Exhibit 1.2
PRICING AGREEMENT
December 15, 2005
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
As Representatives of the several
Underwriters named in Schedule I hereto
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 December 15,
2005 (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
Preliminary Prospectus and 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 Preliminary Prospectus and the
Prospectus, and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Preliminary Prospectus and 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 13 of the Underwriting Agreement and the addresses of the
Representatives referred to in such Section 13 are set forth in 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 six 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. Sweeney
Title: Presidet and Chief Executive Officer
BRANDYWINE REALTY TRUST
By: /s/ Gerard H. Sweeney
------------------------------------------------
Name: Gerard H. Sweeney
Title: Presidet 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*
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 BYBERRY LP, a Delaware limited partnership
By: Brandywine Byberry LLC, a Delaware limited
liability company, its general partner
By: Brandywine Operating Partnership, a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner*
3
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*
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*
4
BRANDYWINE GRANDE B, L.P.
By: Brandywine Grande B, L.L.C., a Delaware 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 MIDATLANTIC LP, a Delaware limited
partnership
By: Brandywine Midatlantic LLC, a Delaware 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*
5
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*
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*
6
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*
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*
7
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*
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*
8
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*
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*
9
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*
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*
10
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*
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*
11
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*
OLS OFFICE PARTNERS, L.P., a Delaware limited
partnership
By: Brandywine One Logan LLC, a Pennsylvania
limited
liability company, its general partner
By: Brandywine Midatlantic LP, a Delaware
limited partnership, its managing member
By: Brandywine Midatlantic LLC, a
Delaware 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*
12
RADNOR CENTER ASSOCIATES, a Pennsylvania limited
partnership
By: Brandywine Radnor Center LLC, a Pennsylvania
limited liability company, its general partner
By: Brandywine Midatlantic LP, a Delaware
limited partnership, its managing member
By: Brandywine Midatlantic LLC, a
Delaware 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*
RADNOR PROPERTIES ASSOCIATES-II, L.P., a Delaware
limited partnership
By: Radnor GP, L.L.C., a Delaware limited liability
company, its general partner
By: Brandywine Midatlantic LP, a Delaware
limited partnership, its managing member
By: Brandywine Midatlantic LLC, a
Delaware 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*
13
RADNOR PROPERTIES-SDC, L.P., a Delaware limited
partnership
By: Radnor GP-SDC, L.L.C., a Delaware limited
liability company, its general partner
By: Radnor Properties Associates-II, L.P., a
Delaware limited partnership, managing
member
By: Radnor GP, L.L.C., a Delaware
limited liability company, its
general partner
By: Brandywine Midatlantic LP, a
Delaware limited partnership,
its managing member
By: Brandywine Midatlantic
LLC, a Delaware 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*
14
RADNOR PROPERTIES-200 RC, L.P., a Delaware limited
partnership
By: Radnor GP-200 RC, L.L.C., a Delaware limited
liability company, its general partner
By: Radnor Properties-200 RC Holdings, L.P.,
a Delaware limited partnership, its sole
member
By: Brandywine Radnor 200 Holdings LLC,
a Delaware 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*
RADNOR PROPERTIES-200 RC HOLDINGS, L.P., a Delaware
limited partnership
By: Brandywine Radnor 200 Holdings LLC, a Delaware
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*
15
RADNOR PROPERTIES-201 KOP, L.P., a Delaware limited
partnership
By: Radnor GP-201 KOP, L.L.C., a Delaware limited
liability company, its general partner
By: Radnor Properties Associates-II, L.P., a
Delaware limited partnership, managing
member
By: Radnor GP, L.L.C., a Delaware
limited liability company, its
general partner
By: Brandywine Midatlantic LP, a
Delaware limited partnership,
its managing member
By: Brandywine Midatlantic
LLC, a Delaware 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*
16
RADNOR PROPERTIES-555 LA, L.P., a Delaware limited
partnership
By: Radnor GP-555 LA, L.L.C., a Delaware limited
liability company, its general partner
By: Radnor Properties Associates-II, L.P., a
Delaware limited partnership, managing
member
By: Radnor GP, L.L.C., a Delaware
limited liability company, its
general partner
By: Brandywine Midatlantic LP, a
Delaware limited partnership,
its managing member
By: Brandywine Midatlantic
LLC, a Delaware 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*
17
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*
18
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*
19
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*
20
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*
21
BRANDYWINE BYBERRY 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 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*
22
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*
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 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*
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*
23
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*
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 MIDATLANTIC 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 ONE LOGAN LLC, a Pennsylvania limited
liability company
By: Brandywine Midatlantic LP, a Delaware limited
partnership, its sole member
By: Brandywine Midatlantic LLC, a Delaware
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*
24
BRANDYWINE ONE RODNEY SQUARE LLC, a Delaware limited
liability company
By: Brandywine Midatlantic LP, a Delaware limited
partnership, its sole member
By: Brandywine Midatlantic LLC, a Delaware
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.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*
25
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*
BRANDYWINE RADNOR CENTER LLC, a Pennsylvania limited
liability company
By: Brandywine Midatlantic LP, a Delaware limited
partnership, its general partner
By: Brandywine Midatlantic LLC, a Delaware
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 RADNOR 200 HOLDINGS 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 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*
26
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*
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*
27
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*
28
BRANDYWINE 300 DELAWARE LLC, a Delaware limited
liability company
By: Brandywine Midatlantic LP, a Delaware limited
partnership, its sole member
By: Brandywine Midatlantic LLC, a Delaware
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*
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*
29
RADNOR GP, L.L.C., a Delaware limited
liability company
By: Brandywine Midatlantic LP, a Delaware limited
partnership, its sole member
By: Brandywine Midatlantic LLC, a Delaware
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*
RADNOR GP-SDC, L.L.C., a Delaware limited liability
company
By: Radnor Properties Associates-II, L.P., a
Delaware limited partnership, its sole member
By: Radnor GP, L.L.C., a Delaware limited
liability company, its general partner
By: Brandywine Midatlantic LP, a
Delaware limited partnership, its
sole member
By: Brandywine Midatlantic LLC, a
Delaware 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*
30
RADNOR GP-200 RC, L.L.C., a Delaware limited
liability company
By: Radnor Properties-200 RC Holdings, L.P., a
Delaware limited partnership, its sole member
By: Brandywine Radnor 200 Holdings LLC, a
Delaware 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*
31
RADNOR GP-201 KOP, L.L.C., a Delaware limited
liability company
By: Radnor Properties Associates-II, L.P., a
Delaware limited partnership, managing member
By: Radnor GP, L.L.C., a Delaware limited
liability company, its general partner
By: Brandywine Midatlantic LP, a
Delaware limited partnership, its
managing member
By: Brandywine Midatlantic LLC, a
Delaware 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*
32
RADNOR GP-555 LA, L.L.C., a Delaware limited
liability company
By: Radnor Properties Associates-II, L.P., a
Delaware limited partnership, managing member
By: Radnor GP, L.L.C., a Delaware limited
liability company, its general partner
By: Brandywine Midatlantic LP, a
Delaware limited partnership, its
managing member
By: Brandywine Midatlantic LLC, a
Delaware 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: /s/ Gerard H. Sweeney
-----------------------------------
Name: Gerard H. Sweeney
Title: President and Chief Executive Officer
33
J.P. MORGAN SECURITIES INC.
By: /s/ Maria Sramek
------------------------------------
Name: Maria Sramek
Title: Vice President
BANC OF AMERICA SECURITIES LLC
By: /s/ Peter J. Carbone
------------------------------------
Name: Peter J. Carbone
Title: Vice President
On behalf of themselves and each of the other several Underwriters
34
SCHEDULE I
Principal Amount
of Designated
Underwriter Securities
to be Purchased
J.P. Morgan Securities Inc. ........ $100,000,000
Banc of America Securites LLC ...... $100,000,000
Bear, Stearns & Co. Inc. ........... $ 75,000,000
SG Americas' Securities, LLC ....... $ 25,000,000
============
Total $300,000,000
============
35
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
5.625% Notes due 2010
AGGREGATE PRINCIPAL AMOUNT:
$300,000,000
PRICE TO PUBLIC:
99.992% of the principal amount of the Designated Securities, plus accrued
interest, if any, from December 20, 2005
PURCHASE PRICE BY UNDERWRITERS:
99.392% of the principal amount of the Designated Securities, plus accrued
interest, if any, from December 20, 2005
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), December 20, 2005
INDENTURE:
Indenture, dated as of October 22, 2004, as supplemented by the First
Supplemental Indenture, dated as of May 25, 2005 (the "Indenture"),
among the Operating Partnership, the Guarantors and The Bank of New
York, as Trustee
MATURITY:
December 15, 2010
36
INTEREST RATE:
5.625% per annum
INTEREST PAYMENT DATES:
June 15 and December 15, beginning on June 15, 2006
REDEMPTION PROVISIONS:
As set forth in the Prospectus Supplement dated the date hereof relating
to the Designated Securities (Make-Whole provision, with Reinvestment
Rate of 0.20% plus relevant Treasury Constant Maturities)
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
signature pages of this Pricing Agreement.
OTHER TERMS AND CONDITIONS:
None
CLEAR MARKET PERIOD (Section 5(d) of the Underwriting Agreement):
From date hereof through December 20, 2005.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
37
<Page>
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
J.P. Morgan Securities Inc.
Banc of America Securities LLC
Address for Notices, etc.:
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Banc of America Securities LLC
40 West 57th Street
NY1-040-27-01
New York, New York 10019
Attention: High Grade Transaction Management/Legal
UNDERWRITERS COUNSEL:
Simpson Thacher & Bartlett LLP
LIST OF FREE WRITING PROSPECTUSES
(Section 2(e) of the Underwriting Agreement):
Term sheet substantially consistent with form of term sheet comprising Annex
II to the Underwriting Agreement
INFORMATION FURNISHED TO OPERATING PARTNERSHIP
IN WRITING BY THE UNDERWRITERS THROUGH THE
REPRESENTATIVES EXPRESSLY FOR INCLUSION IN
PROSPECTUS, TIME OF SALE INFORMATION OR OTHER
DOCUMENTS (Sections 2 and 9 of the
Underwriting Agreement):
As set forth in a letter delivered by the Representatives at the Time of
Delivery
38
SCHEDULE III
None
39
SCHEDULE IV
Four Tower Bridges Associates
Six Tower Bridges Associates
40