EXECUTION COPY
PRICING AGREEMENT
October 19, 2004
J.P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.
As Representatives of the several
Underwriters named in Schedule I hereto
Re: $275,000,000 4.50% Guaranteed Notes due 2009
Ladies and Gentlemen:
Brandywine Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated October 19,
2004 (the "Underwriting Agreement"), among the Operating Partnership, Brandywine
Realty Trust, a Maryland real estate investment trust and sole general partner
and a limited partner of the Operating Partnership (the "Parent Guarantor"),
each of the subsidiaries of the Operating Partnership parties thereto (the
"Subsidiary Guarantors"; and, together with the Parent Guarantor, the
"Guarantors") and you to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a prospectus
supplement to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Operating
Partnership and the Guarantors agree to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Operating Partnership and the Guarantors, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us three counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Operating Partnership and the Guarantors.
Very truly yours,
BRANDYWINE OPERATING PARTNERSHIP, L.P.
By: Brandywine Realty Trust, its General Partner
By: /s/ Gerard H. Sweeney
---------------------
Name: Gerard H. Sweeny
Title: President and Chief Executive Officer
BRANDYWINE REALTY TRUST
By: /s/ Gerard H. Sweeney
---------------------
Name: Gerard H. Sweeny
Title: President and Chief Executive Officer
AAPOP 2, L.P.
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*
I-2
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.
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.
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*
I-3
BRANDYWINE CIRA, L.P.
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.
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.
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner*
BRANDYWINE GREENTREE V, LLC
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*
I-4
BRANDYWINE I.S., L.P.
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.
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.
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*
I-5
BRANDYWINE TB FLORIG, L.P.
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.
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.
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*
I-6
BRANDYWINE TB II, L.P.
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.
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.
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*
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BRANDYWINE TB VIII, L.P.
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
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
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
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*
I-8
C/N OAKLANDS LIMITED PARTNERSHIP III
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.
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.
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
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*
I-9
LC/N HORSHAM 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
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*
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NEWTECH IV 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
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*
I-11
WITMER OPERATING PARTNERSHIP I, L.P.
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.
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.
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.
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.
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*
I-12
481 JOHN YOUNG WAY ASSOCIATES, L.P.
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
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*
I-13
IR NORTHLIGHT II ASSOCIATES
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*
I-14
PLYMOUTH TFC 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*
BTRS, INC.*
SOUTHPOINT LAND HOLDINGS, INC.*
VALLEYBROOKE LAND HOLDINGS, INC.*
BRANDYWINE AMBASSADOR, L.L.C.
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*
I-15
BRANDYWINE CHARLOTTESVILLE LLC
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
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
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.
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.
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*
I-16
BRANDYWINE F.C., L.L.C.
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, LLC
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.
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.
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
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*
I-17
BRANDYWINE METROPLEX LLC
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.
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.
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.
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.
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*
I-18
BRANDYWINE TB FLORIG, LLC
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.
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.
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.
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.
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*
I-19
BRANDYWINE TB VI, L.L.C.
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.
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.
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.
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*
I-20
CHRISTIANA CENTER OPERATING COMPANY III LLC
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
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*
* By: /s/ Gerard H. Sweeney
---------------------
Name: Gerard H. Sweeney
Title: President and Chief Executive Officer
I-21
Accepted as of the date hereof
J.P. MORGAN SECURITIES INC.
By: /s/ Maria Sramek
- --------------------
Name: Maria Sramek
Title: Vice President
BEAR, STEARNS & CO. INC.
By: /s/ Christopher O'Connor
-------------------------
Name: Christopher O'Connor
Title: Managing Director
On behalf of itself and each of the other several Underwriters
I-22
SCHEDULE I
Principal Amount
of 4.50% Guaranteed
Notes due 2009
Underwriter to be Purchased
----------- ---------------
J.P. Morgan Securities Inc. $ 96,250,000
Bear, Stearns & Co. Inc. 96,250,000
Citigroup Global Markets Inc. 41,250,000
Wachovia Capital Markets, LLC 13,750,000
BNY Capital Markets, Inc. 6,875,000
PNC Capital Markets, Inc. 6,875,000
McDonald Investments Inc. 6,875,000
Wells Fargo Services LLC 6,875,000
Total $275,000,000
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
4.50% Guaranteed Notes due 2009
AGGREGATE PRINCIPAL AMOUNT:
$275,000,000
PRICE TO PUBLIC:
99.870% of the principal amount of the Designated Securities, plus
accrued interest, if any, from October 22, 2004
PURCHASE PRICE BY UNDERWRITERS:
99.270% of the principal amount of the Designated Securities, plus
accrued interest, if any, from October 22, 2004
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal or other same day funds
TIME OF DELIVERY:
9:30 a.m. (New York City time), October 22, 2004
INDENTURE:
Indenture, dated as of October 22, 2004 (the "Indenture") among the
Operating Partnership, the Guarantors and The Bank of New York, as
Trustee
MATURITY:
November 1, 2009
INTEREST RATE:
4.50% per annum
INTEREST PAYMENT DATES:
May 1 and November 1, beginning on May 1, 2005
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed, in whole or in part, at any
time at the option of the Operating Partnership, 100% of the aggregate
amount of the notes being redeemed, accrued but unpaid interest on
those notes to the redemption date, and the Make-Whole Amount, if any
(as described in the Prospectus Supplement dated the date hereof
relating to the Designated Securities).
SINKING FUND PROVISIONS:
None.
CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS:
None.
DEFEASANCE PROVISIONS:
As set forth in the Indenture.
GUARANTORS:
Brandywine Realty Trust and the Subsidiary Guarantors named in the
Prospectus Supplement dated the date hereof relating to the Designated
Securities.
OTHER TERMS AND CONDITIONS:
None.
CLEAR MARKET PERIOD (Section 5(d) of the Underwriting Agreement):
From date hereof through October 22, 2004.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
J.P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.
Address for Notices, etc.:
J.P. Morgan Securities Inc.
270 Park Avenue New York, NY 10017
Facsimile: (212) 834-6081
Attention: High Grade Syndicate Desk-8th Floor
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, NY 10179
Facsimile: (212) 272-3519
Attention: Carmine Venezia
UNDERWRITERS COUNSEL:
Simpson Thacher & Bartlett LLP
SCHEDULE III
None.
EXECUTION COPY
SCHEDULE IV
Four Tower Bridge Associates
Six Tower Bridge Associates