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): May 2, 2005

B RANDYWINE R EALTY T RUST
(Exact name of issuer as specified in charter)

MARYLAND
(State or Other Jurisdiction
of Incorporation or
Organization) 		  001-9106
(Commission
file
number) 		  23-2413352
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01    Entry into a Material Definitive Agreement

At the 2005 Annual Meeting of Shareholders on May 2, 2005 each non-employee Trustee received his annual trustee fee of $35,000, payable in cash or common shares at the election of the non-employee Trustee and his $25,000 annual restricted share award (890 shares), the form of which is attached as Exhibit 10.1.

Item 8.01    Other Events

The Company, the Operating Partnership, certain of the wholly-owned subsidiaries of the Operating Partnership and The Bank of New York, as Trustee, entered into a First Supplemental Indenture dated as of May 25, 2005.

This First Supplemental Indenture supplements the Indenture dated as of October 22, 2004 by and among the Company, the Operating Partnership, certain of the wholly-owned subsidiaries of the Operating Partnership and The Bank of New York, as Trustee, to add additional subsidiaries of the Operating Partnership as guarantors of debt securities issued under the Indenture.

Item 9.01    Financial Statements and Exhibits

Exhibits
     
4.1 First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain wholly-owned subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York, as Trustee.  
     
10.1 Form of Restricted Share Award.  

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Signatures

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

               

    B RANDYWINE R EALTY T RUST
       
Date: May 25, 2005   By: /s/ Gerard H. Sweeney
     
      Gerard H. Sweeney
      President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit    
No. Description  
     
4.1 First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain wholly-owned subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York, as Trustee.  
     
10.1 Form of Restricted Share Award.  

BRANDYWINE OPERATING PARTNERSHIP, L.P.,

Issuer,

BRANDYWINE REALTY TRUST,

Parent Guarantor,

CERTAIN SUBSIDIARIES OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.,

Subsidiary Guarantors,

and

THE BANK OF NEW YORK,

Trustee

_______________

FIRST SUPPLEMENTAL INDENTURE

Dated as of May 25, 2005

_______________

DEBT SECURITIES

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FIRST SUPPLEMENTAL INDENTURE

This First SUPPLEMENTAL INDENTURE, dated as of May 25, 2005 (this “Supplemental Indenture”), to the Indenture (defined below) among BRANDYWINE OPERATING PARTNERSHIP, L.P., a limited partnership formed under the laws of Delaware (the “Issuer”), BRANDYWINE REALTY TRUST, a real estate investment trust formed under the laws of Maryland and the sole general partner and a limited partner of the Issuer (the “Parent Guarantor”), CERTAIN SUBSIDIARIES OF THE ISSUER SIGNATORIES HERETO (each, a “Subsidiary Guarantor” and together with the Parent Guarantor, the “Guarantors”) and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer, certain of the Guarantors (the “Initial Guarantors”) and the Trustee executed an Indenture, dated as of October 22, 2004 (the “Indenture”), pursuant to which the Securities were guaranteed by such Guarantors; and

WHEREAS, pursuant to Section 901(5) of the Indenture, the Issuer and the Initial Guarantors may enter into a supplemental indenture to add guarantees with respect to the Securities; and

WHEREAS, the Issuer and the Initial Guarantors desire to add guarantees with respect to the Securities, and each Guarantor that is not an Initial Guarantor (collectively, the “Additional Guarantors”) is executing this Supplemental Indenture to add its guarantee with respect to the Securities; and

WHEREAS, all consents, opinions and notices required to be obtained and/or provided as conditions to the execution of this Supplemental Indenture and all other documents relating to the execution of this Supplemental Indenture have been obtained and provided;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

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ARTICLE ONE      

A UTHORIZATION ; D EFINITIONS
Section 101.      Supplemental Indenture.

     This Supplemental Indenture is supplemental to, and is entered into in accordance with, Section 901 of the Indenture, and except as modified, amended and supplemented by this Supplemental Indenture, the provisions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.

Section 102.      Definitions.

     Unless the context shall otherwise require, and except for terms defined herein, all terms which are defined in Section 101 of the Indenture shall have the same meanings, respectively, in this Supplemental Indenture, as such terms are given in said Section 101 of the Indenture.

ARTICLE TWO      

G UARANTORS
Section 201.      Additional Guarantors.

     Each Additional Guarantor hereby expressly assumes the obligations of, and agrees to perform all of the duties of, a Subsidiary Guarantor under the Indenture, subject to the terms and conditions thereof.

ARTICLE THREE      

M ISCELLANEOUS
Section 301.      Effective Date.

     This Supplemental Indenture shall become effective upon execution and delivery hereof.

Section 302.      Acceptance.

     The Trustee accepts the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions set forth in the Indenture as supplemented herein. The Trustee shall not be responsible, in any manner whatsoever, for, or in respect of, the validity or sufficiency of this Supplemental Indenture or the due execution by the Issuer or the Guarantors, for, or in respect of, the recitals contained herein.

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Section 303.      Successors and Assigns.

     All covenants and agreements in this Supplemental Indenture, by the Issuer, the Guarantors or the Trustee shall bind its or their (as the case may be) respective successors and assigns, whether so expressed or not.

Section 304.      Governing Law.

     This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 305.      Incorporation Into Indenture.

     All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made part of, the Indenture, and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

Section 306.      Counterparts.

     This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this FIRST SUPPLEMENTAL INDENTURE dated May 25, 2005 to be duly executed, all as of May 25, 2005.

          BRANDYWINE OPERATING PARTNERSHIP, L.P.,
               as Issuer
           
               By:      Brandywine Realty Trust, as general partner
             
                 By: /s/ Gerard H. Sweeney
                 Name: Gerard H. Sweeney
                 Title: President and Chief Executive Officer

Attest: /s/ Brad A. Molotsky

          BRANDYWINE REALTY TRUST,
               as Parent Guarantor
           
               By:      Brandywine Realty Trust, as general partner
             
                 By: /s/ Gerard H. Sweeney
                 Name: Gerard H. Sweeney
                 Title: President and Chief Executive Officer

Attest: /s/ Brad A. Molotsky

          THE BANK OF NEW YORK,
               Trustee
           
               By: /s/ Joseph Lloret
                 Name: Joseph Lloret
                 Title: Assistant Vice-President

Attest: ___________________________

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            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
             
          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

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            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

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            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 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

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            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
             
            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

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            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

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            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
             
            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

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            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
             
            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
             
            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

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            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
             
            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

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            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

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            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

            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

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              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

            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

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            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

            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

 

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            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 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

            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

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            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

            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

 

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            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

            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

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            BRANDYWINE BYBERRY LP
          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

            BRANDYWINE MIDATLANTIC LP
          By: 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

            OLS OFFICE PARTNERS, L.P.
          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

 

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            RADNOR CENTER ASSOCIATES
          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.
          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

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            RADNOR PROPERTIES-SDC, L.P.
          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

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            RADNOR PROPERTIES-200 RC HOLDINGS, L.P.
          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, L.P.
          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

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            RADNOR PROPERTIES-201 KOP, L.P.
          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 trust, its general partner

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            RADNOR PROPERTIES-555 LA, L.P.
          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

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            BRANDYWINE BYBERRY 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
          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
          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 ONE RODNEY SQUARE LLC
          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

 

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            BRANDYWINE RADNOR CENTER LLC
          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 RADNOR 200 HOLDINGS 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 300 DELAWARE LLC
          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

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            RADNOR GP, L.L.C.
          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.
          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

            RADNOR GP-200 RC, L.L.C.
          By: Radnor Properties-200 RC Holdings, L.P., a Delaware limited partnership, its sole member

 

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            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 GP-201 KOP, L.L.C.
          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

            RADNOR GP-555 LA, L.L.C.
          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

Attest: /s/ Brad A. Molotsky


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BRANDYWINE REALTY TRUST
RESTRICTED SHARE AWARD

          This is a Restricted Share Award dated as of May 2, 2005, 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”).

          1.      Definitions . As used herein:
 
               (a)     “ Award ” means the award of Restricted Shares hereby granted.
 
               (b)     “ Board ” means the Board of Trustees of the Company, as constituted from time to time.
 
               (c)     “ Change of Control ” means “Change of Control” as defined in the Plan.
 
               (d)     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
 
               (e)     “ Committee ” means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no Committee has been appointed pursuant to Section 2, or if such a Committee is not in existence at the time of reference, “Committee” means the Board.
 
               (f)     “ Date of Grant ” means May 2, 2005, the date on which the Company awarded the Restricted Shares.
 
               (g)     “ Disability ” means “Disability” as defined in the Plan.
 
               (h)     “ Fair Market Value ” means “Fair Market Value” as defined in the Plan.
 
               (i)      “ Restricted Period ” means, with respect to each Restricted Share, the period beginning on the Date of Grant and ending on the applicable Vesting Date for such Restricted Share.
 
               (j)     “ Restricted Shares ” means the 890 Shares which are subject to vesting and forfeiture in accordance with the terms of this Award.
 
               (k)     “ Rule 16b-3 ” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.
 
               (l)     “ Share ” means a common share of beneficial interest, $.01 par value per share, of the Company, subject to substitution or adjustment as provided in Section 3(c) of the Plan.

 

 

               (m)     “ Trustee ” means a member of the Board.
 
               (n)     “ Vesting Date ” means the date on which the restrictions imposed under Paragraph 3 on a Restricted Share lapse, as provided in Paragraph 4.
 
          2.      Grant of Restricted Shares . Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Restricted Shares.
 
          3.      Restrictions on Restricted Share . Subject to the terms and conditions set forth herein and in the Plan, prior to the Vesting Date in respect of Restricted Shares, Grantee shall not be permitted to sell, transfer, pledge or assign such Restricted Shares. Share certificates evidencing Restricted Shares shall be held in custody by the Company until the restrictions thereon have lapsed. Concurrently herewith, Grantee shall deliver to the Company a share power, endorsed in blank, relating to the Restricted Shares covered by the Award. During the Restricted Period, share certificates evidencing Restricted Shares shall bear a legend in substantially the following form:
     
  THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE BRANDYWINE REALTY TRUST 1997 LONG-TERM INCENTIVE PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND BRANDYWINE REALTY TRUST. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF BRANDYWINE REALTY TRUST AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY.  
 
          4.      Lapse of Restrictions for Restricted Shares .
 
               (a)     Subject to the terms and conditions set forth herein and in the Plan, the restrictions set forth in Paragraph 3 on each Restricted Share that has not been forfeited as provided in Paragraph 5 shall lapse on the earlier of: (i) the applicable Vesting Date in respect of such Restricted Share; (ii) Grantee’s termination of service as a Trustee before the applicable Vesting Date because of Grantee’s death or Disability; or (iii) upon the occurrence of a Change of Control.
 
               (b)     Subject to Paragraph 4(a), a Vesting Date for Restricted Shares subject to the Award shall occur in accordance with the following schedule:
     
  (i) One-third of the Restricted Shares will vest on May 2, 2006;
     
  (ii) An additional one-third of the Restricted Shares will vest on May 2, 2007;
     
  (iii) An additional one-third of the Restricted Shares will vest on May 2, 2008.

 

 

          5.      Forfeiture of Restricted Shares .
 
               (a)     Subject to the terms and conditions set forth herein, if Grantee terminates service as a Trustee prior to the Vesting Date for a Restricted Share for reasons other than death or Disability or a Change of Control, Grantee shall forfeit any such Restricted Share which has not vested as of such termination of service. Upon a forfeiture of the Restricted Shares as provided in this Paragraph 5, the Restricted Shares shall be deemed canceled.
 
               (b)     The provisions of this Paragraph 5 shall not apply to Restricted Shares as to which the restrictions of Paragraph 3 have lapsed.
 
          6.      Rights of Grantee . During the Restricted Period, with respect to the Restricted Shares, Grantee shall have all of the rights of a shareholder of the Company, including the right to vote the Restricted Shares and the right to receive any distributions or dividends payable on Shares.
 
          7.      Notices . Any notice to the Company under this Award shall be made to:
   
  Brandywine Realty Trust
401 Plymouth Road
Suite 500
Plymouth Meeting, PA 19462
Attention: Chief Financial Officer

or such other address as may be provided to Grantee by written notice. Any notice to Grantee under this Award shall be made to Grantee at the address listed in the Company’s records. All notices under this Award shall be deemed to have been given when hand-delivered, telecopied or delivered by first class mail, postage prepaid, and shall be irrevocable once given.

          8.      Securities Laws . The Committee may from time to time impose any conditions on the Restricted Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.
 
          9.      Delivery of Shares . Upon a Vesting Date, the Company shall notify Grantee (or Grantee’s legal representatives, estate or heirs, in the event of Grantee’s death before a Vesting Date) that the restrictions on the Restricted Shares have lapsed. Within ten (10) business days of a Vesting Date, the Company shall, without payment from Grantee for the Restricted Shares, deliver to Grantee a certificate for the Restricted Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 8, provided that no certificates for Shares will be delivered to Grantee until appropriate arrangements have been made with Company for the withholding of taxes (if any) which may be due with respect to such Shares. The Company is authorized to cancel a number of Shares for which the restrictions have lapsed having an aggregate Fair Market Value equal to the required tax withholdings (if any). The Company may condition delivery of certificates for Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares shall be satisfied in cash, measured by the product of the fractional amount times the Fair Market Value of a Share on the Vesting Date, as determined by the Committee.

 

 

          10.      Award Not to Create Board Entitlement . The Award granted hereunder shall not confer upon Grantee any right to continue on the Board.
 
          11.      Miscellaneous .
 
               (a)     The address for Grantee to which notice, demands and other communications are to be given or delivered under or by reason of the provisions hereof shall be the Grantee’s address as reflected in the Company’s records.
 
               (b)     This Award and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of Pennsylvania.


  BRANDYWINE REALTY TRUST
   
   
   
BY:
   
  TITLE: President and Chief Executive Officer

Accepted:

____________________________