such assignee will
independently and without reliance upon the Administrative Agent, such assigning Lender or
any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under
this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and
authorizes the Administrative Agent to take such action on its behalf and to exercise such
powers under this Credit Agreement or any other Credit Document as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all the obligations which by the terms of this Credit Agreement
and the other Credit Documents are required to be performed by it as a Lender.




     (c) Participations. Each Lender may, without the consent of, or notice to, the
Borrowers or the Administrative Agent, sell, transfer or grant participations in all or any
part of such Lender’s interests and obligations hereunder; provided that (i) such selling
Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling
Lender’s obligations under the Credit Documents remaining unchanged) and the participant
shall not constitute a Lender hereunder, and the Borrowers, the Administrative Agent and
the other Lenders shall continue to deal exclusively with such selling Lender, and (ii) no
such participant shall have, or be granted, rights to approve any amendment or waiver
relating to this



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Credit Agreement or the other Credit Documents except to the extent any such amendment
or waiver would (A) reduce the principal of or rate of interest on or fees in respect of
any Loans in which the participant is participating or increase any Commitments with
respect thereto, or (B) postpone the date fixed for any payment of principal (including the
extension of the final maturity of any Loan or the date of any mandatory prepayment, other
than pursuant to Section 3.5), interest or fees in which the participant is participating.
In the case of any such participation, the participant shall not have any rights under this
Credit Agreement or the other Credit Documents (the participant’s rights against the
selling Lender in respect of such participation to be those set forth in the participation
agreement with such Lender creating such participation) and all amounts payable by the
Borrowers hereunder shall be determined as if such Lender had not sold such participation;
provided, however, that such participant shall be entitled to receive additional amounts
under Sections 3.9, 3.12, 3.13 and 3.14 to the same extent that the Lender from which such
participant acquired its participation would be entitled to the benefit of such cost
protection provisions.




     (d) The Administrative Agent shall maintain at the Administrative Agent’s office at
the Agency Services Address a copy of each assignment agreement delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Credit Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrowers and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.



     11.4 No Waiver; Remedies Cumulative.



     No failure or delay on the part of the Administrative Agent or any Lender in exercising any
right, power or privilege hereunder or under any other Credit Document and no course of dealing
between the Borrowers and the Administrative Agent or any Lender shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege hereunder or under any
other Credit Document preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights and remedies provided herein are
cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any
Credit Party to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or
further action in any circumstances without notice or demand.



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     11.5 Payment of Expenses; Indemnification.



     The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and
expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation,
execution and delivery, syndication and administration of this Credit Agreement and the other
Credit Documents and the documents and instruments referred to therein (including, without
limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any
amendment, waiver or consent relating hereto and thereto including, but not limited to, any such
amendments, waivers or consents resulting from or related to any work-out, renegotiation or
restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the
Agent-Related Persons and the Lenders in connection with (A) enforcement of the Credit Documents
and the documents and instruments referred to herein and therein, including, without limitation, in
connection with any such enforcement, the reasonable fees and disbursements of counsel for the
Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a
Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and
its officers, directors, employees, representatives, Affiliates and agents from and hold each of
them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any
of them as a result of, or arising out of, or in any way related to, or by reason of, any
investigation, litigation or other proceeding (whether or not any Agent-Related Person or any
Lender is a party thereto) related to (i) the entering into and/or performance of any Credit
Document or the use of proceeds of any Extensions of Credit or the consummation of any other
transactions contemplated in any Credit Document, including, without limitation, the reasonable
fees and disbursements of counsel incurred in connection with any such investigation, litigation or
other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the
extent incurred by reason of the gross negligence or willful misconduct on the part of the Person
to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.



     11.6 Amendments, Waivers and Consents.



     Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or
thereof may be amended, changed, waived, discharged or terminated unless such amendment, change,
waiver, discharge or termination is in writing and signed by the Required Lenders and the
Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without
the written consent of each Lender affected thereby:




     (a) extend the final maturity of any Loan or any portion thereof or postpone any other
date fixed for any payment of principal (other than in accordance with Section 3.5(b));



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     (b) reduce the rate or extend the time of payment of interest (other than as a result
of waiving the applicability of any post-default increase in interest rates) thereon or
fees hereunder;




     (c) reduce or waive the principal amount of any Loan;




     (d) change the Commitment of a Lender from the amount thereof in effect, other than
pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the
Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the
making of incremental Commitments described in Section 2.7 shall require only the consent
of those Lenders making such incremental Commitments);




     (e) release either Borrower from its obligations, or release all or substantially all
of the Guarantors from their obligations, under the Credit Documents; provided that the
Administrative Agent may release a Guarantor in accordance with Section 8.5 or in
accordance with Section 11.19;




     (f) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or
9.1(a), or any provision of any Credit Document which, by its express terms, requires the
consent, approval, agreement or satisfaction of all of the Lenders;




     (g) reduce any percentage specified in, or otherwise modify, the definition of
Required Lenders; or




     (h) consent to the assignment or transfer by any Credit Party of any of its rights and
obligations under (or in respect of) the Credit Documents other than any assignment or
transfer by a Guarantor permitted under this Credit Agreement.


If any amendment, waiver or consent with respect to the Credit Documents has been delivered in
writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires
only the approval of the Required Lenders to become effective, then such Lender shall have ten
Business Days from the date of receipt of such amendment, waiver or consent to respond thereto.
Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an
approval by such Lender of such amendment, waiver or consent.



Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after
obtaining the consent of each of the Lenders electing to increase its respective Commitment and no
other consent by any Lender not electing to increase its Commitment shall be required for any such
increase in the Committed Amount.



Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances
as set forth above, (x) each Lender is entitled to vote as such Lender sees


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fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the
provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions
set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.



If, in connection with any proposed amendment, change, waiver, discharge or termination of this
Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrowers shall have the right to replace all, but not less than all, of such
non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one
or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such
non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as
at the time of such replacement each such new Lender consents to the proposed amendment, change,
waiver, discharge or termination.




     Notwithstanding anything to the contrary set forth herein, in the event that the Borrowers and
the lenders under the Revolving Credit Agreement enter into any amendment, waiver or consent in
respect of the representations, covenants or defaults set forth in Sections 6, 7, 8 or 9 of the
Revolving Credit Agreement, then such amendment, waiver or consent shall apply automatically to any
comparable provision in this Credit Agreement without the consent of the Administrative Agent or
the Lenders and without any further action by the Administrative Agent, the Lenders or the
Borrowers. Any such automatic amendment, waiver or consent will become effective only in the
specific instance and for the specific instance and for the specific purpose for which it is given.
The Borrowers agree to provide promptly to the Administrative Agent and each Lender a copy of such
amendment, waiver or consent under the Revolving Credit Agreement.



     11.7 Counterparts/Telecopy.



     This Credit Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the same
instrument. Delivery of executed counterparts by telecopy or other electronic means shall be as
effective as an original and shall constitute a representation that an original will be delivered.



     11.8 Headings.



     The headings of the sections and subsections hereof are provided for convenience only and
shall not in any way affect the meaning or construction of any provision of this Credit Agreement.



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     11.9 Defaulting Lender.



     Each Lender understands and agrees that if such Lender is a Defaulting Lender then
notwithstanding the provisions of Section 11.6 it shall not be entitled to vote on any matter
requiring the consent of the Required Lenders or to object to any matter requiring the consent of
all the Lenders; provided, however, that all other benefits and obligations under the Credit
Documents shall apply to such Defaulting Lender.



     11.10 Survival of Indemnification and Representations and Warranties.



     All indemnities set forth herein and all representations and warranties made herein shall
survive the execution and delivery of this Credit Agreement, the making of the Loans, the repayment
of the Loans and other Obligations and the termination of the Commitments hereunder.



     11.11 Governing Law; Jurisdiction.




     (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or
proceeding with respect to this Credit Agreement or any other Credit Document may be
brought in the courts of the State of New York in New York County, or of the United States
for the Southern District of New York and, by execution and delivery of this Credit
Agreement, each Borrower hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of such courts. Each Borrower
further irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1,
such service to become effective 15 days after such mailing. Nothing herein shall affect
the right of a Lender to serve process in any other manner permitted by law or to commence
legal proceedings or to otherwise proceed against a Borrower in any other jurisdiction.
Each Borrower agrees that a final judgment in any action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law; provided that nothing in this Section 11.11(a) is intended to impair a
Borrower’s right under applicable law to appeal or seek a stay of any judgment.




     (b) Each Borrower hereby irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Credit Agreement or any other Credit Document in
the courts referred to in subsection (a) hereof and hereby further irrevocably waives and
agrees not to plead or claim in any such



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court that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.



     11.12 Waiver of Jury Trial.



     EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT,
ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.



     11.13 Time.



     All references to time herein shall be references to Eastern Standard Time or Eastern Daylight
Time, as the case may be, unless specified otherwise.



     11.14 Severability.



     If any provision of any of the Credit Documents is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining provisions shall remain in
full force and effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.



     11.15 Entirety.



     This Credit Agreement together with the other Credit Documents represent the entire agreement
of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or
written, if any, including any commitment letters or correspondence relating to the Credit
Documents or the transactions contemplated herein and therein.



     11.16 Binding Effect.




     (a) This Credit Agreement shall become effective at such time as all of the conditions
set forth in Section 5.1 have been satisfied or waived by the Lenders and it shall have
been executed by the Borrowers and the Administrative Agent, and the Administrative Agent
shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear
the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon
and inure to the benefit of the Borrowers, the Administrative Agent and each Lender and
their respective successors and assigns.




     (b) This Credit Agreement shall be a continuing agreement and shall remain in full
force and effect until all Loans, interest, fees and other Obligations have been paid in
full and all Commitments have been terminated. Upon



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termination, the Borrowers shall have no further obligations (other than the
indemnification provisions that survive) under the Credit Documents; provided that should
any payment, in whole or in part, of the Obligations be rescinded or otherwise required to
be restored or returned by the Administrative Agent or any Lender, whether as a result of
any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents
shall automatically be reinstated and all amounts required to be restored or returned and
all costs and expenses incurred by the Administrative Agent or any Lender in connection
therewith shall be deemed included as part of the Obligations.



     11.17 Confidentiality.



     Each Lender agrees that it will use its reasonable best efforts to keep confidential and to
cause any representative designated under Section 7.11 to keep confidential any non-public
information from time to time supplied to it under any Credit Document; provided, however, that
nothing herein shall prevent the disclosure of any such information to (a) the extent a Lender in
good faith believes such disclosure is required by Requirement of Law, (b) counsel for a Lender or
to its accountants and other advisors, (c) bank examiners, auditors or comparable Persons or any
regulatory body having jurisdiction over a Lender, (d) any Affiliate of a Lender, (e) any other
Lender, or any assignee, transferee or participant, or, subject to an agreement containing
provisions substantially the same as those of this Section, (i) any potential assignee, transferee
or participant, of all or any portion of any Lender’s rights under this Credit Agreement who is
notified of the confidential nature of the information or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and
their obligations, (f) any other Person in connection with any litigation to which any one or more
of the Lenders is a party or (g) any other Person to whom disclosure of such information a Lender
believes is necessary or appropriate in its reasonable judgment in connection with the exercise of
remedies or enforcement of rights hereunder; and provided further that no Lender shall have any
obligation under this Section 11.17 to the extent any such information becomes available on a
non-confidential basis from a source other than a Borrower or its Subsidiaries or that any
information becomes publicly available other than by a breach of this Section 11.17.



     11.18 Further Assurances.



     The Borrowers agree, upon the request of the Administrative Agent, to promptly take such
actions as are necessary to carry out the intent of this Credit Agreement and the other Credit
Documents.



     11.19 Release of Guarantors.



     If a Guarantor no longer qualifies as the owner of Unencumbered Properties or becomes an
Eligible Subsidiary, then, as long as no Default or Event of Default exists



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after giving effect to such event, the Lenders agree to release such Guarantor from its
obligations hereunder.



     11.20 USA PATRIOT Act.



     Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrowers, which information includes the
name and address of the Borrowers and other information that will allow such Lender to identify the
Borrowers in accordance with the Act.



     11.21 Limitation on Liability.



     Each Borrower waives any right to assert or make any claim against any Lender or the
Administrative Agent for (or to sue any Lender or the Administrative Agent upon any claim for) any
special, indirect, incidental, punitive or consequential damages in respect of any breach or
wrongful conduct (whether the claim is based on contract, tort or duty imposed by law) in
connection with, arising out of or in any way related to this Agreement, any other Credit Document
or the transactions contemplated hereby or thereby, or any act, omission or event in connection
therewith.



{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}




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     Each of the parties hereto has caused a counterpart of this Term Loan Agreement to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	BORROWERS:	 	BRANDYWINE REALTY TRUST,	 	 
	 	 	a Maryland real estate investment trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Gerard H. Sweeney	 	 
	 	 	 	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BRANDYWINE OPERATING PARTNERSHIP,	 	 
	 	 	L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Brandywine Realty Trust, a Maryland real estate investment trust, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Gerard H. Sweeney	 	 
	 

	 	 	 	 	 	 	 	Title: President and Chief
Executive Officer	 	 






 









 





LENDER:




	 	 	 	 	 
	 	CITIZENS BANK OF PENNSYLVANIA,
 as Administrative Agent and individually as Lender

 	 
	 	By:  	 	 
	 	 	Name:  	Kellie Anderson 	 
	 	 	Title:  	Vice President