Brandywine Realty Trust Sample Contracts

Brandywine Realty Trust – Non-Employee Trustee Compensation (as revised December 10, 2013) (February 25th, 2014)
Brandywine Realty Trust – BRANDYWINE REALTY TRUST COMMON SHARES UNDERWRITING AGREEMENT (June 2nd, 2009)

From time to time Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and Brandywine Operating Partnership, L.P., a Delaware limited partnership and a subsidiary of the Company (the “Operating Partnership”), may enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, for the Company to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) specified in Schedule I to such Pricing Agreement (with respect to such Pricing Agreement, the “Firm Shares”). If specified in such Pricing Agreement, the Company may grant to the Underwriter

Brandywine Realty Trust – June 2, 2009 (June 2nd, 2009)

We have acted as counsel to Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with the offer and sale of up to 40,250,000 shares (the “Designated Shares”) of common shares of beneficial interest, par value $0.01 per share (collectively, the “Common Shares”) of the Company, including 5,250,000 Common Shares to be issued and sold pursuant to exercise of an underwriters’ over-allotment option, covered by the Company’s Registration Statement on Form S-3 (Registration No. 333-158589) (as the same may be amended and supplemented, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Designated Shares will be sold pursuant to that certain Underwriting Agreement, dated May 27, 2009, among the Company, Brandywine Operating Partnership, L.P. (the “Operating Partnership”), and Merrill Lynch & Co., Inc., Merrill Lynch, Pierce, Fenner an

Brandywine Realty Trust – June 2, 2009 (June 2nd, 2009)

We have acted as counsel to Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and to Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the offer and sale by the Company of 40,250,000 common shares of beneficial interest, $0.01 par value (the “Common Shares”) of the Company, including 5,250,000 Common Shares to be issued and sold pursuant to exercise of an underwriters’ over-allotment option, pursuant to the Company’s registration statement on Form S-3 (No. 333-158589) (together with all pre- and post-effective amendments thereto to date, the “Registration Statement”). All capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement.

Brandywine Realty Trust – BRANDYWINE REALTY TRUST NON-QUALIFIED OPTION (April 11th, 2008)

This is a Non-Qualified Stock Option Award (the “Award”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), to                      (“Optionee”) and is dated April 8, 2008 (the “Date of Grant”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – BRANDYWINE REALTY TRUST NON-QUALIFIED OPTION (April 11th, 2008)

This is a Non-Qualified Stock Option Award (the “Award”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), to ___(“Optionee”) and is dated April 8 2008 (the “Date of Grant”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – BRANDYWINE REALTY TRUST INCENTIVE STOCK OPTION (April 11th, 2008)

This is an Incentive Stock Option Award (the “Award”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), to                      (“Optionee”) and is dated April 8, 2008 (the “Date of Grant”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – Brandywine Realty Trust Performance Share Award (April 11th, 2008)

This is a Performance Share Award dated as of April 8, 2008 (“Date of Grant”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to [___] (“Grantee”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – BRANDYWINE REALTY TRUST INCENTIVE OPTION (April 11th, 2008)

This is an Incentive Stock Option Award (the “Award”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), to                                          (“Optionee”) and is dated April 8, 2008 (the “Date of Grant”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – Brandywine Realty Trust Performance Share Award (April 11th, 2008)

This is a Performance Share Award dated as of April 8, 2008 (the “Date of Grant”), from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to                                          (“Grantee”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – Brandywine Venture Use of Historical Transaction Proceeds Brandywine ASSETS Real estate investments: Operating properties $ 4,997,025 $ (222,970 ) (B1) $ — $ 4,774,055 Accumulated depreciation (583,843 ) 57,344 (B1) — (526,499 ) Operating real estate investments, net 4,413,182 (165,626 ) — 4,247,556 Development land and construction-in-progress 406,732 (5,594 ) (B1) — 401,138 Total real estate investments, net 4,819,914 (171,220 ) — 4,648,694 Cash and cash equivalents 17,661 230,926 (B2) (230,926 ) 17,661 Accounts receivable, net 17,644 (850 ) (B1) — 16,794 Accrued rent receivable, net 81,529 (December 21st, 2007)

On December 19, 2007, Brandywine Realty Trust and subsidiaries (collectively, “Brandywine”) transferred 29 office properties to a new joint venture (the “Venture”) that Brandywine formed with G&I VI Investment Interchange Office LLC (“G&I VI”), an investment vehicle advised by DRA Advisors LLC. Brandywine received cash proceeds from this transaction, net of its own transaction expenses, of approximately $230.9 million and a 20% ownership interest in the Venture. Brandywine used net proceeds that it received in this transaction to reduce outstanding indebtedness under its unsecured revolving credit facility. At the closing, the Venture obtained third party non-recourse debt financing of approximately $184 million, secured by mortgages on the office properties, and used proceeds of this financing, together with cash equity contributed to the Venture by G&I VI, to fund a portion of the cash paid to Brandywine.

Brandywine Realty Trust – Brandywine Venture Use of Historical Transaction Proceeds Brandywine ASSETS Real estate investments: Operating properties $ 4,997,025 $ (222,970 ) (B1) $ — $ 4,774,055 Accumulated depreciation (583,843 ) 57,344 (B1) — (526,499 ) Operating real estate investments, net 4,413,182 (165,626 ) — 4,247,556 Development land and construction-in-progress 406,732 (5,594 ) (B1) — 401,138 Total real estate investments, net 4,819,914 (171,220 ) — 4,648,694 Cash and cash equivalents 17,661 230,926 (B2) (230,926 ) 17,661 Accounts receivable, net 17,644 (850 ) (B1) — 16,794 Accrued rent receivable, net 81,529 (December 21st, 2007)

On December 19, 2007, Brandywine Operating Partnership, L.P. and subsidiaries (collectively, “Brandywine”) transferred 29 office properties to a new joint venture (the “Venture”) that Brandywine formed with G&I VI Investment Interchange Office LLC (“G&I VI”), an investment vehicle advised by DRA Advisors LLC. Brandywine received cash proceeds from this transaction, net of its own transaction expenses, of approximately $230.9 million and a 20% ownership interest in the Venture. Brandywine used net proceeds that it received in this transaction to reduce outstanding indebtedness under its unsecured revolving credit facility. At the closing, the Venture obtained third party non-recourse debt financing of approximately $184 million, secured by mortgages on the office properties, and used proceeds of this financing, together with cash equity contributed to the Venture by G&I VI, to fund a portion of the cash paid to Brandywine.

Brandywine Realty Trust – Press Contact: Investor Contact: Marge Boccuti Howard M. Sipzner Manager, Investor Relations EVP & CFO (November 1st, 2007)

Radnor, PA, October 31, 2007 — Brandywine Realty Trust (NYSE:BDN), a real estate investment trust focused on the ownership, management and development of Class A, suburban and urban office properties in selected markets throughout the United States, announced today its financial and operating results for the three and nine month periods ended September 30, 2007.

Brandywine Realty Trust – TERM LOAN AGREEMENT among BRANDYWINE REALTY TRUST and BRANDYWINE OPERATING PARTNERSHIP, L.P., as Borrowers and THE LENDERS IDENTIFIED HEREIN and CITIZENS BANK OF PENNSYLVANIA as Administrative Agent DATED AS OF OCTOBER 15, 2007 RBS SECURITIES CORPORATION as Lead Arranger and Sole Bookrunner (October 16th, 2007)

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

Brandywine Realty Trust – Press Contact: Amy Biemiller Director of Communications 610-832-7705 amy.biemiller@bdnreit.com Investor Contact: Howard M. Sipzner EVP & CFO 610-832-4907 howard.sipzner@bdnreit.com (July 26th, 2007)

Radnor, PA, July 25, 2007 — Brandywine Realty Trust (NYSE:BDN), a real estate investment trust focused on the ownership, management and development of Class A, suburban and urban office properties in selected markets throughout the United States, announced today its financial and operating results for the three and six month periods ended June 30, 2007.

Brandywine Realty Trust – Press Contact: Investor Contact: Amy Biemiller Howard M. Sipzner Director of Communications EVP & CFO (May 2nd, 2007)

Radnor, PA, May 1, 2007 — Brandywine Realty Trust (NYSE:BDN), a real estate investment trust focused on the ownership, management and development of class A, suburban and urban office properties in selected markets throughout the United States, announced today its financial results for the three month period ended March 31, 2007. The highlights are as follows:

Brandywine Realty Trust – BRANDYWINE OPERATING PARTNERSHIP, L.P. DEBT SECURITIES UNDERWRITING AGREEMENT (April 30th, 2007)

From time to time Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), may enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”). The Securities shall be unconditionally guaranteed (the “Guarantee”) by Brandywine Realty Trust, a Maryland real estate investment trust and the sole general partner and a limited partner of the Operating Partnership (the “Parent Guarantor”).

Brandywine Realty Trust – PRICING AGREEMENT (April 30th, 2007)

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 April 24, 2007 (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”) 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 Agreemen

Brandywine Realty Trust – April 30, 2007 (April 30th, 2007)

We have served as counsel to Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and Brandywine Realty Trust, a Maryland real estate investment trust (the “Company” and, together with the Operating Partnership, the “Issuers”) in connection with the offer and sale of $300,000,000 principal amount 5.70% notes due 2017 (the “Notes”) of the Operating Partnership and the issuance of the unconditional guarantee of the Notes by the Company (the “Guarantee,” and together with the Notes, the “Securities”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-131255) (together with Post Effective Amendment No. 1 and Post Effective Amendment No. 2 thereto, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Notes will be issued pursuant to an Underwriting Agreement, dated as of April 24, 2007 (the “Underwriting Agreement”),

Brandywine Realty Trust – Press Contact: Amy Biemiller Director of Communications Brandywine Realty Trust 610-832-7705 amy.biemiller@bdnreit.com Investor Contact: Howard M. Sipzner EVP & CFO Brandywine Realty Trust 610-832-4907 howard.sipzner@bdnreit.com (February 23rd, 2007)

Radnor, PA, February 22, 2007 — Brandywine Realty Trust (NYSE:BDN), one of the largest real estate investment trusts focused on the ownership, management and development of class A, suburban and urban office buildings in selected markets throughout the United States announced today its financial results for the three and twelve month periods ended December 31, 2006. The highlights are as follows:

Brandywine Realty Trust – BRANDYWINE REALTY TRUST PERFORMANCE SHARE AWARD (February 14th, 2007)

This is a Performance Share Award dated as of February 9, 2007 (“Date of Grant”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to                      (“Grantee”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 14th, 2007)

This Amended and Restated Employment Agreement (the “Agreement”) is made as of February 9, 2007 and amends and restates in its entirety the Amended and Restated Employment Agreement made as of February 9, 2005, by and between Gerard H. Sweeney (“Employee”) and Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”).

Brandywine Realty Trust – BRANDYWINE REALTY TRUST PERFORMANCE SHARE AWARD (February 14th, 2007)

This is a Performance Share Award dated as of February 9, 2007 (the “Date of Grant”), from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to Gerard H. Sweeney (“Grantee”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – BRANDYWINE REALTY TRUST AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION PLAN (Adopted on December 19, 2006 and effective January 1, 2006) (December 26th, 2006)
Brandywine Realty Trust – FORM OF AGREEMENT CHANGE-IN-CONTROL (December 12th, 2006)

THIS AGREEMENT is entered into as of the 6th day of December, 2006 by and between Howard M. Sipzner (“Executive”) and Brandywine Realty Trust (the “Company”).

Brandywine Realty Trust – EMPLOYMENT AGREEMENT (December 12th, 2006)

THIS EMPLOYMENT AGREEMENT is made as of the 6th day of December, 2006 (the “Execution Date”) by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Company”) and Howard M. Sipzner (the “Employee”).

Brandywine Realty Trust – BRANDYWINE REALTY TRUST PERFORMANCE SHARE AWARD (December 12th, 2006)

This is a Performance Share Award dated as of ___________, 2007 (“Date of Grant”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to Howard M. Sipzner (“Grantee”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

Brandywine Realty Trust – Brandywine Realty Trust Announces Third Quarter 2006 Earnings (October 30th, 2006)

RADNOR, PA, OCTOBER 26, 2006 — Brandywine Realty Trust (NYSE:BDN) announced today that funds from operations (FFO) was $63.7 million or $0.67 per diluted share for the third quarter of 2006 compared to $36.2 million or $0.62 per share for the third quarter of 2005. FFO represents a non-generally accepted accounting principle (GAAP) financial measure. A table reconciling FFO to net income, the GAAP measure that the Company believes to be most directly comparable, is within the consolidated financial statements included in this release.

Brandywine Realty Trust – BRANDYWINE OPERATING PARTNERSHIP, L.P., Issuer, BRANDYWINE REALTY TRUST, Guarantor and THE BANK OF NEW YORK, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of October 4, 2006 3.875% Exchangeable Guaranteed Notes due 2026 (October 4th, 2006)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), is entered into as of October 4, 2006, among BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership” or “Issuer”), having its principal offices at 555 East Lancaster Avenue, Suite 100, Radnor, Pennsylvania 19087, BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the “Company” or “Parent Guarantor”), having its principal offices at 555 East Lancaster Avenue, Suite 100, Radnor, Pennsylvania 19087, and THE BANK OF NEW YORK, a bank duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 101 Barclay Street, Floor 8W, New York, New York 10286.

Brandywine Realty Trust – REGISTRATION RIGHTS AGREEMENT (October 4th, 2006)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is made and entered into as of October 4, 2006 among BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the “Company”), BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BEAR, STEARNS & CO. INC. and LEHMAN BROTHERS INC., as the initial purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below).

Brandywine Realty Trust – COMMON SHARE DELIVERY AGREEMENT (October 4th, 2006)

This Common Share Delivery Agreement (the “Agreement”) is being made as of the 4th day of October, 2006 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”).

Brandywine Realty Trust – Brandywine Realty Trust 2006 Long-Term Outperformance Compensation Program (September 1st, 2006)
Brandywine Realty Trust – FIFTEENTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE OPERATING PARTNERSHIP, L.P. (August 18th, 2006)

THIS FIFTEENTH AMENDMENT, dated as of August 15, 2006 (the “Amendment”), further amends the Amended and Restated Agreement of Limited Partnership Agreement (as amended to date, the “Partnership Agreement”) of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement.

Brandywine Realty Trust – Brandywine Realty Trust Announces Second Quarter 2006 Earnings (July 28th, 2006)

RADNOR, PA, JULY 27, 2006 — Brandywine Realty Trust (NYSE:BDN) announced today that funds from operations (FFO) was $57.0 million or $0.60 per diluted share for the second quarter of 2006 compared to $35.3 million or $0.61 per share for the second quarter of 2005. FFO represents a non-generally accepted accounting principle (GAAP) financial measure. A table reconciling FFO to net income, the GAAP measure that the Company believes to be most directly comparable, is within the consolidated financial statements included in this release.

Brandywine Realty Trust – FORM OF BRANDYWINE REALTY TRUST RESTRICTED SHARE AWARD (May 10th, 2006)

This is a Restricted Share Award dated as of May 2, 2006, from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to ____________ (“Grantee”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).