UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2004
Brandywine Realty Trust	
	
(Exact name of issuer as specified in charter)	

MARYLAND	 	001-09106	 	23-2413352	
(State or Other Jurisdiction
of Incorporation or Organization)	 	(Commission
file number)	 	(I.R.S. Employer
Identification Number)	

401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462	
(Address of principal executive offices)	

 	
(610) 325-5600	
(Registrant’s telephone number, including area code)	

 
Item 1.01.     Entry into a Material Definitive Agreement.
     Effective September 10, 2004, our revolving credit agreement was amended. We have attached to this Form 8-K (and incorporate herein by reference) a copy of Amendment No. 1 to Credit Agreement.
Item 8.01 Other Events.
     We have received a commitment from affiliates of Bear, Stearns & Co. and J.P. Morgan Securities Inc. for term loan facilities that aggregate $450 million. We anticipate that the term loan facilities will be comprised of a $335 million loan maturing in May 2007 and a $115 million loan maturing in September 2008. We anticipate that the amount of the commitment, as well as the amount of loans made pursuant to the commitment, will be subject to reduction or mandatory prepayment in the event that we complete equity or debt financings. We expect that Brandywine Realty Trust and our Operating Partnership will be co-obligors under the new term loan facilities and that most of our subsidiaries will provide guarantees of our payment obligations under the facilities. We expect to use the net proceeds from borrowings under the term loan facilities to fund a portion of the purchase price and related transaction costs payable in connection with our pending acquisition of The Rubenstein Company, L.P. We anticipate that the term loans will bear interest, at our option, at (A) a “base rate” equal to the higher of (1) the prime lending rate or (2) the federal funds effective rate from time to time plus 0.5%, plus a margin that varies between 0.05% and 0.95% per annum depending on our credit ratings, whether our revolving credit facility is outstanding for more than 90 days and our leverage ratio, or (B) a “eurodollar rate” equal to the rate at which eurodollar deposits are offered in the interbank eurodollar market for terms of one, two, three or six months, as selected by us, plus a margin that varies between 1.05% and 1.95% per annum depending on our credit ratings, whether our revolving credit facility is outstanding for more than 90 days and our leverage ratio. The commitment is subject to conditions, including consummation of the Rubenstein acquisition and the completion of definitive loan documentation, which is anticipated to contain substantially similar financial covenants, other covenants, representations and warranties, events of default and conditions to closing as those contained in our revolving credit facility.
Item 9.01.     Financial Statements and Exhibits.
          (c)         Exhibits
        10.1         Amendment No. 1 to Credit Agreement

 
Signatures
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 	Brandywine Realty Trust	

 	 	 	
Date: September 13, 2004	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	Gerard H. Sweeney
President and Chief Executive Officer	

EXHIBIT INDEX
Exhibit
   No.	 	Description	
	 		
10.1	Amendment No. 1 to Credit Agreement	

                       AMENDMENT NO. 1 TO CREDIT AGREEMENT
                       -----------------------------------

         This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "AMENDMENT") is made as
of September 10, 2004 by and among BRANDYWINE REALTY TRUST ("BRT"), a Maryland
real estate investment trust, and BRANDYWINE OPERATING PARTNERSHIP, L.P.
("BOP"), a Delaware limited partnership (collectively, the "BORROWERS"), certain
Subsidiaries of the Borrowers, as Guarantors, the Lenders party hereto and
JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (the
"ADMINISTRATIVE AGENT"), as Swing Lender and as Issuing Lender.

         WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent are parties to a Credit Agreement dated as of May 24, 2004
(the "CREDIT AGREEMENT"), pursuant to which the Lenders have agreed to make
loans and extend credit to the Borrowers on the terms and conditions set forth
therein;

         WHEREAS, the Borrowers are seeking to acquire a portfolio of assets and
partnership interests of The Rubenstein Company, L.P. (the "ACQUISITION");

         WHEREAS, in connection with the Acquisition, the Borrowers have
requested that the Lenders amend certain financial covenants contained in the
Credit Agreement for a period following the Acquisition; and

         WHEREAS, the Lenders are willing to so amend certain financial
covenants contained in the Credit Agreement on the terms and conditions set
forth herein;

         NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and fully intending to be legally bound by this Amendment,
the parties hereto agree as follows:

         1. DEFINITIONS. Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.

         2. AMENDMENTS TO CREDIT AGREEMENT. As of the Effective Date (as defined
in ss.4 hereof) the Credit Agreement is hereby amended as follows:

                  2.1. NEW DEFINITIONS. Section 1.1 of the Credit Agreement is
         amended by adding the following new definitions of "Amendment Effective
         Date", "Pre-Stabilized Acquisition Properties", "Senior Term Loan
         Credit Facility" and "Step-back Date" to Section 1.1 in the appropriate
         alphabetical order:

                           ""AMENDMENT EFFECTIVE DATE" means September 10, 2004,
                  which is the effective date of Amendment No. 1 to this Credit
                  Agreement.

                                       1

                           "PRE-STABILIZED ACQUISITION PROPERTIES" means the
                  Properties located at (i) 555 Radnor Financial Center, Radnor,
                  Pennsylvania, (ii) 130-170 Radnor Financial Center, Radnor,
                  Pennsylvania and (iii) 201 Radnor Financial Center, Radnor,
                  Pennsylvania.

                           "SENIOR TERM LOAN CREDIT FACILITY" means the
                  Borrowers' $450,000,000 term loan credit facility for which
                  Bear Stearns Corporate Lending Inc. acts as administrative
                  agent.

                           "STEP-BACK DATE" has the meaning set forth in Section
                  7.2(d)."

                  2.2. DEFINITION OF LEVERAGE RATIO. The definition of "Leverage
         Ratio" set forth in Section 1.1 of the Credit Agreement is amended by
         adding the following proviso at the end of such definition:

                           "; provided that from the Amendment Effective Date
                  until October 1, 2005, Total Asset Value shall be calculated
                  by using the value at cost of the Pre-Stabilized Acquisition
                  Properties in lieu of the Property Value of the Pre-Stabilized
                  Acquisition Properties".

                  2.3. DEFINITION OF UNENCUMBERED PROPERTY VALUE. The definition
         of "Unencumbered Property Value" set forth in Section 1.1 of the Credit
         Agreement is amended by adding the following proviso at the end of such
         definition:

                           "; provided that from the Amendment Effective Date
                  until October 1, 2005, Unencumbered Property Value shall be
                  calculated by using the value at cost of the Pre-Stabilized
                  Acquisition Properties (so long as such Properties constitute
                  Unencumbered Properties) instead of the Property Value of the
                  Pre-Stabilized Acquisition Properties".

                  2.4. LEVERAGE RATIO. Section 7.2(d) of the Credit Agreement is
         amended and restated in its entirety to read as follows:

                           "(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 (i) .55 to 1.0 from the date hereof
                  until the Amendment Effective Date, (ii) .60 to 1.0 from the
                  Amendment Effective Date until the earlier of (A) March 31,
                  2005 or (B) the cancellation or termination in full of the
                  Senior Term Loan Credit Facility commitments or the repayment
                  in full of the principal amount of the term loans borrowed
                  under the Senior Term Loan Credit Facility (such earlier date
                  of (A) and (B) being referred to herein as the "STEP-BACK
                  DATE"), and (iii) .55 to 1.0 on and after the Step-back Date."

                                       2

                  2.5. UNSECURED DEBT LIMITATION. Section 7.2(e) of the Credit
         Agreement is amended and restated in its entirety to read as follows:

                           "(e) Unsecured Debt Limitation. At the end of each
                  fiscal quarter of the Combined Parties, Unsecured Debt shall
                  be less than or equal to the sum (such sum being referred to
                  herein as the "ADJUSTED UNENCUMBERED Value") of (i)
                  Unencumbered Property Value divided by (A) 1.75 from the date
                  hereof until the Amendment Effective Date, (B) 1.55 from the
                  Amendment Effective Date until the Step-back Date and (C) 1.75
                  on and after the Step-back Date, plus (ii) Unencumbered
                  Construction-in-Process and Eligible Land Value divided by 2;
                  provided that (x) no Property shall account for more than 20%
                  of Adjusted Unencumbered Value and (y) Unencumbered
                  Construction-in-Process and Eligible Land Value divided by 2
                  shall not account for more than 25% of Adjusted Unencumbered
                  Value."

                  2.6. UNENCUMBERED CASH FLOW RATIO. Section 7.2(g) of the
         Credit Agreement is amended and restated in its entirety to read as
         follows:

                           "(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 (i) 1.65
                  to 1.0 from the date hereof until the Amendment Effective
                  Date, (ii) 1.50 to 1.0 from the Amendment Effective Date until
                  the Step-back Date, and (iii) 1.65 to 1.0 on and after the
                  Step-back Date."

                  2.7. INTEREST RATE PROTECTION AGREEMENTS. Section 7.13 of the
         Credit Agreement is amended and restated in its entirety to read as
         follows:

                           "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 (i) prior to April
                  1, 2005, 40%, and (ii) from and after April 1, 2005, 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
                  reasonably acceptable to the Administrative Agent and entered
                  into by the Credit Parties in order to provide protection to,
                  or minimize the impact upon, the Credit Parties of increasing
                  floating rates of interest applicable to the Funded Debt.

         3. PROVISIONS OF GENERAL APPLICATION.

                  3.1. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers
         hereby represents and warrants as of the date hereof that (a) each of
         the representations and warranties of the Borrowers and the Guarantors
         contained in the Credit Agreement, the other Loan Documents or in any
         document or instrument delivered pursuant to or in connection with the
         Credit Agreement or this Amendment are true as of the date as of which
         they were made and are true at and as of the date of this Amendment

                                       3

         (except to the extent that such representations and warranties
         expressly speak as of a different date), (b) no Event of Default or
         Default exists on the date hereof, (c) the organizational documents of
         each of the Borrowers and the Guarantors attached to the Secretary's
         Certificate dated as of May 24, 2004 remain in full force and effect
         and such organizational documents have not been amended, annulled,
         rescinded or revoked since May 24, 2004 and (d) this Amendment has been
         duly authorized, executed and delivered by the Borrowers and the
         Guarantors and is in full force and effect as of the Effective Date,
         and the agreements and obligations of the Borrowers and the Guarantors
         contained herein constitute the legal, valid and binding obligations of
         the Borrowers and the Guarantors, enforceable against them in
         accordance with their respective terms, except to the extent that the
         enforcement thereof or the availability of equitable remedies may be
         limited by applicable bankruptcy, reorganization, insolvency,
         moratorium, fraudulent transfer, fraudulent conveyance or similar laws
         now or hereafter in effect relating to or affecting creditors' rights
         generally or by general principles of equity, or by the discretion of
         any court in awarding equitable remedies, regardless of whether such
         enforcement is considered in a preceding in equity or at law.

                  3.2. NO OTHER CHANGES. Except as otherwise expressly provided
         or contemplated by this Amendment, all of the terms, conditions and
         provisions of the Credit Agreement remain unaltered and in full force
         and effect. The Credit Agreement and this Amendment shall be read and
         construed as one agreement. The making of the amendments in this
         Amendment does not imply any obligation or agreement by the
         Administrative Agent or any Lender to make any other amendment, waiver,
         modification or consent as to any matter on any subsequent occasion.

                  3.3. GOVERNING LAW. This Amendment shall be deemed to be a
         contract under the laws of the State of New York. This Amendment and
         the rights and obligations of each of the parties hereto are contracts
         under the laws of the State of New York and shall for all purposes be
         construed in accordance with and governed by the laws of such State
         (excluding the laws applicable to conflicts or choice of law).

                  3.4. ASSIGNMENT. This Amendment shall be binding upon and
         inure to the benefit of each of the parties hereto and their respective
         permitted successors and assigns.

                  3.5. COUNTERPARTS. This Amendment may be executed in any
         number of counterparts, but all such counterparts shall together
         constitute but one and the same agreement. In making proof of this
         Amendment, it shall not be necessary to produce or account for more
         than one counterpart thereof signed by each of the parties hereto.

                                       4

         4. EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall become
effective on the date on which the following conditions precedent are satisfied
(such date being hereinafter referred to as the "EFFECTIVE DATE"):

                  (a) execution and delivery to the Administrative Agent by the
         Required Lenders, the Borrowers, the Guarantors, and the Administrative
         Agent of this Amendment;

                  (b) delivery to the Administrative Agent by the Borrowers of
         resolutions of the governing board of the Borrowers authorizing this
         Amendment and the Acquisition;

                  (c) delivery to the Administrative Agent of an opinion of
         counsel to the Borrowers with respect to this Amendment in form and
         substance satisfactory to the Administrative Agent;

                  (d) delivery to the Administrative Agent by the Borrowers of
         evidence of the closing of the Acquisition in form and substance
         satisfactory to the Administrative Agent; and

                  (e) payment by the Borrowers of the fees and expenses
         described in the Fee Letter, dated as of August 25, 2004, by and among
         JPMorgan Chase Bank, J.P. Morgan Securities, Inc., and the Borrowers,
         with respect to this Amendment.

                  [Remainder of page left blank intentionally]

                                       5

         IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment as of the date first set forth above.

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

                     By: /s/ Christopher P. Marr
                         --------------------------------
                         Name:  Christopher P. Marr
                         Title: Senior Vice President and
                                Chief Financial Officer

                     BRANDYWINE OPERATING PARTNERSHIP,
                     L.P., a Delaware limited partnership

                         By: Brandywine Realty Trust, a Maryland
                             real estate investment trust, its
                             general partner

                             By:    /s/ Christopher P. Marr
                                    -------------------------
                             Name:  Christopher P. Marr
                             Title: Senior Vice President and
                                    Chief Financial Officer

GUARANTORS:          AAPOP 2, L.P., a Delaware limited partnership
- ----------
                     By: Witmer Operating Partnership I, L.P., a
                         Delaware limited partnership, one of its
                         general partners

                         By: Brandywine Witmer, L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating
                                 Partnership, L.P., a Delaware
                                 limited partnership, its sole
                                 member

                                 By: Brandywine Realty Trust,
                                     a Maryland real estate
                                     investment trust,
                                     its general partner

                     By: Brandywine Witmer, L.L.C., a Pennsylvania
                         limited liability company, one of its
                         general partners

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE AMBASSADOR, L.P., a
                     Pennsylvania limited partnership

                     By: Brandywine Ambassador, L.L.C., a
                         Pennsylvania limited liability company,
                         its general partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust,
                                 its general partner

                     BRANDYWINE CENTRAL L.P., a
                     Pennsylvania limited partnership

                     By: Brandywine F.C., L.P., a Pennsylvania
                         limited  partnership, its general partner

                         By: Brandywine F.C., L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating
                                 Partnership, L.P., a Delaware
                                 limited partnership, its sole
                                 member

                                 By: Brandywine Realty
                                     Trust, a Maryland real
                                     estate investment trust,
                                     its general partner

                     BRANDYWINE CIRA, L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine Cira, LLC, a Pennsylvania
                         limited liability company, its general
                         partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE F.C., L.P., a Pennsylvania
                     limited partnership

                         By: Brandywine F.C., L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating Partnership,
                                 L.P., a Delaware limited
                                 partnership, its sole member

                                 By: Brandywine Realty Trust, a
                                     Maryland real estate
                                     investment trust, its general
                                     partner

                     BRANDYWINE GRANDE B, L.P., a Delaware
                     limited partnership

                     By: Brandywine Realty Trust, a Maryland real
                         estate investment trust, its general
                         partner

                     BRANDYWINE I.S., L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine I.S., L.L.C., a Pennsylvania
                         limited liability company, its general
                         partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE METROPLEX, L.P., a
                     Pennsylvania limited partnership

                     By: Brandywine Metroplex, LLC, a
                         Pennsylvania limited liability company,
                         its general partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE P.M., L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine P.M., L.L.C., a Pennsylvania
                         limited liability company, its general
                         partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate investment
                                 trust, its general partner

                     BRANDYWINE TB FLORIG, L.P., a
                     Pennsylvania limited partnership

                     By: Brandywine TB Florig, LLC, a Pennsylvania
                         limited liability company, its general partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE TB INN, L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine TB Inn, L.L.C., a Pennsylvania
                         limited liability company, its general partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE TB I, L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine TB I, L.L.C., a Pennsylvania
                         limited liability company, its general
                         partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust,
                                 its general partner

                     BRANDYWINE TB II, L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine TB II, L.L.C., a Pennsylvania
                         limited liability company, its general
                         partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE TB V, L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine TB V, L.L.C., a
                         Pennsylvania limited liability company, its
                         general partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE TB VI, L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine TB VI, L.L.C., a
                         Pennsylvania limited liability company, its
                         general partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     BRANDYWINE TB VIII, L.P., a Pennsylvania
                     limited partnership

                     By: Brandywine TB VIII, L.L.C., a
                         Pennsylvania limited liability company, its
                         general partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     C/N IRON RUN LIMITED PARTNERSHIP III,
                     a Pennsylvania limited partnership

                     By: Brandywine Operating Partnership, L.P., a
                         Delaware limited partnership, its
                         general partner

                         By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     C/N LEEDOM LIMITED PARTNERSHIP II, a
                     Pennsylvania limited partnership

                     By: Brandywine Operating Partnership, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Realty Trust, a Maryland
                             real estate investment trust, its general
                             partner

                     C/N OAKLANDS LIMITED PARTNERSHIP I, a
                     Pennsylvania limited partnership

                     By: Witmer Operating Partnership I, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Witmer, L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating
                                 Partnership, L.P., a Delaware
                                 limited partnership, its sole
                                 member

                                 By: Brandywine Realty Trust, a
                                     Maryland real estate
                                     investment trust,
                                     its general partner

                     C/N OAKLANDS LIMITED PARTNERSHIP III,
                     a Pennsylvania limited partnership

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its general partner

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     E-TENANTS.COM HOLDING, L.P., a
                     Pennsylvania limited partnership

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its general partner

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     FIFTEEN HORSHAM, L.P., a Pennsylvania
                     limited partnership

                     By: Witmer Operating Partnership I, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Witmer, L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating
                                 Partnership, L.P., a Delaware
                                 limited partnership, its sole
                                 member

                                 By: Brandywine Realty
                                     Trust, a Maryland real
                                     estate investment trust,
                                     its general partner

                     IRON RUN LIMITED PARTNERSHIP V, a
                     Pennsylvania limited partnership

                     By: Brandywine Operating Partnership, L.P.,
                         a Delaware limited partnership, its general
                         partner

                         By: Brandywine Realty Trust, a Maryland
                             real estate investment trust, its general
                             partner

                     LC/N HORSHAM LIMITED PARTNERSHIP, a Pennsylvania
                     limited partnership

                     By: Witmer Operating Partnership I, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Witmer, L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating
                                 Partnership, L.P., a Delaware
                                 limited partnership, its sole
                                 member

                                 By: Brandywine Realty
                                     Trust, a Maryland real
                                     estate investment trust,
                                     its general partner

                     LC/N KEITH VALLEY LIMITED PARTNERSHIP I,
                     a Pennsylvania limited partnership

                     By: Witmer Operating Partnership I, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Witmer, L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating
                                 Partnership, L.P., a Delaware
                                 limited partnership, its sole
                                 member

                                 By: Brandywine Realty
                                     Trust, a Maryland real
                                     estate investment trust,
                                     its general partner

                     NEWTECH IV LIMITED PARTNERSHIP, a
                     Pennsylvania limited partnership

                     By: Witmer Operating Partnership I, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Witmer, L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating
                                 Partnership, L.P., a Delaware
                                 limited partnership, its sole
                                 member

                                 By: Brandywine Realty
                                     Trust, a Maryland real
                                     estate investment trust,
                                     its general partner

                     NICHOLS LANSDALE LIMITED PARTNERSHIP III,
                     a Pennsylvania limited partnership

                     By: Witmer Operating Partnership I, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Witmer L.L.C., a
                             Pennsylvania limited liability
                             company, its general partner

                             By: Brandywine Operating
                                 Partnership, L.P., a Delaware
                                 limited partnership, its sole
                                 member

                                 By: Brandywine Realty
                                     Trust, a Maryland real
                                     estate investment trust,
                                     its general partner

                     WITMER OPERATING PARTNERSHIP I, L.P.,
                     a Delaware limited partnership

                     By: Brandywine Witmer, L.L.C., a Pennsylvania
                         limited liability company, its general partner

                         By: Brandywine Operating Partnership,
                             L.P., a Delaware limited partnership,
                             its sole member

                             By: Brandywine Realty Trust, a
                                 Maryland real estate
                                 investment trust, its general
                                 partner

                     100 ARRANDALE ASSOCIATES, L.P., a
                     Pennsylvania limited partnership

                     By: Brandywine Operating Partnership, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Realty Trust, a Maryland
                             real estate investment trust, its general
                             partner

                     111 ARRANDALE ASSOCIATES, L.P., a
                     Pennsylvania limited partnership

                     By: Brandywine Operating Partnership, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Realty Trust, a Maryland
                             real estate investment trust, its general
                             partner

                     440 CREAMERY WAY ASSOCIATES, L.P., a
                         Pennsylvania limited partnership

                     By: Brandywine Operating Partnership, L.P., a
                         Delaware limited partnership, its general
                         partner

                         By: Brandywine Realty Trust, a Maryland
                             real estate investment trust, its general
                             partner

                     442 CREAMERY WAY ASSOCIATES, L.P., a
                     Pennsylvania limited partnership

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its
                          general partner

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     481 JOHN YOUNG WAY ASSOCIATES, L.P., a
                     Pennsylvania limited partnership

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its
                          general partner

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     INTERSTATE CENTER ASSOCIATES, a
                     Virginia general partnership

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, one of
                          its general partners

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     By:  Brandywine Interstate 50, L.L.C., a Delaware
                          limited liability company, one of
                          its general partners

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership,
                               its sole member

                               By: Brandywine Realty Trust, a Maryland
                                   real estate investment trust,
                                   its general partner

                     IR NORTHLIGHT II ASSOCIATES, a
                     Pennsylvania general partnership

                     By:  AAPOP 2, L.P., a Delaware limited
                          partnership, one of its general partners

                          By:  Witmer Operating Partnership I, L.P.,
                               a Delaware limited partnership,
                               one of its general partners

                               By: Brandywine Witmer, L.L.C., a
                                   Pennsylvania limited liability
                                   company, its general partner

                                   By: Brandywine Operating
                                       Partnership, L.P., a
                                       Delaware limited partnership,
                                       its sole member

                                       By: Brandywine Realty Trust, a
                                           Maryland real estate investment
                                           trust, its general partner

                          By:  Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, one
                               of its general partners

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a Maryland
                                       real estate investment trust, its
                                       general partner

                     By:  Brandywine Operating Partnership, L.P., a Delaware
                          limited partnership, one of its general partners

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     PLYMOUTH TFC GENERAL PARTNERSHIP, a Pennsylvania
                     general partnership

                     By:  Brandywine P.M., L.P., a Pennsylvania
                          Limited Partnership, its general partner

                          By:  Brandywine P.M., L.L.C., a Pennsylvania
                               limited liability company, its
                               general partner

                               By: Brandywine Operating Partnership, L.P.,
                                   a Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a Maryland
                                       real estate investment trust, its
                                       general partner

                     By:  Witmer Operating Partnership I, L.P., a Delaware
                          limited partnership, one of its general partners

                          By:  Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a Maryland
                                       real estate investment trust, its
                                       general partner

                     BRANDYWINE REALTY SERVICES CORPORATION,
                     a Pennsylvania corporation

                     BTRS, INC., a Delaware corporation

                     SOUTHPOINT LAND HOLDINGS, INC., a
                     Pennsylvania corporation

                     VALLEYBROOKE LAND HOLDINGS, INC., a
                     Pennsylvania corporation

                     BRANDYWINE AMBASSADOR, L.L.C., a
                     Pennsylvania limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     BRANDYWINE BROKERAGE SERVICES,
                     LLC, a New Jersey limited liability company

                     By:  Brandywine Realty Services Corporation, a
                          Pennsylvania corporation, its sole member

                     BRANDYWINE CHARLOTTESVILLE LLC, a
                     Virginia limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     BRANDYWINE CHRISTINA LLC, a Delaware
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     BRANDYWINE CIRA, LLC, a Pennsylvania limited
                     liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                     By:  Brandywine Realty Trust, a Maryland real
                          estate investment trust, its general
                          partner

                     BRANDYWINE DABNEY, L.L.C., a Delaware
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     BRANDYWINE DOMINION, L.L.C., a
                     Pennsylvania limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     BRANDYWINE F.C., L.L.C., a Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     BRANDYWINE I.S., L.L.C., a Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

                     BRANDYWINE INTERSTATE 50, L.L.C., a
                     Delaware limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE-MAIN STREET, LLC, a
                     Delaware limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, one of its
                          members

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE METROPLEX LLC, a
                     Pennsylvania limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE P.M., L.L.C., a  Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE PIAZZA, L.L.C., a New Jersey
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE PLAZA 1000, L.L.C., a New
                     Jersey limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE PROMENADE, L.L.C., a New
                     Jersey limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE TB FLORIG, LLC, a
                     Pennsylvania limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE TB INN, L.L.C., a Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE TB I, L.L.C., a Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE TB II, L.L.C., a Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE TB V, L.L.C., a Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE TB VI, L.L.C., a Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE TB VIII, L.L.C., a Pennsylvania
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE TRENTON URBAN
                     RENEWAL, L.L.C., a Delaware limited liability
                     company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE WITMER, L.L.C., a
                     Pennsylvania limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     CHRISTIANA CENTER OPERATING
                     COMPANY III LLC, a Delaware limited liability
                     company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     E-TENANTS LLC, a Delaware limited liability
                     company

                     By:  e-Tenants.com Holding, L.P., a Pennsylvania
                          limited partnership, its sole member

                          By:  Brandywine Operating Partnership,
                               L.P., a Delaware limited partnership,
                               its general partner

                               By: Brandywine Realty Trust, a
                                   Maryland real estate
                                   investment trust, its general
                                   partner

                     BRANDYWINE GRANDE B, LLC, a Delaware
                     limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     BRANDYWINE GREENTREE V, LLC, a
                     Delaware limited liability company

                     By:  Brandywine Operating Partnership, L.P., a
                          Delaware limited partnership, its sole
                          member

                          By:  Brandywine Realty Trust, a Maryland
                               real estate investment trust, its general
                               partner

                     By:    /s/ Christopher P. Marr
                          ----------------------------------
                     Name:  Christopher P. Marr
                     Title: Senior Vice President and Chief
                            Financial Officer of each of the
                            above-named entities

LENDERS:
- --------

                     JPMORGAN CHASE BANK, as Administrative Agent,
                     Issuing Lender, and Swing Lender and
                     individually as a Lender

                     By:___________________________________
                     Name:
                     Title:

                     BANK OF AMERICA, N.A., as Syndication Agent
                     and Issuing Lender and individually as Lender

                     By:___________________________________
                     Name:
                     Title:

                     WACHOVIA BANK, NATIONAL ASSOCIATION, as
                     Co-Documentation Agent and individually as Lender

                     By:___________________________________
                     Name:
                     Title:

                     WELLS FARGO BANK, NATIONAL ASSOCIATION, as
                     Co-Documentation Agent and individually as Lender

                     By:___________________________________
                     Name:
                     Title:

                     CITICORP NORTH AMERICA, INC. as
                     Co-Documentation Agent and individually as Lender

                     By:___________________________________
                     Name:
                     Title:

                     PNC BANK, NATIONAL ASSOCIATION

                     By:___________________________________
                     Name:
                     Title:

                     MANUFACTURERS AND TRADERS TRUST COMPANY

                     By:___________________________________
                     Name:
                     Title:

                     COMMERZBANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH

                     By:___________________________________
                     Name:
                     Title:

                     By:___________________________________
                     Name:
                     Title:

                     EUROHYPO AG, NEW YORK BRANCH

                     By:___________________________________
                     Name:
                     Title:

                     By:___________________________________
                     Name:
                     Title:

                     KEYBANK NATIONAL ASSOCIATION

                     By:___________________________________
                     Name:
                     Title:

                     THE BANK OF NEW YORK

                     By:___________________________________
                     Name:
                     Title:

                     SOUTHTRUST BANK

                     By:___________________________________
                     Name:
                     Title:

                     SUNTRUST BANK

                     By:___________________________________
                     Name:
                     Title:

                     NATIONAL CITY BANK

                     By:___________________________________
                     Name:
                     Title:

                     CITIZENS BANK OF PENNSYLVANIA

                     By:___________________________________
                     Name:
                     Title:

                     AMSOUTH BANK

                     By:___________________________________
                     Name:
                     Title:

                     SOVEREIGN BANK

                     By:___________________________________
                     Name:
                     Title:

                     MELLON BANK

                     By:___________________________________
                     Name:
                     Title:

                     US BANK NATIONAL ASSOCIATION

                     By:___________________________________
                     Name:
                     Title:

                     BEAR STEARNS CORPORATE LENDING INC.

                     By:___________________________________
                     Name:
                     Title:

                     FIRSTRUST BANK

                     By:___________________________________
                     Name:
                     Title:

                     FIRST HORIZON BANK, A DIVISION OF FIRST
                     TENNESSEE BANK N.A.

                     By:___________________________________
                     Name:
                     Title: