EXHIBIT 10.1

FOURTEENTH AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.

THIS FOURTEENTH AMENDMENT, dated as of January 5, 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.

A. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate.

B. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to evidence the issuance of additional Partnership Interests and the admission of the other signatories hereto as Limited Partners of the Partnership pursuant to the OP Merger pursuant to, and as defined in, the Agreement and Plan of Merger dated as of October 3, 2005 among the General Partner, the Partnership, Prentiss Properties Trust, Prentiss Properties Acquisition Partners, L.P. and the other signatories thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows:

1. The Partnership Agreement is hereby amended to reflect the admission as a Limited Partner on the date hereof of the Persons set forth on Schedule A attached hereto (the "Admitted Partners") and the ownership by such Persons of the number of Class A Units listed opposite each Person's name on Schedule A. Attached as Schedule B is a list of the Partners of the Partnership prior to the admission of the Admitted Partners, together with the number and class of Partnership Interests owned by such partners.

2. The Partnership Interests issued hereby shall constitute Class A Units under the Partnership Agreement.

3. By execution of this Amendment to the Partnership Agreement by the General Partner, the Admitted Partners agree to be bound by each and every term of the Partnership Agreement as amended from time to time in accordance with the terms of the Partnership Agreement.

4. On the date of this Amendment, each of the Admitted Partners shall execute and deliver to Brandywine Realty Trust an Irrevocable Proxy coupled with an Interest in the form set forth on Exhibit 1 hereto attached.

5. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect.

6. This Amendment may be executed in any number of counterparts which, when taken together, shall constitute one and the same amendment. Any or all counterparts may be executed by facsimile.

IN WITNESS WHEREOF, this Amendment to the Partnership Agreement has been executed and delivered as of the date first above written.

BRANDYWINE REALTY TRUST

BY: /s/ Gerard H. Sweeney
    ------------------------------------------
        Gerard H. Sweeney
        President and Chief Executive Officer

IN WITNESS WHEREOF, this Amendment to the Partnership Agreement has been executed and delivered as of the date first above written.

/s/ Thomas F. August
---------------------------------------
Thomas F. August

/s/ Michael V. Prentiss
---------------------------------------
Michael V. Prentiss

Prentiss Credit Shelter Trust

By: /s/ Dennis J. DuBois
    -----------------------------------
    Name: Dennis J. DuBois
    Trustee

August Family Investments, Ltd.

By: /s/ Thomas F. August
   ------------------------------------

/s/ Dennis J. DuBois
---------------------------------------
Dennis J. DuBois

/s/ Steven A. Stattner
---------------------------------------
Steven A. Stattner

Newport National Corporation

By: /s/ Scott R. Brusseau
   ------------------------------------
        Name: Scott R. Brusseau
        President

The F.M. (Bruce) Brusseau Trust

By: /s/ F.M. (Bruce) Brusseau
    -----------------------------------
        Name: F.M. (Bruce) Brusseau
        Trustee

/s/ Jeffrey A. Brusseau
---------------------------------------
Jeffrey A. Brusseau

/s/ Scott R. Brusseau
---------------------------------------
Scott R. Brusseau


/s/ Kenneth L. Hatfield
---------------------------------------
Kenneth L. Hatfield

/s/ D. Kent Dahlke
----------------------------------------
D. Kent Dahlke

/s/ James J. Gorman
----------------------------------------
James J. Gorman

/s/ Michael G. Tombari
----------------------------------------
Michael G. Tombari

The Jon Q. Reynolds and Ann S. Reynolds Family Trust

By: /s/ Jon Q. Reynolds
    ------------------------------------
        Name: Jon Q. Reynolds
        Trustee

/s/ Christopher J. Knauer
----------------------------------------
Christopher J. Knauer

The Revocable Trust Declaration of Thomas K. Terrill and Susan Jean Terrill

By: /s/ Thomas K. Terrill
    ------------------------------------
        Name: Thomas K. Terrill
        Trustee

The David A. Brown Family Trust

By: /s/ David A. Brown
    ------------------------------------
        Name: David A. Brown
        Trustee

The Judith B. Brown 1992 Trust

By: /s/ Judith B. Brown
    ------------------------------------
        Name: Judith B. Brown
        Trustee

The Redford Family Trust

By: /s/ Milton D. Redford
    ------------------------------------
        Name: Milton D. Redford
        Trustee


/s/ C. Thomas Martz
----------------------------------------
C. Thomas Martz

The Peter M. Reynolds and Christina A.

Reynolds Family Trust

By: /s/ Peter M. Reynolds
    ------------------------------------
        Name: Peter M. Reynolds
        Trustee

/s/ Tara Lynne Brown
----------------------------------------
Tara Lynne Brown

/s/ Karen Leigh Brown
----------------------------------------
Karen Leigh Brown

The Reynolds Family Partners

By: /s/ Jon Q. Reynolds, Jr.
    ------------------------------------
        Name: Jon Q. Reynolds, Jr.
        Title: General Partner

/s/ Kristen Ann Brown
----------------------------------------
Kristen Ann Brown

EXHIBIT "1"
TO FOURTEENTH AMENDMENT

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with the terms of this Agreement; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this ___ day of ____________, _____

EXHIBIT 10.2

ADMITTED PARTNERS
OF BRANDYWINE OPERATING PARTNERSHIP, L.P.
AS OF JANUARY 6, 2006

Brian F. Belcher
Jack R. Loew
Brandywine Holdings I, Inc.
Brandywine Realty Trust
R. Randle Scarborough
M. Sean Scarborough
Steven L. Shapiro
Robert K. Scarborough
Raymond Perkins
Brookstone Investors, LLC
Brookstone Holdings of Delaware 4, LLC
Brookstone Holdings of Delaware 5, LLC
Brookstone Holdings of Delaware 6, LLC
John S. Trogner, Sr.
John S. Trogner, Jr.
Blair S. Trogner, Sr.
Ronalee B. Trogner
Candis C. Trogner
Arthur & Marion Eberstein
Calvin Axinn
Estate Irving Hirshman
Trust UTW of Theodore Geffner
Gloria Kantor
Helen Geffner
Howard Kantor
Leo Guthart
Leonard Axinn
Donald E. Axinn
William H. Goodwin, Jr.
TRC Associates Limited
Michael V. Prentiss
Thomas F. August
August Family Investments, LTD.
Dennis J. DuBois
Prentiss Credit Shelter Trust
Steven A. Stattner
The F.M. (Bruce) Brusseau Trust
Newport National Corporation
Scott R. Brusseau
Jeffrey A. Brusseau
D. Kent Dahlke
Kenneth L. Hatfield

Michael G. Tombari
James J. Gorman
Christopher J. Knauer
The Jon Q. Reynolds and Ann S. Reynolds Family Trust The David A. Brown Family Trust
The Revocable Trust Declaration of Thomas K. Terrill and Susan Jean Terrill The Redford Family Trust
The Judith B. Brown 1992 Trust
The Peter M. Reynolds and Christina A. Reynolds Family Trust C. Thomas Martz
Karen Leigh Brown
Tara Lynne Brown
Kristen Ann Brown
The Reynolds Family Partners

EXHIBIT 10.3

TERM LOAN AGREEMENT

among

BRANDYWINE REALTY TRUST
and
BRANDYWINE OPERATING PARTNERSHIP, L.P.,
as Borrowers

and

THE LENDERS IDENTIFIED HEREIN

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Syndication Agent

DATED AS OF January 5, 2006

J.P. MORGAN SECURITIES INC.
as Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

                                                                                                      Page
                                                                                                      ----
SECTION 1.            DEFINITIONS AND ACCOUNTING TERMS..................................................1

         1.1      Definitions...........................................................................1
         1.2      Computation of Time Periods and Other Definition Provisions..........................24
         1.3      Accounting Terms.....................................................................24
         1.4      Joint Venture Investments............................................................25

SECTION 2.            LOAN FACILITY....................................................................25

         2.1      Loans................................................................................25
         2.2      Joint and Several Liability of the Borrowers.........................................28
         2.3      Appointment of BOP...................................................................30
         2.4      Non-Recourse.........................................................................30

SECTION 3.            GENERAL PROVISIONS APPLICABLE TO LOANS...........................................30

         3.1      Interest.............................................................................30
         3.2      Place and Manner of Payments.........................................................31
         3.3      Prepayments..........................................................................31
         3.4      Facility Fee; Administrative Fees....................................................32
         3.5      Payment in Full at Maturity..........................................................33
         3.6      Computations of Interest and Fees....................................................33
         3.7      Pro Rata Treatment...................................................................34
         3.8      Sharing of Payments..................................................................34
         3.9      Capital Adequacy.....................................................................35
         3.10     Inability To Determine Interest Rate.................................................36
         3.11     Illegality...........................................................................36
         3.12     Requirements of Law..................................................................36
         3.13     Taxes................................................................................38
         3.14     Compensation.........................................................................40
         3.15     Mitigation; Mandatory Assignment.....................................................41

SECTION 4.            [RESERVED].......................................................................41

SECTION 5.            CONDITIONS PRECEDENT.............................................................41

         5.1      Closing Conditions...................................................................41
         5.2      Funding Conditions...................................................................43

SECTION 6.            REPRESENTATIONS AND WARRANTIES...................................................45

         6.1      Financial Condition..................................................................46
         6.2      No Material Change...................................................................46
         6.3      Organization and Good Standing.......................................................46

TABLE OF CONTENTS

(continued)

                                                                                                      Page
                                                                                                      ----
         6.4      Due Authorization....................................................................46
         6.5      No Conflicts.........................................................................47
         6.6      Consents.............................................................................47
         6.7      Enforceable Obligations..............................................................47
         6.8      No Default...........................................................................47
         6.9      Ownership............................................................................48
         6.10     Indebtedness.........................................................................48
         6.11     Litigation...........................................................................48
         6.12     Taxes................................................................................48
         6.13     Compliance with Law..................................................................48
         6.14     Compliance with ERISA................................................................48
         6.15     Organization Structure/Subsidiaries..................................................50
         6.16     Use of Proceeds; Margin Stock........................................................50
         6.17     Government Regulation................................................................50
         6.18     Environmental Matters................................................................50
         6.19     Solvency.............................................................................52
         6.20     Investments..........................................................................52
         6.21     Location of Properties...............................................................52
         6.22     Disclosure...........................................................................52
         6.23     Licenses, etc........................................................................52
         6.24     No Burdensome Restrictions...........................................................53
         6.25     Eligible Subsidiaries................................................................53
         6.26     Foreign Assets Control Regulations, Etc..............................................53

SECTION 7.            AFFIRMATIVE COVENANTS............................................................53

         7.1      Information Covenants................................................................53
         7.2      Financial Covenants..................................................................58
         7.3      Preservation of Existence............................................................58
         7.4      Books and Records....................................................................59
         7.5      Compliance with Law..................................................................59
         7.6      Payment of Taxes and Other Indebtedness..............................................59
         7.7      Insurance............................................................................59
         7.8      Maintenance of Assets................................................................59
         7.9      Performance of Obligations...........................................................60
         7.10     Use of Proceeds......................................................................60
         7.11     Audits/Inspections...................................................................60
         7.12     Additional Loan Parties..............................................................60
         7.13     Interest Rate Protection Agreements..................................................61
         7.14     Construction.........................................................................61
         7.15     Acquisitions and Sales...............................................................61

TABLE OF CONTENTS

(continued)

                                                                                                      Page
                                                                                                      ----
SECTION 8.            NEGATIVE COVENANTS...............................................................61

         8.1      Indebtedness.........................................................................62
         8.2      Liens................................................................................62
         8.3      Nature of Business...................................................................62
         8.4      Consolidation and Merger.............................................................62
         8.5      Sale or Lease of Assets..............................................................63
         8.6      Advances, Investments and Loans......................................................63
         8.7      Restricted Payments..................................................................63
         8.8      Transactions with Affiliates.........................................................64
         8.9      Fiscal Year; Organizational Documents................................................64
         8.10     Limitations..........................................................................64
         8.11     Other Negative Pledges...............................................................64

SECTION 9.            EVENTS OF DEFAULT................................................................65

         9.1      Events of Default....................................................................65
         9.2      Acceleration; Remedies...............................................................68
         9.3      Allocation of Payments After Event of Default........................................68

SECTION 10.           AGENCY PROVISIONS................................................................69

         10.1     Appointment..........................................................................69
         10.2     Delegation of Duties.................................................................70
         10.3     Exculpatory Provisions...............................................................70
         10.4     Reliance on Communications...........................................................70
         10.5     Notice of Default....................................................................71
         10.6     Non-Reliance on Administrative Agent and Other Lenders...............................71
         10.7     Indemnification......................................................................72
         10.8     Administrative Agent in Its Individual Capacity......................................72
         10.9     Successor Agent......................................................................73

SECTION 11.           MISCELLANEOUS....................................................................73

         11.1     Notices..............................................................................73
         11.2     Right of Set-Off.....................................................................74
         11.3     Benefit of Agreement.................................................................74
         11.4     No Waiver; Remedies Cumulative.......................................................77
         11.5     Payment of Expenses; Indemnification.................................................77
         11.6     Amendments, Waivers and Consents.....................................................78
         11.7     Counterparts/Telecopy................................................................79

TABLE OF CONTENTS

(continued)

                                                                                             Page
                                                                                             ----
11.8     Headings.............................................................................79
11.9     Defaulting Lender....................................................................79
11.10    Survival of Indemnification and Representations and Warranties.......................80
11.11    Governing Law; Jurisdiction..........................................................80
11.12    Waiver of Jury Trial.................................................................80
11.13    Time.................................................................................81
11.14    Severability.........................................................................81
11.15    Entirety.............................................................................81
11.16    Binding Effect.......................................................................81
11.17    Confidentiality......................................................................82
11.18    Further Assurances...................................................................82
11.19    Release of Guarantors................................................................82
11.20    USA PATRIOT Act......................................................................82
11.21    Limitation on Liability..............................................................83

Schedule EG                Eligible Ground Leases
Schedule 6.15              Organization Structure/Subsidiaries
Schedule 6.21              Properties
Schedule 6.25              Eligible Unencumbered Property Subsidiaries
Schedule 8.2               Existing Liens
Schedule 8.6               Excluded Investments
Schedule 11.1              Notices

EXHIBITS

Exhibit 1.1(a)             Pro Rata Shares
Exhibit 2.1(b)             Form of Notice of Borrowing
Exhibit 2.1(d)             Form of Notice of Continuation/Conversion
Exhibit 2.1(f)             Form of Note
Exhibit 7.1(c)             Form of Officer's Certificate
Exhibit 7.12               Form of Guaranty
Exhibit 11.3               Form of Assignment Agreement

TERM LOAN AGREEMENT

THIS TERM LOAN AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "LOAN AGREEMENT") is entered into as of January 5, 2006 among BRANDYWINE REALTY TRUST ("BRT"), a Maryland real estate investment trust, and BRANDYWINE OPERATING PARTNERSHIP, L.P. ("BOP"), a Delaware limited partnership (collectively, the "BORROWERS"), the Lenders (as defined herein) and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders.

RECITALS

WHEREAS, the Borrowers desire that the Lenders provide a term loan facility in an aggregate amount of $750,000,000; and

WHEREAS, the Lenders party hereto have agreed to make the requested term loan facility available to the Borrowers on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.

DEFINITIONS AND ACCOUNTING TERMS

1.1 DEFINITIONS.

As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

"ACQUISITION" means the acquisition by merger by BRT of Prentiss in accordance with the terms of the Acquisition Purchase Agreement.

"ACQUISITION PURCHASE AGREEMENT" means that certain Agreement and Plan of Merger, dated as of October 3, 2005, among the Borrowers, Prentiss and certain other parties.

"ADJUSTED BASE RATE" means the Base Rate plus 0.25% per annum.

"ADJUSTED EURODOLLAR RATE" means the Eurodollar Rate plus the Applicable Percentage.

"ADJUSTED NOI" means NOI less (a) an annual sum of $.25 per square foot for all Properties and (b) all interest income of the Combined Parties for the applicable period.

"ADMINISTRATIVE AGENT" means JPMorgan Chase Bank, N.A. or any successor administrative agent appointed pursuant to Section 10.9.

"AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation, partnership, limited liability company or real estate investment trust if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or real estate investment trust or to vote 10% or more of the partnership or membership interests of such partnership or limited liability company or (ii) to direct or cause direction of the management and policies of such corporation, trust, limited liability company or partnership, whether through the ownership of voting securities, as managing member or general partner, by contract or otherwise.

"AGENCY SERVICES ADDRESS" means 1111 Fannin, 10th Floor, Houston, TX 77002 Attn: Loan and Agency, or such other address as may be identified by written notice from the Administrative Agent to the Borrowers.

"AGENT-RELATED PERSONS" means the Administrative Agent (including any successor administrative agent), together with its Affiliates (including, in the case of JPMorgan Chase Bank, N.A. in its capacity as Administrative Agent, J.P. Morgan Securities Inc.), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

"ANNUALIZED MODIFIED ADJUSTED NOI" means an amount equal to (a) Adjusted NOI for the prior fiscal quarter for all Properties owned during such entire fiscal quarter multiplied times four plus (b) Adjusted NOI for the number of days owned for all Properties acquired during such fiscal quarter multiplied by a fraction equal to 365 divided by the number of days such Property was owned by a Combined Party.

"APPLICABLE PERCENTAGE" means if either (i) BRT has at least two Unsecured Senior Debt Ratings in effect or (ii) BOP has at least two Unsecured Senior Debt Ratings in effect, the appropriate applicable percentages corresponding to the Pricing Level in the table below based upon the lowest Unsecured Senior Debt Ratings of (A) BRT, if BRT has at least two Unsecured Senior Debt Ratings in effect and BOP does not, (B) BOP, if BOP has at least two Unsecured Senior Debt Ratings in effect and BRT does not or (C) if both BRT and BOP have at least two Unsecured Senior Debt Ratings in effect, the Borrower with the lowest Unsecured Senior Debt Rating, in each case as of the most recent Calculation Date; provided that (x) if either or both of BOP or BRT has three Unsecured Senior Debt Ratings in effect, the appropriate applicable percentages shall correspond to the Pricing Level based on the lower Unsecured Senior Debt Rating of the two highest Unsecured Senior Debt Ratings of the applicable Borrower under clauses (A), (B) and (C) above and (y) if neither BOP nor BRT has at least two Unsecured Senior Debt Ratings in effect, the Applicable Percentage shall be based on Pricing Level II below:

---------------------------------------------------------------------------------------------
                                                              Applicable Percentage for
    Pricing Level       Unsecured Senior Debt Rating              Eurodollar Loans
---------------------------------------------------------------------------------------------
         I           BBB- or better from S&P                           1.00%
                     Baa3 or better from Moody's or
                     BBB- or better from Fitch
---------------------------------------------------------------------------------------------
         II          <BBB- from S&P                                    1.35%
                     <Baa3 from Moody's or
                     <BBB- from Fitch
---------------------------------------------------------------------------------------------

The Applicable Percentage for Loans shall be determined and adjusted on the date (each a "CALCULATION DATE") BRT or BOP obtains at least two Unsecured Senior Debt Ratings or the date there is a change in any Unsecured Senior Debt Rating of BRT or BOP that would cause a change in the Applicable Percentage, in each case promptly after the Administrative Agent receives notice regarding such Unsecured Senior Debt Rating. Each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date.

The Borrowers shall promptly deliver to the Administrative Agent, at the address set forth on Schedule 11.1 and at the Agency Services Address, information regarding any change in the Unsecured Senior Debt Rating that would change the existing Pricing Level for the Applicable Percentage as set forth above.

"ARRANGER" means J.P. Morgan Securities Inc., in its capacity as lead arranger and sole bookrunner.

"BANKRUPTCY CODE" means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

"BASE RATE" means, for any day, the rate per annum equal to the greater of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

"BASE RATE LOAN" means a Loan bearing interest based on a rate determined by reference to the Base Rate.

"BOP" means Brandywine Operating Partnership, L.P., a Delaware limited partnership, together with any successors and permitted assigns.

"BORROWERS" means BRT and BOP and "BORROWER" means either one of them.

"BRT" means Brandywine Realty Trust, a Maryland real estate investment trust, together with any successors and permitted assigns.

"BUSINESS DAY" means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market.

"CALCULATION DATE" has the meaning set forth in the definition of Applicable Percentage in this Section 1.1.

"CAPITAL EXPENDITURES" means all expenditures of the Borrowers and their Subsidiaries which, in accordance with GAAP, would be classified as capital expenditures, including, without limitation, Capital Leases.

"CAPITAL LEASE" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on a balance sheet of that Person.

"CAPITAL MARKETS TRANSACTION" means the issuance by the Borrowers or any Material Subsidiary after the Closing Date of (a) debt securities (excluding mortgage financings or borrowings under the Revolving Credit Facility, the Interim Facility or this Loan Agreement) or (b) common or preferred equity or equity equivalent securities, including partnership interests, limited liability company interests and convertible securities (however designated, and whether voting or non-voting, but excluding equity not issued for the purpose of raising cash (including, but not limited to, equity issued upon exercise of options or upon awards to company executives or trustees, equity issued under any dividend reinvestment plan and equity securities issued in private placements to a limited number of investors in connection with joint venture transactions)) issued in the public or private capital markets.

"CAPITAL PERCENTAGE" means, with respect to the interest of a Borrower or one of its Subsidiaries in another Person, the percentage interest of such Person based on the aggregate amount of net capital contributed by such Borrower or such Subsidiary in such Person at the time of determination relative to all capital contributions made in such Person at such time of determination.

"CAPITALIZATION RATE" means 8.50%.

"CASH EQUIVALENTS" means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time and demand deposits and certificates of deposit of (i) any Lender or any of its Affiliates, (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing within six months of the date of acquisition, (d)

repurchase agreements with a bank or trust company (including any of the Lenders) or securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which a Borrower or one of its Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (d).

"CHANGE OF CONTROL" means any of the following events:

(a) any "person" or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become, directly or indirectly, the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time or the occurrence of any contingency), by way of merger, consolidation or otherwise, of 20% or more of the voting power of BRT on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of BRT convertible into or exercisable for voting power of BRT (whether or not such securities are then currently convertible or exercisable); or

(b) during any period of up to twelve (12) consecutive months commencing on or after the Closing Date, individuals who were trustees of BRT at the beginning of such period (the "CONTINUING TRUSTEES"), plus any new trustees whose election or appointment was approved by a majority of the Continuing Trustees then in office, shall cease for any reason to constitute a majority of the Board of Trustees of BRT; or

(c) BRT fails to directly own at least 75% of the aggregate ownership interests in BOP (giving effect to any convertible interests with respect thereto).

"CLOSING DATE" means the date hereof.

"CODE" means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

"COMBINED PARTIES" means the Borrowers and their Subsidiaries and all joint ventures or partnerships to which a Borrower or one of its Subsidiaries is a party.

"CONSTRUCTION-IN-PROCESS" means a Property on which construction of improvements (excluding tenant improvements and excluding work prior to erection of the structure of the building) has commenced and is proceeding to completion in the ordinary course but has not yet been completed (as such completion shall be evidenced by a temporary or permanent certificate of occupancy permitting use of such Property by the general public). Any such Property shall be treated as Construction-in-Process until the earlier of (i) 12 months from the date of completion (as evidenced by a certificate of occupancy permitting use of such Property by the general public) or (ii) such Property achieves an 85% occupancy rate (determined on the basis of tenants paying rent).

"CONTINUING TRUSTEES" has the meaning set forth in the definition of Change of Control.

"DEBT PAYMENTS" means, for any period, for the Combined Parties, the sum of (a) Interest Expense for such period plus (b) all payments of principal and any required prepayments on Funded Debt of the Combined Parties (other than balloon payments) for such period, ending on the date of determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination).

"DEFAULT" means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

"DEFAULTING LENDER" means, at any time, any Lender that (a) has failed to fund its Pro Rata Share of the Loans which such Lender is obligated to fund under the terms of this Loan Agreement and such failure has not been cured as provided in Section 3.7 (but only for so long as such failure has not been cured as provided in Section 3.7), (b) has failed to purchase a Participation Interest required pursuant to the terms of this Loan Agreement (but only for so long as such Participation Interest is not purchased), (c) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Loan Agreement (but only for so long as such amount has not been repaid) or (d) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

"DOLLARS" and "$" each means the lawful currency of the United States of America.

"ELIGIBLE ASSIGNEE" means (a) any Lender or any Affiliate of a Lender;
(b) a commercial bank having total assets in excess of $5,000,000,000; (c) the central bank of any country which is a member of the Organization for Economic Cooperation and Development; or (d) a finance company or other financial institution reasonably acceptable to the Administrative Agent, which is regularly engaged in making, purchasing or investing in loans and having total assets in excess of $500,000,000 or is otherwise acceptable to the Administrative Agent. Neither a Borrower nor any Affiliate of the Borrowers shall qualify as an Eligible Assignee.

"ELIGIBLE GROUND LEASE" means a ground lease that (a) has a minimum remaining term of twenty-five (25) years, including tenant controlled options, as of any date of determination, (b) has customary notice rights, default cure rights, bankruptcy new lease rights and other customary provisions for the benefit of a leasehold mortgagee or has equivalent protection for a leasehold permanent mortgagee by a subordination to such leasehold permanent mortgagee of the landlord's fee interest, and (c) is otherwise acceptable for non-recourse leasehold mortgage financing under customary prudent lending requirements. The Eligible Ground Leases as of the date of this Loan Agreement are listed on Schedule EG.

"ELIGIBLE LAND" means undeveloped land which is zoned for office or industrial use and which is not subject to a building moratorium or other restriction on construction.

"ELIGIBLE SUBSIDIARY" means any Subsidiary of the Borrowers which has no Recourse Indebtedness and has not provided a guaranty of any other Funded Debt of the Borrowers.

"ELIGIBLE UNENCUMBERED PROPERTY SUBSIDIARY" means an Eligible Subsidiary that owns or ground-leases any Property that is treated as Unencumbered Property, Unencumbered Construction-in-Process or Unencumbered Eligible Land under this Agreement.

"ENVIRONMENTAL CLAIM" means any investigation, written notice, violation, written demand, written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or written claim whether administrative, judicial or private in nature arising (a) pursuant to, or in connection with, an actual or alleged violation of any Environmental Law, (b) in connection with any Hazardous Material, (c) from any assessment, abatement, removal, remedial, corrective, or other response action in connection with an Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat, or harm to health, safety, natural resources, or the environment.

"ENVIRONMENTAL LAWS" means any current or future legal requirement of any Governmental Authority pertaining to (a) the protection of health, safety, and the indoor or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife, (c) the protection or use of surface water and groundwater or (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material or (e) pollution (including any release to land surface water and groundwater) and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 U.S.C. 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. 1251 et seq., Clean Air Act of 1966, as amended, 42 U.S.C. 7401 et seq., Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seq., Hazardous Materials Transportation Act, 49 U.S.C. App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq., Oil Pollution Act of 1990, 33 U.S.C. 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001 et seq., National Environmental Policy Act of 1969, 42 U.S.C. 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f) et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order, or directive issued thereunder.

"EQUITY ISSUANCE" means any issuance by a Borrower or one of its Subsidiaries to any Person (other than another Borrower or Subsidiary) of shares of its capital stock, preferred stock, common or preferred shares of beneficial interest, partnership or membership interests or other equity interests, including pursuant to the exercise of options or warrants or pursuant to the conversion of any debt securities to equity; provided that the definition of Equity Issuance as used herein shall not include (a) issuances of equity to employees or trustees of a Borrower or one of its Subsidiaries to the extent such issuances do not exceed $2,000,000 in any one instance or $10,000,000, in the aggregate, during the term of this Loan Agreement, (b) issuances of common stock or common or preferred shares of beneficial interests the proceeds of which are used for the sole purpose of conversion or redemption of convertible preferred stock or perpetual preferred stock or preferred shares of beneficial interests, or (c) the issuance of equity interests in Brandywine Cognac I LLC to Prudential (or its assignee) as contemplated by the Master Agreement and the Acquisition Purchase Agreement.

"EQUITY NET CASH PROCEEDS" means, with respect to an Equity Issuance, the gross cash proceeds received from such Equity Issuance minus actual transaction costs and discounts of issuance payable to third parties in connection therewith.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

"ERISA AFFILIATE" means an entity, whether or not incorporated, which is under common control with a Borrower or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes a Borrower or any Subsidiary of a Borrower and which is treated as a single employer under subsections (b) or (c) of Section 414 of the Code.

"ERISA EVENT" means (i) with respect to any Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (ii) the withdrawal of a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under
Section 4042 of ERISA; (v) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vi) the complete or partial withdrawal of a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or (viii) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.

"EURODOLLAR LOAN" means a Loan bearing interest based on a rate determined by reference to the Adjusted Eurodollar Rate.

"EURODOLLAR RATE" means, for the Interest Period for each Eurodollar Loan, a per annum interest rate as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to such Interest Period that appears on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) Business Days preceding the first day of such Interest Period; provided, however, if the rate described above does not appear on the Telerate page 3750 on any applicable interest determination date, the Eurodollar Rate shall be the rate (rounded upwards to the nearest one-hundred thousandth of one percent, if necessary) for deposits in Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) Business Days prior to the beginning of such Interest Period. If both the Dow Jones Market Service and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars in an amount comparable to the principal amount of such Loan and for a period of time comparable to such Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) Business Days preceding the first day of such Interest Period as selected by Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two

quotations are provided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks in an amount comparable to the principal amount of such Loan and for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) Business Days preceding the first day of such Interest Period. In the event that Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed that the Eurodollar Rate for a Eurodollar Loan cannot be determined and the provisions of Section 3.10 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Eurodollar Reserve Percentage with respect to Eurodollar deposits of the Person serving as the Administrative Agent, then for any period during which such Eurodollar Reserve Percentage shall apply, the Eurodollar Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Eurodollar Reserve Percentage.

"EURODOLLAR RESERVE PERCENTAGE" means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurodollar liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Loans is determined) with respect to member banks of the Federal Reserve System, whether or not any Lender has any Eurodollar liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurodollar liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

"EVENT OF DEFAULT" means any of the events or circumstances described in Section 9.1.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, modified, succeeded or replaced from time to time, and the rules and regulations promulgated thereunder.

"FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded upward, at the discretion of the Administrative Agent, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

"FEE LETTER" means that certain letter agreement, dated as of October 3, 2005 between the Administrative Agent and BRT, as amended, modified, supplemented or replaced from time to time.

"FITCH" means Fitch Ratings or any successor or assignee of the business of such company in the business of rating securities.

"FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of (a) Adjusted NOI for such period to (b) the sum of Debt Payments for such period plus all dividends on preferred shares of beneficial interest of BRT or preferred operating partnership units of BOP (not owned by BRT) for such period plus any letter of credit fees for such period.

"FUNDED DEBT" means, without duplication, the sum of (a) all Indebtedness of the Combined Parties for borrowed money, (b) all purchase money Indebtedness of the Combined Parties, (c) the principal portion of all obligations of the Combined Parties under Capital Leases, (d) all obligations, contingent or otherwise, relative to the face amount of all letters of credit (other than letters of credit supporting trade payables in the ordinary course of business), whether or not drawn, and banker's acceptances issued for the account or upon the application of a Combined Party (it being understood that, to the extent an undrawn letter of credit supports another obligation constituting Indebtedness, in calculating aggregated Funded Debt only such other obligation shall be included), (e) all Guaranty Obligations of the Combined Parties with respect to the indebtedness of another Person of the types described in this definition, (f) all indebtedness of another Person of the types described in this definition that is secured by a Lien on any property of the Combined Parties whether or not such indebtedness has been assumed by a Combined Party, (g) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of a Combined Party where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all obligations of the Combined Parties in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate or commodity price hedging agreements and (i) all take out loan commitments to the extent such take out commitment is not supported by a financial commitment from a third party containing standard terms and conditions; provided that Funded Debt shall not include intercompany items or trade payables incurred in the ordinary course of business; and provided further that, for purposes of calculating the Leverage Ratio, the Secured Debt Ratio, the Unsecured Debt limitation and the Unencumbered Cash Flow Ratio, to the extent Funded Debt includes Indebtedness in respect of Construction-in-Process, the amount of such Funded Debt shall be deemed to be the total construction costs incurred for the Construction-in-Process as of such date. The calculation of Funded Debt of the Combined Parties shall be subject to Section 1.4.

"FUNDING DATE" means the date, on or after the Closing Date, on which all of the conditions set forth in Section 5.1 and Section 5.2 have been satisfied (or waived) in a manner satisfactory to the Administrative Agent and the Lenders and on which the Term Loans under this Loan Agreement are made by the Lenders to the Borrowers.

"FUNDS FROM OPERATIONS", when used with respect to any Person, shall have the meaning given to such term in, and shall be calculated in accordance with, standards promulgated by the National Association of Real Estate Investment Trusts in effect from time to time.

"GAAP" means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

"GOVERNMENTAL AUTHORITY" means any Federal, state, local or provincial court or governmental agency, authority, instrumentality or regulatory body.

"GUARANTORS" means any Persons who may from time to time execute a Guaranty, as required by Section 7.12 or otherwise, together with their successors and assigns; in each case unless released as a Guarantor pursuant to
Section 8.5(b) or Section 11.19.

"GUARANTY" means a guaranty of payment provided by a Subsidiary of a Borrower in favor of the Administrative Agent and the Lenders in the form of Exhibit 7.12.

"GUARANTY OBLIGATIONS" means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made. It is understood and agreed that for purposes of any "completion guaranty" provided by a Borrower or one of its Subsidiaries, the amount of Indebtedness associated with such completion guaranty shall be none unless such completion guaranty is enforced (or written notice of the intent to enforce such completion guaranty has been received) at which time the Indebtedness associated with such completion guaranty shall equal the remaining cost to complete the project plus ten percent until such time as a certificate of occupancy is issued.

"HAZARDOUS MATERIALS" means any substance, material or waste defined or regulated in or under any Environmental Laws.

"INCENTIVE STOCK PLAN" means the BRT Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time, and any other equity incentive plan hereafter established by BRT or one of its Subsidiaries pursuant to which awards of equity interests in BRT or such Subsidiary may be made to employees of BRT or one of its Subsidiaries.

"INDEBTEDNESS" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guaranty Obligations of such Person,
(g) the principal portion of all obligations of such Person under (i) Capital Leases and (ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements, or other interest or exchange rate or commodity price hedging agreements, (i) the maximum amount of all performance and standby letters of credit issued or bankers' acceptances facilities created for the account or upon the application of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (j) all preferred stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date; provided that Indebtedness shall not include preferred stock which carries a defined term if its conversion or redemption occurs solely through the issuance of additional equity or from the proceeds of an equity offering, (k) all obligations evidenced by take out commitments, (l) the aggregate amount of uncollected accounts receivables of such Person subject at such time to a sale of receivables (or similar transaction) regardless of whether such transaction is effected without recourse to such Person or in a manner that would not be reflected on the balance sheet of such Person in accordance with GAAP and (m) all obligations of

such Person to repurchase any securities which repurchase obligation is related to the issuance thereof, including, without limitation, obligations commonly known as residual equity appreciation potential shares or forward equity purchase contracts; provided, however, that Indebtedness shall not include intercompany items or trade payables incurred in the ordinary course of business. Subject to Section 1.4, the Indebtedness of any Person shall include the Indebtedness of any partnership or unincorporated joint venture in which such Person is legally obligated or has a reasonable expectation of being liable with respect thereto.

"INDENTURE" means the Indenture and First Supplemental Indenture dated as of October 22, 2004 and May 25, 2005, respectively, among BOP, as Issuer, BRT, as Parent Guarantor, and The Bank of New York, as Trustee.

"INTEREST COVERAGE RATIO" means, for any period, the ratio of (a) Adjusted NOI for such period to (b) Interest Expense for such period.

"INTEREST EXPENSE" means, for any period, with respect to the Combined Parties, all net interest expense, whether paid or accrued (including that portion applicable to Capital Leases in accordance with GAAP) plus capitalized interest.

"INTEREST PAYMENT DATE" means (a) as to Base Rate Loans, the last Business Day of each month and the Loan Maturity Date, (b) as to any Eurodollar Loan, the last day of such Eurodollar Loan's Interest Period and the Loan Maturity Date.

"INTEREST PERIOD" means, as to Eurodollar Loans, a period of one, two or three months' duration as the Borrowers may elect commencing, in each case, on the date of the borrowing (including, as applicable, continuations and conversions thereof); provided, however, (a) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (b) no Interest Period shall extend beyond the Loan Maturity Date, and (c) where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.

"INTEREST RATE HEDGES" has the meaning set forth in Section 7.13.

"INTERIM FACILITY" means the up to $100,000,000 Interim Loan Agreement that the Borrowers and JPMorgan Chase Bank, N.A. and certain other parties may enter into on or about the date of the Acquisition.

"INVESTMENT" in any Person means (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of capital stock, bonds, notes, debentures, partnership interests, membership interests, joint ventures or other ownership interests or other securities of such other Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

"LENDER" means the Person serving as the Administrative Agent, any of the other financial institutions party to this Loan Agreement, or any other Person which may provide an additional Loan and become a party to this Loan Agreement or becomes an assignee of any rights to a Lender pursuant to Section 11.3, together with their successors and permitted assigns.

"LEVERAGE RATIO" means the ratio of (a) Funded Debt to (b) the sum (the "TOTAL ASSET VALUE") of (i) Property Value plus (ii) all unrestricted cash of the Combined Parties plus (iii) all Cash Equivalents of the Combined Parties plus (iv) all unrestricted tenant security deposits held by the Combined Parties plus (v) the aggregate of all amounts of the Combined Parties incurred and paid with respect to Construction-in-Process and Eligible Land, which credit will be limited to 20% of Total Asset Value in the aggregate and 15% of Total Asset Value for any single project or parcel, plus (vi) all notes receivable of the Combined Parties, which credit will be limited to 5% of Total Asset Value, plus
(vii) all investments of the Combined Parties in (based on the actual cash investment in), directly or indirectly, entities (other than Combined Parties) holding real estate assets, which credit will be limited to 2.5% of Total Asset Value; provided that (A) the amount included in Total Asset Value pursuant to clause (b)(i) above with respect to any Pre-Stabilized Acquisition Property shall be the higher of (x) 50% of the value at cost to the Combined Parties of such Pre-Stabilized Acquisition Property or (y) the Property Value of such Pre-Stabilized Acquisition Property and (B) from the Closing Date through December 31, 2006, the amount included in Total Asset Value pursuant to clause
(b)(i) above with respect to the Property known as Cira Centre in Philadelphia, Pennsylvania shall be calculated by using the pro-forma Property Value of such Property based on executed leases for such Property.

"LIEN" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind, including, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof.

"LOAN" or "LOANS" means a Term Loan made by a Lender pursuant to
Section 2.1; provided, that if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Conversion/Continuation, the term "Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

"LOAN DOCUMENTS" means this Loan Agreement, the Notes, each Guaranty (if any), the Notice of Borrowing, any Notice of Continuation/Conversion and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

"LOAN MATURITY DATE" means January 4, 2007.

"LOAN PARTIES" means the Borrowers and any Guarantors and "LOAN PARTY" means any one of them.

"MASTER AGREEMENT" means the Master Agreement, dated as of October 3, 2005 by and between BOP and Prudential.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the business, assets, operations, condition (financial or otherwise) or prospects of BRT, BOP or the Borrowers and their Subsidiaries taken as a whole, (b) the ability of a Borrower to perform its respective obligations under this Loan Agreement or any of the other Loan Documents, (c) the ability of a Guarantor to perform its respective obligations under any of the other Loan Documents, unless the Guarantor subject to such material adverse effect could be immediately released as a Guarantor in compliance with Section 8.5(b), or (d) the validity or enforceability of this Loan Agreement, any of the other Loan Documents, or the rights and remedies of the Lenders hereunder or thereunder taken as a whole.

"MATERIAL SUBSIDIARY" means any Eligible Unencumbered Property Subsidiary and any Subsidiary of a Borrower which is a Guarantor.

"MOODY'S" means Moody's Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

"MULTIEMPLOYER PLAN" means a Plan which is a multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

"MULTIPLE EMPLOYER PLAN" means a Plan (other than a Multiemployer Plan) in which a Borrower, a Subsidiary of a Borrower or any ERISA Affiliate and at least one employer other than a Borrower, a Subsidiary of a Borrower or any ERISA Affiliate are contributing sponsors.

"NET INCOME" means, for any period, the net income for such period of the Combined Parties, as determined in accordance with GAAP.

"NET OFFERING PROCEEDS" means all cash proceeds received by the Borrowers or their respective Subsidiaries from a Capital Markets Transaction, less actual costs, expenses and discounts of issuance paid by the Borrowers or such Subsidiary, as the case may be.

"NET WORTH" means, as of any date, the net worth of the Borrowers and their Subsidiaries on a consolidated basis, as determined in accordance with GAAP.

"NOI" means, for any period, an amount equal to (a) Net Income for such period (excluding the effect of any extraordinary or other non-recurring gains or losses or other non-cash losses outside the ordinary course of business) plus
(b) an amount which in the determination of Net Income for such period has been deducted for (i) proceeds to minority interests, (ii) income taxes, (iii) depreciation and amortization and (iv) Interest Expense, less (c) 3% of the total real estate revenue of the Combined Parties as a property management expense.

"NON-EXCLUDED TAXES" has the meaning set forth in Section 3.13.

"NON-RECOURSE INDEBTEDNESS" means any Indebtedness: (a) under the terms of which the payee's remedies upon the occurrence of an event of default are limited to specific, identified assets of the payor which secure such Indebtedness and (b) for the repayment of which neither a Borrower nor any Subsidiary of a Borrower (other than a special purpose Subsidiary of a Borrower which owns such assets) has any personal liability beyond the loss of such specified assets, except for liability for fraud, material misrepresentation or misuse or misapplication of insurance proceeds, condemnation awards, existence of hazardous wastes or other customary exceptions to non-recourse provisions.

"NOTE" or "NOTES" means the promissory notes of the Borrowers in favor of each of the Lenders evidencing the Loans provided pursuant to Section 2.1, individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time and in the form of Exhibit 2.1(f).

"NOTICE OF BORROWING" means the request by the Borrowers for the Loans, in the form of Exhibit 2.1(b).

"NOTICE OF CONTINUATION/CONVERSION" means a request by the Borrowers to continue an existing Eurodollar Loan to a new Interest Period or to convert a Eurodollar Loan to a Base Rate Loan or to convert a Base Rate Loan to a Eurodollar Loan, in the form of Exhibit 2.1(d).

"OBLIGATIONS" means, without duplication, all of the obligations, liabilities and indebtedness of the Loan Parties to the Lenders and the Administrative Agent, whenever arising, under this Loan Agreement, the Notes or any of the other Loan Documents to which a Loan Party is a party, including without limitation the outstanding principal amount of the Loans.

"PARTICIPATION INTEREST" means a Loan by a Lender by way of a purchase of a participation in any Loans as provided in Section 3.8.

"PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

"PERMITTED INVESTMENTS" means, subject in all cases to Sections 7.10, 7.15 and 8.5(b), Investments which are (a) cash or Cash Equivalents, (b) accounts receivable and accrued rents receivable created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, (c) Investments by a Borrower or one of its Subsidiaries in another Borrower or Subsidiary, (d) earnest money and similar deposits in respect of Properties made in the ordinary course of business, (e) (i) the Acquisition and (ii) the acquisition of other new Properties; provided that the Borrowers and their Subsidiaries may not invest in undeveloped land in excess of 5% of Total Asset Value, in the aggregate, except for Eligible Land, (f) Investments in joint ventures (whether or not Subsidiaries) not to exceed, in the aggregate at any one time, 15% of Total Asset Value, (g) Investments existing on the date hereof in certain special purpose entities listed on Schedule 8.6, (h) Investments in Construction-in-Process in which the aggregate full-budgeted costs of construction of all Construction-in-Process do not exceed, in the aggregate at any one time, 20% of Total Asset Value; (i) repurchases by a Borrower or any Subsidiary of its capital stock or shares of beneficial interest (including the repurchase of stock or shares of beneficial interest that is retired, cancelled or terminated) or other ownership interests (including options, warrants and stock appreciation rights) as long as prior to and after giving effect thereto, no Default or Event of Default exists; and (j) Investments not otherwise described in or covered by the other subclauses of this definition including, without limitation, loans to officers, directors and employees; provided that (i) such Investments do not exceed, in the aggregate at any one time, 5% of Total Asset Value and (ii) such Investments, together with the Investments referred to in subclauses (e)(ii), (f) and (h), do not exceed (in the aggregate at any one time) 25% of Total Asset Value.

"PERMITTED LIENS" means (a) Liens securing Obligations, (b) Liens for taxes not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof),
(c) Liens in respect of property imposed by law arising in the ordinary course of business such as materialmens', mechanics', warehousemens', carriers', landlords' and other nonconsensual statutory Liens which are not yet due and payable or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof); (d) Liens arising from good faith deposits in connection with or to secure performance of tenders, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (other than obligations in respect of the payment of borrowed money), (e) Liens arising from good faith deposits in connection with or to secure performance of statutory obligations and surety and appeal bonds, (f) easements, rights-of-way, restrictions (including zoning restrictions), matters of plat, minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered property for its intended

purposes, (g) judgment Liens that would not constitute an Event of Default, (h) Liens arising by virtue of any statutory or common law provision relating to bankers' liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a creditor depository institution, (i) Liens in connection with Indebtedness permitted by Section 8.1(c); provided that if such Lien is created with respect to an Unencumbered Property, the Borrowers shall give the Administrative Agent written notice of the creation of such Lien in accordance with Section 7.15(b) (if applicable), and (j) Liens existing on the date hereof and identified on Schedule 8.2; provided that no such Lien shall extend to any property other than the property subject thereto on the Closing Date.

"PERSON" means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any Governmental Authority.

"PLAN" means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" within the meaning of Section 3(5) of ERISA.

"PRENTISS" means Prentiss Properties Trust, a Maryland real estate investment trust.

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

"PRICING LEVEL" means, based upon the Unsecured Senior Debt Rating of the Borrowers, as applicable, the corresponding category (I or II) within the Applicable Percentage table.

"PRIME RATE" means the per annum rate of interest announced publicly from time to time by the Person that is the Administrative Agent at its principal offices (or such other principal office of such Person as communicated in writing to the Borrowers and the Lenders) as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective at the opening of business on the day specified in the public announcement of such change. The Prime Rate is a rate set by the Person that is the Administrative Agent based upon various factors including such Person's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate.

"PRIVATE PLACEMENT NOTES" means the $113,000,000 4.34% Notes issued pursuant to that certain Note Purchase Agreement dated as of November 14, 2004, as may be amended, restated or otherwise modified from time to time.

"PRO FORMA BASIS" means with respect to (a) the sale of a Property or the sale of an equity interest in a Loan Party or Eligible Unencumbered Property Subsidiary, (b) the creation of a Lien on a Property or (c) the acquisition of or Investment in a Property or other asset that is subject to Section 7.15, that such sale, creation of Lien, acquisition or Investment shall be deemed to have occurred as of the first day of the four fiscal quarter period ending as of the last day of the most recent fiscal quarter for which the Lenders have received the financial information required by Section 7.1(b).

"PRO RATA SHARE" means, with respect to any Lender, (a) prior to the making of the Term Loans or the expiration of the Term Loan Commitments, the percentage set forth on Exhibit 1.1(a) and (b) after the Funding Date, the percentage obtained by dividing (i) the aggregate amount of such Lender's Loans (as may be adjusted from time to time in accordance with the provisions of this Loan Agreement or any Assignment and Acceptance to which such Lender is a party), by (ii) the aggregate amount of all of the Lenders' Loans.

"PROPERTIES" means all real properties owned or ground-leased by the Borrowers and their Subsidiaries whether directly or through a joint venture investment.

"PROPERTY VALUE" means Annualized Modified Adjusted NOI divided by the Capitalization Rate; provided that for any Property owned by a Borrower or a Subsidiary of a Borrower for fewer than twelve (12) months (including the assets acquired in the Acquisition), the Property Value of such Property shall instead be its value at cost to such Borrower or Subsidiary in accordance with GAAP.

"PRUDENTIAL" means The Prudential Insurance Company of America, a New Jersey corporation and its assignees.

"RECOURSE INDEBTEDNESS" means any Indebtedness other than Non-Recourse Indebtedness.

"REGULATION D, O, T, U, OR X" means Regulation D, O, T, U or X, respectively, of the Board of Governors of the Federal Reserve System (or any successor body) as from time to time in effect and any successor to all or a portion thereof.

"REIT" means a real estate investment trust as defined in Sections 856-860 of the Code.

"REIT SUBSIDIARY" means a Subsidiary of the Borrowers that is a REIT.

"REPORTABLE EVENT" means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived by regulation.

"REQUIRED LENDERS" means, at any time, the Lenders whose Pro Rata Shares in the aggregate are equal to or greater than sixty-six and two-thirds percent (66.67%); provided, however, that if any Lender is a Defaulting Lender, "Required Lenders" means Lenders (excluding all Defaulting Lenders) whose Pro Rata Shares represent sixty-six and two-thirds (66.67%) or more of the aggregate Pro Rata Shares of such Lenders.

"REQUIREMENT OF LAW" means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or final, non-appealable determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its material property is subject.

"REVOLVING CREDIT FACILITY" means (i) that certain Amended and Restated Revolving Credit Agreement, dated as of December 22, 2005, among the Borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, and (ii) any credit facility entered into as an amendment or modification thereto, or in substitution or replacement thereof, including any increase to the amount which may be borrowed thereunder.

"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

"SECURED DEBT" means all Funded Debt of the Combined Parties that is subject to a Lien in favor of the creditor holding such Funded Debt; provided that any Funded Debt owed to the Lenders hereunder shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the Lenders.

"SECURED DEBT RATIO" means the ratio of (a) Secured Debt to (b) Property Value plus, to the extent Secured Debt includes Funded Debt on Construction-in-Process, total construction costs incurred as of such date with respect to such Construction-in-Process.

"SIGNIFICANT SUBSIDIARY" means any Eligible Unencumbered Property Subsidiary, any Subsidiary of the Borrowers which is a Guarantor, and any other Subsidiary of the Borrowers which contributes at least $25,000,000 to Total Asset Value.

"SINGLE EMPLOYER PLAN" means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

"SOLVENT" means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person's assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"SPIN-OUT" means the transfer to Prudential of the Specified Assets (as defined in the Merger Agreement) as provided in the Master Agreement and the Acquisition Purchase Agreement.

"SUBSIDIARY" means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of stock of such corporation shall have or might have voting power by reason of the lapse of time or the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (b) any partnership, association, joint venture, limited liability company, trust or other entity in which such Person directly or indirectly through Subsidiaries has more than a 50% equity interest or 50% Capital Percentage at any time.

"TERM LOAN" has the meaning set forth in Section 2.1.

"TERM LOAN COMMITMENT" means, with respect to any Lender, the obligations of such Lender to make Loans pursuant to the terms and conditions of this Loan Agreement, and which shall not exceed the principal amount set forth opposite such Lender's name on Exhibit 1.1(a) hereto or in the Assignment and Acceptance by which it became a Lender, as modified from time to time pursuant to the terms of this Loan Agreement or to give effect to any applicable Assignment and Acceptance, and "TERM LOAN COMMITMENTS" means the aggregate principal amount of the Term Loan Commitments of all the Lenders, the maximum amount of which shall be $750,000,000.

"TERMINATION EVENT" means (a) with respect to any Single Employer Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (b) the withdrawal of any Borrower or any of its Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (c) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (e) any event or condition which might reasonably constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (f) the complete or partial withdrawal of any Borrower or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan.

"TOTAL ASSET VALUE" has the meaning assigned to such term in the definition of Leverage Ratio.

"UNENCUMBERED CASH FLOW RATIO" means the ratio of (a) Annualized Modified Adjusted NOI with respect to Unencumbered Properties to (b) Interest Expense on Unsecured Debt for the twelve (12) month period ending on the date of determination.

"UNENCUMBERED CONSTRUCTION-IN-PROCESS" means all

Construction-in-Process that is (i) wholly-owned by a Loan Party or an Eligible Subsidiary that is a Wholly-Owned Subsidiary of the Borrowers, (ii) not subject to a Lien or negative pledge other than (a) nonconsensual Permitted Liens and
(b) Liens in favor of the Lenders to secure the Obligations, and (iii) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED CONSTRUCTION-IN-PROCESS AND ELIGIBLE LAND VALUE" means the sum of Unencumbered Construction-in-Process and Unencumbered Eligible Land, in each case valued at the lower of cost or market.

"UNENCUMBERED ELIGIBLE LAND" means all Eligible Land that is (i) wholly-owned by a Loan Party or an Eligible Subsidiary that is a Wholly-Owned Subsidiary of the Borrowers, (ii) not subject to a Lien or negative pledge other than (a) nonconsensual Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, and (iii) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED PROPERTIES" means all Properties that are (i) wholly-owned or leased under an Eligible Ground Lease by a Loan Party or an Eligible Subsidiary that is a Wholly-Owned Subsidiary of the Borrowers, (ii) not subject to a Lien or negative pledge other than (a) nonconsensual Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, (iii) improved with a building that has received a certificate of occupancy, and (iv) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED PROPERTY VALUE" means the sum of (i) Property Value with respect to all Unencumbered Properties, plus (ii) the aggregate amount of unrestricted cash and Cash Equivalents in excess of $25,000,000; provided that Unencumbered Property Value with respect to any Pre-Stabilized Acquisition Property (so long as such Property constitutes an Unencumbered Property) shall be calculated by using the higher of (x) 50% of the value at cost to the Combined Parties of such Pre-Stabilized Acquisition Property or (y) the Property Value of such Pre-Stabilized Acquisition Property.

"UNENCUMBERED VALUE" means the sum of Unencumbered Property Value plus Unencumbered Construction-in-Process and Eligible Land Value; provided that (i) no property shall account for more than 15% of Unencumbered Value and (ii) Unencumbered Construction-in-Process and Eligible Land Value shall not account for more than 15% of Unencumbered Value.

"UNSECURED DEBT" means the sum of all Funded Debt of the Combined Parties that was incurred, and continues to be outstanding, without granting a Lien to the creditor holding such Funded Debt; provided that all Funded Debt of the Combined Parties owing under the Revolving Credit Facility shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the lenders parties thereto.

"UNSECURED SENIOR DEBT RATING" means either (a) if BRT or BOP has issued unsecured, senior, long term, non-credit enhanced debt, the debt rating provided by S&P, Moody's or Fitch with respect to such unsecured, senior, long term, non-credit enhanced debt, or (b) if BRT or BOP has not issued unsecured, senior, long term, non-credit enhanced debt, the issuer rating for BRT or BOP provided by Moody's or Fitch or the corporate credit rating for BRT or BOP provided by S&P.

"WHOLLY-OWNED SUBSIDIARY OF THE BORROWERS" means a Subsidiary of a Borrower in which the Borrowers directly or indirectly own 100% of the equity interests (excluding those equity interests that are owned by other Persons in order to permit such Subsidiary to qualify as a REIT, so long as the Borrowers directly or indirectly own at least 99% of the equity interests in such Subsidiary and control decisions regarding the sale and financing of all Properties owned by such Subsidiary).

1.2 COMPUTATION OF TIME PERIODS AND OTHER DEFINITION PROVISIONS.

For purposes of computation of periods of time hereunder, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding." References in this Loan Agreement to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to this Loan Agreement unless otherwise specifically provided. References in this Loan Agreement to "during the term of this Loan Agreement" shall mean the period from the Funding Date to the earlier of the Loan Maturity Date or the acceleration of the Loans pursuant to Section 9.2.

1.3 ACCOUNTING TERMS.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis, and excluding the effects of consolidation of investments in non-wholly owned subsidiaries under Interpretation No. 46 of the Financial Accounting Standards Board. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrowers that GAAP has not changed since the most recent financial statements delivered by the Borrowers to the Lenders or, if GAAP has changed, describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Loan Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the financial statements described in Section 5.2(d)); provided, however, if (a) the Borrowers shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 60 days after delivery of such financial statements (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrowers to the Lenders as to which no such objection shall have been made.

1.4 JOINT VENTURE INVESTMENTS.

For purposes of calculating the financial covenants in Section 7.2 (including the definitions used therein) and the definition of Permitted Investments, (a) NOI, Adjusted NOI, Annualized Modified Adjusted NOI, Property Value and Interest Expense shall be calculated, to the extent applicable, to include the pro-rata share (as determined by their respective percentage interests in the profits and losses of such joint venture) of results attributable to the Borrowers and their Subsidiaries from joint ventures and (b)

Indebtedness and Funded Debt shall be calculated as follows: (i) if the Indebtedness of a joint venture is recourse to such Borrower (or Subsidiary), then the amount of such Indebtedness or Funded Debt that is recourse to such Borrower (or Subsidiary), without duplication, and (ii) if the Indebtedness of such joint venture is not recourse to such Borrower (or Subsidiary), then such Borrower's (or Subsidiary's) pro-rata share of such Indebtedness or Funded Debt as determined by its percentage interest in the profits and losses of such joint venture. For purposes of this Section 1.4, Indebtedness of a joint venture that is recourse to a Borrower or one of its Subsidiaries solely as a result of such Borrower (or Subsidiary) being a partner or member in such joint venture shall be treated as not recourse to such Borrower (or Subsidiary) as long as the only assets owned by such Borrower (or Subsidiary) are its equity interest in such joint venture and any contributed capital held to fund such equity interest.

SECTION 2.

LOAN FACILITY

2.1 LOANS.

(a) Commitment to Lend. Subject to the terms and conditions set forth in this Loan Agreement, each Lender hereby severally and not jointly agrees to make a term loan in Dollars (the "TERM LOAN" and collectively, the "TERM LOANS") to the Borrowers on the Funding Date, in an amount equal to such Lender's Pro Rata Share of the principal amount of $750,000,000. The aggregate amount of the Loans to be made hereunder shall not exceed $750,000,000. The Loans shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Share, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Loan hereunder nor shall the Loans of any Lender be increased or decreased as a result of any such failure. The Term Loan Commitments shall expire on the earlier of (i) the date on which the Loans are made and (ii) January 30, 2006.

(b) Method of Borrowing for Loans. By no later than 11:00 a.m. three Business Days prior to the Funding Date, the Borrowers shall submit an irrevocable written Notice of Borrowing in the form of Exhibit 2.1(b) to the Administrative Agent setting forth (i) the amount requested, (ii) whether such Loans shall be Base Rate Loans or Eurodollar Loans, (iii) with respect to Loans that will be Eurodollar Loans, the Interest Period applicable thereto, (iv) a certification that the Borrowers have complied in all respects with Section 5.1 and
Section 5.2 and (v) the proposed Funding Date.

(c) Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Pro Rata Share of the total requested Loans available to the Administrative Agent by 1:00 p.m. on the Funding Date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of the requested Loans are made available to the Administrative Agent.

No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the Funding Date that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the Funding Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowers, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.

(d) Continuations and Conversions. The Borrowers shall have the option with respect to any Loan, on any Business Day, to continue existing Eurodollar Loans for a subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate Loans; provided, however, that (i) each such continuation or conversion must be requested by the Borrowers pursuant to a written Notice of Continuation/Conversion, in the form of Exhibit 2.1(d), in compliance with the terms set forth below, (ii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted on the last day of the Interest Period applicable thereto,
(iii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or Event of Default and (iv) any request to continue a

Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall result in a conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent (which shall promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.

(e) Minimum Amounts/Restrictions on Loans. Each request for a conversion or continuation of a Loan shall be subject to the requirements that (i) each Eurodollar Loan shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess thereof and (ii) no more than eight Eurodollar Loans shall be outstanding at any one time. For the purposes of this Section 2.1(e), all Eurodollar Loans with the same Interest Periods beginning on the same date shall be considered as one Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if they begin or end on the same date, shall be considered as separate Eurodollar Loans.

(f) Notes. The Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrowers to each Lender in substantially the form of Exhibit 2.1(f).

2.2 JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

(a) Each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Loan Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them.

(b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations arising under this Loan Agreement and the other Loan Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them.

(c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. Each Borrower further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other Borrower for amounts so paid under this Credit Agreement until such time as the Lenders have been paid in full and all Commitments under this Credit Agreement have been terminated.

(d) The obligations of each Borrower under the provisions of this Section 2.2 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets.

(e) Except as otherwise expressly provided herein, to the extent permitted by law, each Borrower hereby waives notice of acceptance of its joint and several liability and of all extensions of credit to the Borrowers by the Lenders, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Loan Agreement), or of any presentment or demand for any payment under this Loan Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Lenders under or in respect of any of the obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Loan Agreement and the benefit of any laws that exonerate or limit the liability of co-borrowers or sureties and any defenses provided by those laws. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Lenders at any time or times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Loan Agreement, any and all other indulgences whatsoever by the Administrative Agent or the Lenders in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or any failure to act on the part of the Administrative Agent or the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.2, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 2.2, it being the intention of each Borrower that, so long as any of

the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.2 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.2 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or a Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any of the Lenders.

(f) The provisions of this Section 2.2 are made for the benefit of the Lenders and their successors and assigns, and may be enforced by them from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.2 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of either of the Borrowers, or otherwise, the provisions of this Section 2.2 will forthwith be reinstated and in effect as though such payment had not been made.

(g) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of either Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

2.3 APPOINTMENT OF BOP.

BRT hereby appoints BOP to act as its agent for all purposes under this Loan Agreement (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans) and agrees that (i) BOP may execute such documents on behalf of BRT as BOP deems appropriate in its sole discretion and BRT shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent or the Lenders to BOP shall be deemed delivered to BRT and
(iii) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by BOP on behalf of BRT.

2.4 NON-RECOURSE.

Notwithstanding anything herein to the contrary, no recourse shall be had against any past, present or future shareholder, officer, director or trustee of BRT for any obligation of the Loan Parties under the Loan Documents, or for any claim based thereon or otherwise in respect thereof; provided, however, that this Section 2.4 shall not restrict or limit any claim against any such Person arising out of or occurring with respect to fraud or any intentional misrepresentation or any act or omission that is willful or wanton or constitutes gross negligence or willful misconduct.

SECTION 3.

GENERAL PROVISIONS APPLICABLE TO LOANS

3.1 INTEREST.

(a) Interest Rate. Except as otherwise provided in Section 3.1(b), all Base Rate Loans shall accrue interest at the Adjusted Base Rate. All Eurodollar Loans shall accrue interest at the Adjusted Eurodollar Rate.

(b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Loan Documents (including without limitation fees and expenses) shall bear interest, payable on demand, at a per annum rate equal to four percent (4%) plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Base Rate Loans plus four percent (4%) per annum); provided that unless the Loans have been accelerated, interest, including the default rate of interest, shall only be due and payable on the Interest Payment Dates.

(c) Interest Payments. Interest on Loans shall be due and payable in arrears on each Interest Payment Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the succeeding Business Day, except that in the case of Eurodollar Loans where the succeeding Business Day falls in the succeeding calendar month, such Interest Payment Date shall be the preceding Business Day.

3.2 PLACE AND MANNER OF PAYMENTS.

All payments of principal, interest, fees, expenses and other amounts to be made by a Borrower under this Loan Agreement shall be made by such Borrower unconditionally and without deduction for any counterclaim, defense, recoupment or setoff and received not later than 2:00 p.m. on the date when due, in Dollars and in immediately available funds, to the Administrative Agent at its offices in New York City, New York. Payments received after such time shall be deemed to have been received on the next Business Day. The Borrowers shall, at the time they make any payment under this Loan Agreement, specify to the Administrative Agent the Loans, fees or other amounts payable by the Borrowers hereunder to which such payment is to be applied (and in the event that they fail to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 3.7, distribute such payment to the Lenders in such manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute any such payment to the Lenders on the day received if such payment is received prior to 2:00 p.m.; otherwise the Administrative Agent will distribute such payment to the Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day.

3.3 PREPAYMENTS.

(a) Voluntary Prepayments. The Borrowers shall have the right to prepay the Loans, in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days' prior written notice to the Administrative Agent and any prepayment of Eurodollar Loans will be subject to Section 3.14, (ii) (x) in the case of Eurodollar Loans, each such partial prepayment shall be in the minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, or (y) in the case of Base Rate Loans, each such partial prepayment shall be in the minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof. Amounts pre-paid pursuant to this Section 3.3(a) may not be reborrowed.

(b) Mandatory Prepayments.

(i) If at any time after the Closing Date a Change of Control shall occur (the date on which such Change of Control occurs being the "PREPAYMENT DATE"), the Term Loan Commitments shall terminate and reduce to zero and the Borrowers shall immediately prepay the Loans on the Prepayment Date as if the Prepayment Date were the Loan Maturity Date. The Borrowers shall make such prepayment on the Prepayment Date together with all accrued interest on the amount prepaid and any unpaid fees and expenses that are due and owing.

(ii) If the Borrowers or any Subsidiary receives any Net Offering Proceeds, the Borrowers shall prepay the Loans in an amount equal to the amount of such Net Offering Proceeds on the date such Net Offering Proceeds are received. The Borrowers shall make such prepayment on the date such Net Offering Proceeds are received together with all accrued interest on the amount prepaid and any unpaid fees and expenses that are due and owing.

Amounts prepaid pursuant to this Section 3.3(b) may not be reborrowed.

(c) Application of Prepayments. All amounts paid pursuant to
Section 3.3(a) shall be applied as directed by the Borrowers. All amounts paid pursuant to Section 3.3(a) and 3.3(b), the application of which has not been directed by the Borrowers, shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments hereunder shall be subject to Section 3.14; provided that prepayments required to be made pursuant to Section 3.3(b)(i) that repay a Eurodollar Loan within 30 days of the last day of its Interest Period shall not be subject to Section 3.14.

3.4 FACILITY FEE; ADMINISTRATIVE FEES. (a) The Borrowers shall pay to the Administrative Agent, for the pro-rata benefit of each Lender (based on each Lender's Pro Rata Share) a facility fee (the "FACILITY FEE") equal to the sum of: (A) 0.15% of the total outstanding principal amount of the Term Loans (if any) on the date that is 90 days after the Funding Date, which amount shall be earned and payable on the date that is 90 days after the Funding Date, (B) 0.25% of the total outstanding principal amount of the Term Loans (if any) on the date that is 180 days after the Funding Date, which amount shall be earned and payable on the date that is 180 days after the Funding Date, and (C) 0.25% of the total outstanding principal amount of the Term Loans (if any) on the date that is 270 days after the Funding Date, which amount shall be earned and payable on the date that is 270 days after the Funding Date.

(b) The Borrowers agree to pay to the Administrative Agent, for its own account, an annual fee as agreed to between the Borrowers and the Administrative Agent in the Fee Letter.

3.5 PAYMENT IN FULL AT MATURITY. On the Loan Maturity Date, the entire outstanding principal balance of all Loans, together with accrued but unpaid interest and all other sums owing with respect thereto, shall be due and payable in full, unless accelerated sooner pursuant to Section 9.2.

3.6 COMPUTATIONS OF INTEREST AND FEES.

(a) Except for Base Rate Loans bearing interest based on the Prime Rate, which shall be calculated on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing (or continuation or conversion) but exclude the date of payment.

(b) It is the intent of the Lenders and the Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Loan Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Loan Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other indebtedness evidenced by any of the Loan Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

3.7 PRO RATA TREATMENT.

Except to the extent otherwise provided herein, the Loans, each payment or prepayment of principal of any Loan, each payment of fees (other than administrative fees payable pursuant to Section 3.4, and each conversion or continuation of any Loan, shall (except as otherwise provided in Section 3.11) be allocated pro rata among the Lenders according to each Lender's Pro Rata Share; provided that, if any Lender shall have failed to pay its applicable Pro Rata Share of any Loan, then any amount to which such Lender would otherwise be entitled pursuant to this Section 3.7 shall instead be payable to the Administrative Agent until the share of such Loan not funded by such Lender has been repaid; provided further, that in the event any amount paid to any Lender pursuant to this Section 3.7 is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, at the Base Rate plus two percent (2%) per annum.

3.8 SHARING OF PAYMENTS.

The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing to such Lender under this Loan Agreement through the exercise of a right of setoff, banker's lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (other than in connection with an assignment pursuant to Section 3.15 or Section 11.3, in excess of its pro rata share of such payment as provided for in this Loan Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Loan Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation.

Except as otherwise expressly provided in this Loan Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Loan Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Administrative Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim.

3.9 CAPITAL ADEQUACY.

If, after the date hereof, any Lender has determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender to the Borrowers and the Administrative Agent, the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or parent corporation) on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. This covenant shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

3.10 INABILITY TO DETERMINE INTEREST RATE.

If prior to the first day of any Interest Period, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers and the Lenders when such conditions no longer exist. If such notice is given (a) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans and (b) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loans.

3.11 ILLEGALITY.

Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Loan Agreement, (a) such Lender shall promptly give written notice of such circumstances to the Borrowers and the Administrative Agent (which notice shall be promptly withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrowers shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.14; provided that no such payments shall be required if the conversion of a Eurodollar Loan occurs within 30 days of the last day of the Interest Period of such Eurodollar Loan.

3.12 REQUIREMENTS OF LAW.

If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender):

(a) shall subject such Lender to any tax of any kind whatsoever with respect to any Eurodollar Loans made by it or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 3.13 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations (if any) under Section 3.13(b)) and changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its applicable lending office, branch, or any Affiliate thereof);

(b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or

(c) shall impose on such Lender any other condition (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrowers from such Lender, through the Administrative Agent, in accordance herewith, the Borrowers shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable, provided that, in any such case, the Borrowers may elect to convert the Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day's notice of such election, in which case the Borrowers shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.14. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.12, it shall provide prompt notice thereof to the Borrowers, through the Administrative Agent, certifying (x) that one of the events described in this
Section 3.12 has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Section 3.12 submitted by such Lender, through the Administrative Agent, to the Borrowers shall be conclusive and binding on the parties hereto in the absence of manifest error. This covenant shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

3.13 TAXES.

(a) Except as provided below in this Section 3.13, all payments made by the Borrowers under this Loan Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, excluding taxes measured by or imposed upon the overall net income of any Lender or its applicable lending office, or any branch or Affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or Affiliate thereof, in each case imposed in lieu of net income taxes: (i) by the jurisdiction under the laws of which such Lender, applicable lending office, branch or Affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such tax and such Lender, applicable lending office, branch or Affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Loan Agreement or any Notes. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("NON-EXCLUDED TAXES") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any Notes, (A) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and any Notes, provided, however, that the Borrowers shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this Section 3.13 whenever any Non-Excluded Taxes are payable by the Borrowers, and (B) as promptly as possible after request therefor the Borrowers shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrowers showing payment thereof. If the Borrowers fail to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrowers shall indemnify the Administrative Agent and any Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

(b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall:

(i) (A) on or before the date of any payment by the Borrowers under this Loan Agreement or Notes to such Lender, deliver to the Borrowers and the Administrative Agent (x) two duly completed copies of United States Internal Revenue Service Form W8-BEN or W8-ECI, or successor applicable form, as the case may be, certifying that it is entitled to receive payments under this Loan Agreement and any Notes without deduction or withholding of any United States federal income taxes and (y) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax;

(B) deliver to the Borrowers and the Administrative Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrowers; and

(C) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrowers or the Administrative Agent; or

(ii) in the case of any such Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, such Lender shall (A) represent to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (B) furnish to the Borrowers, on or before the date of any payment by the Borrowers, with a copy to the Administrative Agent, two accurate and complete original signed copies of Internal Revenue Service Form W-8, or successor applicable form certifying to such Lender's legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Internal Revenue Code with respect to payments to be made under this Loan Agreement and any Notes (and to deliver to the Borrowers and the Administrative Agent two further copies of such form on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most

recently provided form and, if necessary, obtain any extensions of time reasonably requested by the Borrowers or the Administrative Agent for filing and completing such forms), and (C) agree, to the extent legally entitled to do so, upon reasonable request by the Borrowers, to provide to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Loan Agreement and any Notes.

Notwithstanding the above, if any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrowers and the Administrative Agent then such Lender shall be exempt from such requirements. Each Person that shall become a Lender or a participant of a Lender pursuant to Section 11.3 shall, upon the effectiveness of the related transfer, and if applicable, be required to provide all of the forms, certifications and statements required pursuant to this subsection (b); provided that in the case of a participant of a Lender, the obligations of such participant of a Lender pursuant to this subsection (b) shall be determined as if such participant of a Lender were a Lender except that such participant of a Lender shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

3.14 COMPENSATION.

Except as expressly set forth in Section 3.3(c), the Borrowers promise to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrowers in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrowers have given a notice requesting the same in accordance with the provisions of this Loan Agreement, (b) default by the Borrowers in making any prepayment of a Eurodollar Loan after the Borrowers have given a notice thereof in accordance with the provisions of this Loan Agreement and (c) any continuation, conversion, payment or prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification shall be calculated by the Administrative Agent and shall include, without limitation, an amount equal to (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein minus (ii) the amount of interest which would have accrued to such Lender on

such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. The agreements in this Section 3.14 shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, any prepayment of a Eurodollar Loan made hereunder (as a result of a mandatory requirement of this Loan Agreement) within thirty (30) days of the end of the Interest Period with respect to such Eurodollar Loan, shall not be subject to this Section 3.14.

3.15 MITIGATION; MANDATORY ASSIGNMENT.

Each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 3.9 through 3.14 inclusive to the greatest extent practicable (including transferring the Loans to another lending office or one of its Affiliates) unless, in the opinion of such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to the Borrowers for additional payments in accordance with Sections 3.9, 3.10, 3.11, 3.12, 3.13 or 3.14 or a Lender becomes a Defaulting Lender, then, provided that no Default or Event of Default has occurred and is continuing at such time, the Borrowers may, at their own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 11.3(b) and any expense pursuant to Section 3.14), and in their sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)), all of its interests, rights and obligations under this Loan Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other governmental authority and (b) the Borrowers or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 3.9 through 3.14. Notwithstanding such assignment, and without limiting any other provision of this Loan Agreement, such assigning Lender shall continue to benefit from the provisions of Sections 3.9, 3.12, 3.13 and 11.5 with respect to the period before the effectiveness of such assignment.

SECTION 4.

[RESERVED]

SECTION 5.

CONDITIONS PRECEDENT

5.1 CLOSING CONDITIONS.

The effectiveness of this Loan Agreement and the obligation of the Lenders to make the Loans is subject to satisfaction of the following conditions:

(a) Executed Loan Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Loan Agreement; (ii) the Notes; (iii) the Notice of Borrowing; and (iv) all other Loan Documents required to be delivered on or before the Funding Date, each in form and substance reasonably acceptable to the Administrative Agent in its sole discretion.

(b) Partnership Documents. With respect to each Loan Party that is a partnership, receipt by the Administrative Agent of the following:

(i) Partnership Agreements. Certified copies of the partnership agreement of such Loan Party, together with all amendments thereto.

(ii) Certificates of Good Standing or Existence. A certificate of good standing or existence for such Loan Party issued as of a recent date by its state of organization and each other state where the failure to qualify or be in good standing could have a Material Adverse Effect.

(c) Corporate Documents. With respect to each Loan Party that is a corporation, receipt by the Administrative Agent of the following:

(i) Charter Documents. Copies of the articles or certificates of incorporation or other charter documents of such Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the bylaws of such Loan Party certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date.

(iii) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to such Loan Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of incorporation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(d) Limited Liability Company Documents. With respect to each Loan Party that is a limited liability company, receipt by the Administrative Agent of the following:

(i) Certificate of Formation. A copy of the certificate of formation of such Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or jurisdiction of its formation and certified by the sole or managing member of such Loan Party to be true and correct as of the Closing Date.

(ii) Operating Agreement. A copy of the Operating Agreement of such Loan Party certified by the sole or managing member of such Loan Party to be true and correct as of the Closing Date.

(iii) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to such Loan Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(e) Trust Documents. With respect to BRT, receipt by the Administrative Agent of the following:

(i) Declaration of Trust. A copy of the Declaration of Trust of BRT certified to be true and complete by the appropriate Governmental Authority of the state or jurisdiction of its formation and certified by the secretary of BRT to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the Bylaws of BRT certified by the trustee of BRT to be true and complete as of the Closing Date.

(iii) Resolutions. Copies of the resolutions of the Board of Trustees of BRT approving and adopting the Loan Documents to which it and each Loan Party is a party, the transactions contemplated therein and authorizing execution and delivery thereof by and on behalf of itself and each Loan Party.

(iv) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to BRT certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(v) Incumbency. An incumbency certificate with respect to each of the Loan Parties, certified by a secretary or assistant secretary of BRT to be true and correct as of the Closing Date.

5.2 FUNDING CONDITIONS.

The obligation of the Lenders to make the Loans on the Funding Date is further subject to satisfaction of the following conditions:

(a) Opinion of Counsel. Receipt by the Administrative Agent of opinions (which shall cover, among other things, authority, legality, validity, binding effect and enforceability), satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the Funding Date, from legal counsel to the Loan Parties.

(b) Material Adverse Effect. There shall not have occurred a change since December 31, 2004 that has had or could reasonably be expected to have a Material Adverse Effect.

(c) Litigation. There shall not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority against a Loan Party or any of its Subsidiaries that would have or would reasonably be expected to have a Material Adverse Effect.

(d) Officer's Certificate. The Administrative Agent shall have received a certificate of the Borrowers on behalf of the Loan Parties as of the Funding Date stating that (i) the Loan Parties and each of their Subsidiaries are in compliance with all existing material financial obligations, (ii) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority that purports to affect a Loan Party or any transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding could have or could be reasonably expected to have a Material Adverse Effect, (iii) the financial statements and information included in the Borrowers' Form 10-K report for the year ended December 31, 2004 and the Form 10-Q Report for the quarter ended September 30, 2005 were prepared in good faith and using reasonable assumptions and (iv) immediately after giving effect to this Loan Agreement, the other Loan Documents and all the transactions contemplated herein and therein to occur on such date, (A) each of the Loan Parties is Solvent, (B) no Default or Event of Default exists, (C) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (D) the Borrowers and their Subsidiaries are in compliance as of the Funding Date on a pro forma basis (after giving effect to the Acquisition) with each of the financial covenants set forth in Section 7.2.

(e) Fees and Expenses. Payment by the Borrowers of all fees and expenses owed by them to the Lenders and the Administrative Agent, including, without limitation, payment to the Administrative Agent of the fees set forth herein and in the Fee Letter.

(f) Consents and Approvals. All governmental, shareholder, partner, member and third-party consents and approvals necessary or, in the opinion of the Administrative Agent, desirable in connection with the Loans and the transactions contemplated under the Loan Documents shall have been duly obtained and shall be in full force and effect, and a copy of each such consent or approval shall have been delivered to the Administrative Agent.

(g) Acquisition. Receipt by the Administrative Agent of evidence of the closing of the Acquisition and a certificate from BRT stating that (i) there have been no amendments, waivers or other modifications to the Acquisition Purchase Agreement (except as consented to by the Administrative Agent), (ii) all conditions precedent to the effectiveness of the Acquisition under the Acquisition Purchase Agreement have been satisfied (or waived with the consent of the Administrative Agent) and (iii) no Company Material Adverse Effect shall have occurred under (and as defined in) the Acquisition Purchase Agreement (other than a Company Material Adverse Effect that has been waived with the consent of the Administrative Agent).

(h) No Legal Impediments. No law, regulation, order, judgment or decree of any Governmental Authority shall, and the Administrative Agent shall not have received any notice that litigation is pending or threatened which is likely to (i) enjoin, prohibit or restrain the making of the Term Loans on the Funding Date or (ii) impose or result in the imposition of a Material Adverse Effect.

(i) Delivery of Notice. The Borrowers shall have delivered a Notice of Borrowing, duly executed and completed, by the time specified in Section 2.1(b).

(j) Representations and Warranties. The representations and warranties made by the Combined Parties in any Loan Document shall be true and correct in all material respects at and as if made as of such date except to the extent they expressly and exclusively relate to an earlier date.

(k) No Default. No Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto.

(l) Release of Guarantors for Other Debt. Receipt by the Administrative Agent of officer's certificates and opinions or other satisfactory evidence of the release of all guaranties provided by the Subsidiaries of the Borrowers pursuant to the Indenture and the Private Placement Notes prior to or substantially concurrent with the Funding Date.

(m) Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably and timely requested by any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership and contingent liabilities of the Borrowers and their Subsidiaries.

SECTION 6.

REPRESENTATIONS AND WARRANTIES

Each of the Borrowers hereby represents to the Administrative Agent and each Lender that:

6.1 FINANCIAL CONDITION.

The financial statements described in Section 5.2(d) and those delivered to the Lenders pursuant to Section 7.1(a) and (b): (a) have been prepared in accordance with GAAP (subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end audit adjustments) and (b) present fairly the consolidated financial condition, results of operations and cash flows of the Borrowers and their Subsidiaries as of such date and for such periods. Since December 31, 2004, there has been no sale, transfer or other disposition by any Borrower or any of its Subsidiaries of any material part of the business or property of the Borrowers and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock or other equity interests of any other Person) material in relation to the consolidated financial condition of the Borrowers and their Subsidiaries (other than the Acquisition), taken as a whole, in each case, which, is not (i) reflected in the most recent financial statements described in Section 5.2(d) or delivered to the Lenders pursuant to Section 7.1 or in the notes thereto or (ii) otherwise permitted by the terms of this Loan Agreement.

6.2 NO MATERIAL CHANGE.

Since December 31, 2004, there has been no development or event relating to or affecting a Combined Party which has had or would be reasonably expected to have a Material Adverse Effect.

6.3 ORGANIZATION AND GOOD STANDING.

Each Borrower and each Material Subsidiary (a) is either a partnership, a corporation, a limited liability company or a REIT duly organized or formed, validly existing and in good standing under the laws of the state (or other jurisdiction) of its organization or formation, (b) is duly qualified and in good standing as a foreign partnership, a foreign corporation, a foreign limited liability company or a foreign REIT and authorized to do business in every other jurisdiction where the failure to be so qualified, in good standing or authorized would have or would reasonably be expected to have a Material Adverse Effect and (c) has the power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

6.4 DUE AUTHORIZATION.

Each Loan Party (a) has the power and authority to execute, deliver and perform this Loan Agreement and the other Loan Documents to which it is a party and to incur the obligations herein and therein provided for and to consummate the transactions contemplated herein and therein and (b) is duly authorized, and has been authorized by all necessary action, to execute, deliver and perform this Loan Agreement and the other Loan Documents to which it is a party and to consummate the transactions contemplated herein and therein.

6.5 NO CONFLICTS.

Neither the execution and delivery of the Loan Documents, nor the consummation of the transactions contemplated herein and therein, nor the performance of or compliance with the terms and provisions hereof and thereof by a Loan Party will (a) violate or conflict with any provision of its or its Material Subsidiaries' organizational or governing documents, (b) violate, contravene or materially conflict with any Requirement of Law or any other law, regulation (including, without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it or its Material Subsidiaries, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it or any of its Material Subsidiaries is a party or by which it or its Material Subsidiaries may be bound, the violation of which would have or would be reasonably expected to have a Material Adverse Effect, or (d) result in or require the creation of any Lien upon or with respect to its or its Material Subsidiaries' properties.

6.6 CONSENTS.

Except for consents, approvals, authorizations and orders that have been obtained, and filings, registrations and qualifications that have been made, no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party in respect of any Loan Party is required in connection with the execution, delivery or performance of this Loan Agreement or any of the other Loan Documents by such Loan Party or the consummation of the transactions contemplated herein and therein.

6.7 ENFORCEABLE OBLIGATIONS.

This Loan Agreement and the other Loan Documents to which it is a party have been duly executed and delivered and constitute legal, valid and binding obligations of each Loan Party enforceable against such Loan Party in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors' rights generally or by general equitable principles.

6.8 NO DEFAULT.

No Combined Party is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be reasonably expected to have a Material Adverse Effect. No Default or Event of Default has occurred or exists except as previously disclosed in writing to the Lenders.

6.9 OWNERSHIP.

Each Borrower and each of its Subsidiaries is the owner or ground-lessee of, and has good and marketable fee or leasehold title to, all of its respective assets and none of such assets is subject to any Lien other than Permitted Liens.

6.10 INDEBTEDNESS.

The Borrowers and their Subsidiaries have no Indebtedness except as otherwise permitted by this Loan Agreement.

6.11 LITIGATION.

There are no actions, suits or legal, equitable, arbitration or administrative proceedings or investigations, pending or, to the knowledge of any Borrower, threatened, against a Combined Party which would have or would be reasonably expected to have a Material Adverse Effect.

6.12 TAXES.

Each Borrower, and each of its Subsidiaries, has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and has paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. No Borrower is aware of any material proposed tax assessments against it or any of its Subsidiaries.

6.13 COMPLIANCE WITH LAW.

Each Combined Party is in compliance with all Requirements of Law and all other laws, rules, regulations, orders and decrees (including without limitation Environmental Laws) applicable to it, or to its properties, unless such failure to comply would not have or would not be reasonably expected to have a Material Adverse Effect. No Requirement of Law would be reasonably expected to cause a Material Adverse Effect.

6.14 COMPLIANCE WITH ERISA.

Except as would not result in or be reasonably expected to result in a Material Adverse Effect:

(a) During the five-year period prior to the date on which this representation is made or deemed made: (i) no ERISA Event has occurred, and, to the best of each Borrower's, each Subsidiary of a Borrower's and each ERISA Affiliate's knowledge, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.

(b) The actuarial present value of all "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed made (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan.

(c) No Borrower, Subsidiary of a Borrower or ERISA Affiliate has incurred, or, to the best of each such party's knowledge, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. No Borrower, Subsidiary of a Borrower or ERISA Affiliate would become subject to any withdrawal liability under ERISA if any such party were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Borrower, Subsidiary of a Borrower or ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of each such party's knowledge, reasonably expected to be in reorganization, insolvent, or terminated.

(d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Borrower, any Subsidiary of a Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Borrower, any Subsidiary of a Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

(e) No Borrower, Subsidiary of a Borrower or ERISA Affiliate has material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

6.15 ORGANIZATION STRUCTURE/SUBSIDIARIES.

As of the Funding Date (after giving effect to the Acquisition), (a) Schedule 6.15 is a complete and accurate organization chart of the Combined Parties, and (b) no Borrower has any Subsidiaries or owns an interest, directly or indirectly, in any joint venture, except as set forth on Schedule 6.15. The outstanding equity interest of all Subsidiaries of the Borrowers are validly issued, fully paid and non-assessable and are owned by the Borrowers free and clear of all Liens. Schedule 6.15 shall be updated as of the end of each fiscal quarter as set forth in Section 7.1(c). Each owner of an Unencumbered Property, Unencumbered Construction-in-Process or Unencumbered Eligible Land is either a Loan Party or an Eligible Subsidiary.

6.16 USE OF PROCEEDS; MARGIN STOCK.

The proceeds of the Loans will be used solely for the purposes specified in Section 7.10. None of the proceeds of the Loans will be used in a manner that would violate Regulation U, Regulation X, or Regulation T. No proceeds of the Loans will be used for the acquisition of another Person unless the board of directors (or other comparable governing body) or stockholders (or other equity owners), as appropriate, of such Person has approved such acquisition.

6.17 GOVERNMENT REGULATION.

No Borrower, nor any of its Subsidiaries, is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940 or the Interstate Commerce Act, each as amended. No director, executive officer or principal shareholder of a Borrower or any of its Subsidiaries is a director, executive officer or principal shareholder of any Lender. For the purposes hereof the terms "director," "executive officer" and "principal shareholder" (when used with reference to any Lender) have the respective meanings assigned thereto in Regulation O.

6.18 ENVIRONMENTAL MATTERS.

(a) Except as would not have or be reasonably expected to have a Material Adverse Effect:

(i) Each of the Properties and all operations at the Properties are in material compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Properties or the businesses operated by a Borrower or any of its Subsidiaries (the "Businesses"), and there are no conditions relating to the Businesses or Properties that would be reasonably expected to give rise to liability under any applicable Environmental Laws.

(ii) No Borrower, nor any of its Subsidiaries, has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding Hazardous Materials or compliance with Environmental Laws with regard to any of the Properties or the Businesses, nor does any Borrower or any of its Subsidiaries have knowledge that any such notice is being threatened.

(iii) Hazardous Materials have not been transported or disposed of from the Properties, or generated, treated, stored or disposed of at, on or under any of the Properties or any other location, in each case by, or on behalf or with the permission of, any Borrower or any of its Subsidiaries in a manner that would reasonably be expected to give rise to liability under any applicable Environmental Law.

(iv) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Borrower or any of its Subsidiaries, threatened, under any Environmental Law to which any Borrower or any of its Subsidiaries is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Borrower or any of its Subsidiaries, the Properties or the Businesses, in any amount reportable under the federal Comprehensive Environmental Response, Compensation and Liability Act or any analogous state law, except releases in compliance with all Environmental Laws.

(v) There has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations (including, without limitation, disposal) of a Borrower or any of its Subsidiaries in connection with the Properties or otherwise in connection with the Businesses except in compliance with Environmental Laws.

(vi) None of the Properties contains, or to the best knowledge of the Borrowers and their Subsidiaries has previously contained, any Hazardous Materials at, on or under the Properties in amounts or concentrations that, if released, constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

(vii) No Borrower, nor any of its Subsidiaries, has assumed any liability of any Person (other than a Borrower) under any Environmental Law.

(b) Each Borrower, and each of its Subsidiaries, has adopted procedures that are designed to (i) ensure that each such party, any of its operations and each of the properties owned or leased by such party remains in compliance with applicable Environmental Laws and (ii) minimize any liabilities or potential liabilities that each such party, any of its operations and each of the properties owned or leased by each such party may have under applicable Environmental Laws.

6.19 SOLVENCY.

Each Loan Party, is and, after consummation of the transactions contemplated by this Loan Agreement, will be Solvent.

6.20 INVESTMENTS.

All Investments of the Borrowers and their Subsidiaries are Permitted Investments.

6.21 LOCATION OF PROPERTIES.

As of the Funding Date (after giving effect to the Acquisition), set forth on Schedule 6.21 is (a) a list of all Properties (with street address, county and state where located) and the owner of such Property and (b) a list of all Unencumbered Properties. Schedule 6.21 shall be updated as of the end of each fiscal quarter as set forth in Section 7.1(c).

6.22 DISCLOSURE.

Neither this Loan Agreement nor any financial statements delivered to the Lenders nor any other document, certificate or statement furnished to the Lenders by or on behalf of any Borrower or its Subsidiaries in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading in light of the circumstances in which made; provided, however, that the Borrowers make no representation or warranty regarding the information delivered pursuant to Section 7.1(i).

6.23 LICENSES, ETC.

The Combined Parties have obtained, and hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other rights, consents and approvals which are necessary for the operation of their respective businesses as presently conducted, except where the failure to obtain the same would not have or would not reasonably be expected to have a Material Adverse Effect.

6.24 NO BURDENSOME RESTRICTIONS.

No Combined Party is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, would have or would be reasonably expected to have a Material Adverse Effect.

6.25 ELIGIBLE SUBSIDIARIES.

Each Subsidiary of the Borrowers which owns or ground-leases any Property that is treated as Unencumbered Property, Unencumbered Construction-in-Process or Unencumbered Eligible Land under this Agreement is either an Eligible Subsidiary or a Guarantor. Schedule 6.25 sets forth a list of all Eligible Subsidiaries which own or ground-lease any Property that is treated as Unencumbered Property, Unencumbered Construction-in-Process or Unencumbered Eligible Land under this Agreement as of the Funding Date (after giving effect to the Acquisition). Schedule 6.25 shall be updated as of the end of each fiscal quarter as set forth in Section 7.1(c).

6.26 FOREIGN ASSETS CONTROL REGULATIONS, ETC.

None of the requesting or borrowing of the Loans or the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. ss. 1 et seq., as amended) (the "TRADING WITH THE ENEMY ACT") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "FOREIGN ASSETS CONTROL REGULATIONS") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "EXECUTIVE ORDER"). Furthermore, neither a Borrower nor any of their Subsidiaries or other Affiliates (a) is or will become a "blocked person" as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such "blocked person".

SECTION 7.

AFFIRMATIVE COVENANTS

Each Borrower hereby covenants and agrees that so long as this Loan Agreement is in effect and until the Obligations have been paid in full:

7.1 INFORMATION COVENANTS.

The Borrowers will furnish, or cause to be furnished, to the Administrative Agent and, except as otherwise set forth in this Section, each of the Lenders:

(a) Annual Financial Statements. As soon as available, and in any event within 90 days after the close of each fiscal year of the Borrowers, a consolidated balance sheet and income statement of the Borrowers and their Subsidiaries as of the end of such fiscal year, together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal year, setting forth in comparative form consolidated figures as of the end of and for the preceding fiscal year, all such financial information described above to be in reasonable form and detail and audited by independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any manner.

(b) Quarterly Financial Statements. As soon as available, and in any event within 45 days after the close of each fiscal quarter of the Borrowers (other than the fourth fiscal quarter), a consolidated balance sheet and income statement of the Borrowers and their Subsidiaries, as of the end of such fiscal quarter, together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal quarter in each case setting forth in comparative form consolidated figures for (A) the corresponding quarter end and quarterly period of the preceding fiscal year and (B) management's proposed budget for such period, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of the chief financial officer of BOP to the effect that such quarterly financial statements fairly present in all material respects the financial condition and results of operations of the Borrowers and their Subsidiaries and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments. The information required pursuant to this subsection
(b) shall be delivered in both electronic and printed form.

(c) Officer's Certificate. At the time of delivery of the financial statements provided for in Sections 7.1(a) and 7.1(b), a certificate of the chief financial officer or chief executive officer of BRT, substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with the financial covenants contained in Section 7.2 by calculation thereof as of the end of each such fiscal period, including such detail and supporting documentation as reasonably requested by the Administrative Agent (and in the case of Section 7.2(d) and Section 7.2(e), indicating the number of fiscal quarters for which such ratio has exceeded 0.60 to 1.0), (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrowers propose to take with respect thereto, (iii) providing information regarding (A) Investments in a manner to demonstrate compliance with
Section 8.6 and (B) dividends and redemption of shares in a manner to demonstrate compliance with Section 8.7 and (iv) updating Schedule 6.15, Schedule 6.21 and Schedule 6.25 as appropriate. Such certificate shall be delivered in both electronic and printed form.

(d) Accountant's Certificate. Within the period for delivery of the annual financial statements provided in Section 7.1(a), a certificate of the accountants conducting the annual audit stating that they have reviewed this Loan Agreement and stating further whether, in the course of their audit, they have become aware of any Default or Event of Default and, if any such Default or Event of Default exists, specifying the nature and extent thereof.

(e) Annual Information and Projections. Within 30 days after the end of each fiscal year of the Borrowers, all such financial information regarding the Borrowers and their Subsidiaries and specifically regarding the Properties, as the Administrative Agent shall reasonably request, including, but not limited to, partnership, limited liability company and joint venture agreements, property cash flow projections, property budgets, actual and budgeted Capital Expenditures, operating statements (current year and immediately preceding year, if the Property existed as a Property in the immediately preceding year), mortgage information, rent rolls, lease expiration reports, leasing status reports, notes payable summary, bullet notes summary, equity funding requirements, contingent liability summary, lines of credit summary, lines of credit collateral summary, wrap notes and notes receivable summary, schedule of outstanding letters of credit, summary of cash and Cash Equivalents, projection of management and leasing fees and overhead budgets.

(f) Auditor's Reports. Promptly upon receipt thereof, a copy of any "management letter" submitted by independent accountants to any Borrower or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Borrower or any of its Subsidiaries.

(g) Reports. Promptly, (i) and in any case within five (5) days of receipt or transmission thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as any Borrower or any of its Subsidiaries shall send to its shareholders, members or partners generally, (ii) and in any case within ten (10) days of filing thereof, copies of all income tax returns filed by a Borrower and (iii) upon the written request of the Administrative Agent, all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters; provided, however, that if any such transmissions are done electronically, the Borrowers shall instead promptly notify the Administrative Agent of same and provide information on how to retrieve such information.

(h) Notices. Upon a Borrower obtaining knowledge thereof, such Borrower will give written notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and what action the Borrowers propose to take with respect thereto, (ii) the occurrence of any of the following with respect to any Borrower or any of its Subsidiaries: (A) the pendency or commencement of any litigation or arbitral or governmental proceeding against any Borrower or any of its Subsidiaries which if adversely determined would have or would be reasonably expected to have a Material Adverse Effect, or (B) the institution of any proceedings against any Borrower or any of its Subsidiaries with respect to, or the receipt of notice by such Person

of potential liability or responsibility for, violation, or alleged violation, of any federal, state or local law, rule or regulation, including, but not limited to, Environmental Laws, the violation of which would have or would be reasonably expected to have a Material Adverse Effect, and (iii) the occurrence of any enforcement or notice to enforce a completion guaranty and within five Business Days thereafter provide evidence that the remaining costs to complete the applicable project are covered by a construction loan and/or surety bond.

(i) ERISA. Upon a Borrower or any ERISA Affiliate obtaining knowledge thereof, the Borrowers will give written notice to the Administrative Agent promptly (and in any event within five Business Days) of: (i) any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event; (ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise of any withdrawal liability assessed against a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate, or of a determination that any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the failure to make full payment on or before the due date (including extensions) thereof of all amounts which a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate is required to contribute to each Plan pursuant to its terms as required to meet the minimum funding standard set forth in ERISA and the Code with respect thereto; or (iv) any change in the funding status of any Plan that could have a Material Adverse Effect; in each case together, with a description of any such event or condition or a copy of any such notice and a statement by the chief financial officer of the Borrowers briefly setting forth the details regarding such event, condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by such Borrower, Subsidiary or ERISA Affiliate with respect thereto. Promptly upon request, the Borrowers shall furnish the Administrative Agent and the Lenders with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each "plan year" (within the meaning of Section 3(39) of ERISA).

(j) Environmental.

(i) Subsequent to a notice from any Governmental Authority that would reasonably cause concern or during the existence of an Event of Default, and upon the written request of the Administrative Agent, the Borrowers will furnish or cause to be furnished to the Administrative Agent, at the Borrowers' expense, an updated report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous

Materials on any Property and as to the compliance by the Borrowers with Environmental Laws. If the Borrowers fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Borrowers hereby grant to the Administrative Agent and its representatives access to the Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Borrowers on demand and added to the Obligations.

(ii) Each of the Borrowers and their Subsidiaries will conduct and complete all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to address all Hazardous Materials on, from, or affecting any Property to the extent necessary to be in compliance with all Environmental Laws and all other applicable federal, state, and local laws, regulations, rules and policies and with the orders and directives of all Governmental Authorities exercising jurisdiction over such Property to the extent any failure would have or would be reasonably expected to have a Material Adverse Effect.

(k) Other Information. With reasonable promptness upon any such request, such other information regarding the Properties or regarding the business, assets or financial condition of the Borrowers and their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

7.2 FINANCIAL COVENANTS.

(a) Interest Coverage Ratio. The Interest Coverage Ratio, as of the end of each fiscal quarter of the Combined Parties for the twelve month period ending on such date, shall be greater than or equal to 2.0 to 1.0.

(b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio, as of the end of each fiscal quarter of the Combined Parties for the twelve month period ending on such date, shall be greater than or equal to 1.5 to 1.0.

(c) Net Worth. At the end of each fiscal quarter of the Combined Parties, Net Worth shall be greater than or equal to the sum of (i) $1,163,119,000 plus (ii) 70% of the Net Worth of Prentiss on the date of the Acquisition plus (iii) 75% of the Equity Net Cash Proceeds from all Equity Issuances after the Closing Date (other than Equity Issuances referred to in the following subclause (iv)) plus (iv) 75% of the actual increase in Net Worth (if any) resulting from an Equity Issuance after the Closing Date made in connection with an Incentive Stock Plan.

(d) Leverage Ratio. The Leverage Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to
(i) 0.60 to 1.0; provided that such ratio may exceed 0.60 to 1.0 as of the end of up to four (4) fiscal quarters of the Combined Parties during the term of this Agreement (whether or not consecutive) so long as such ratio does not exceed 0.65 to 1.0.

(e) Unsecured Debt Limitation. At the end of each fiscal quarter of the Combined Parties, the ratio of Unsecured Debt to Unencumbered Value shall be less than or equal to 0.60 to 1.0; provided that such ratio may exceed 0.60 to 1.0 as of the end of up to four (4) fiscal quarters of the Combined Parties during the term of this Agreement (whether or not consecutive) so long as such ratio does not exceed 0.65 to 1.0.

(f) Secured Debt Ratio. The Secured Debt Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to 0.40 to 1.0.

(g) Unencumbered Cash Flow Ratio. The Unencumbered Cash Flow Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be greater than or equal to 2.00 to 1.0.

7.3 PRESERVATION OF EXISTENCE.

Each of the Borrowers will do all things necessary to preserve and keep in full force and effect its existence, rights, franchises and authority and the existence, rights, franchises and authority of the Material Subsidiaries, except as permitted by Section 8.4. Without limiting the generality of the foregoing, BRT will do all things necessary to maintain its status as a REIT.

7.4 BOOKS AND RECORDS.

Each of the Borrowers will, and will cause its Subsidiaries to, keep complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).

7.5 COMPLIANCE WITH LAW.

Each of the Borrowers will, and will cause its Subsidiaries to, comply in all material respects with all material laws, rules, regulations and orders, and all applicable material restrictions imposed by all Governmental Authorities, applicable to it and its property (including, without limitation, Environmental Laws and ERISA).

7.6 PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

Each of the Borrowers will, and will cause its Subsidiaries to, pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that a Borrower or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) would give rise to an immediate right to foreclose on a Lien on an Unencumbered Property securing such amounts (unless no Default or Event of Default would exist after giving effect to the disposition of such Unencumbered Property) or (ii) would have a Material Adverse Effect.

7.7 INSURANCE.

Each of the Borrowers will, and will cause its Subsidiaries to, at all times maintain in full force and effect insurance (including worker's compensation insurance, liability insurance, casualty insurance and business interruption insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

7.8 MAINTENANCE OF ASSETS.

Each of the Borrowers will, and will cause its Subsidiaries to, maintain and preserve its Properties and all other assets in good repair, working order and condition, normal wear and tear excepted, and will make, or cause to be made, in the Properties and other assets, from time to time, all repairs, renewals, replacements, extensions, additions, betterments and improvements thereto as may be needed or proper, to the extent and in the manner customary for companies in similar businesses.

7.9 PERFORMANCE OF OBLIGATIONS.

Each of the Borrowers will, and will cause its Subsidiaries to, perform in all material respects all of its obligations under the terms of all material agreements, indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound.

7.10 USE OF PROCEEDS.

The Borrowers will use the proceeds of the Loans solely to pay a portion of the consideration owing from BRT or its Subsidiaries in connection with the Acquisition, to repay existing indebtedness of Prentiss, and to pay costs and expenses in connection with the Acquisition and the Spin-Out.

7.11 AUDITS/INSPECTIONS.

Upon reasonable notice and during normal business hours, each Borrower will, and will cause its Subsidiaries to, permit representatives appointed by the Administrative Agent, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Borrower's or other Combined Party's property, including, without limitation, the Properties, its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders, and to discuss all such matters with the officers, employees and representatives of the Borrowers, their Subsidiaries and any other Combined Party.

7.12 ADDITIONAL LOAN PARTIES.

At any time a Subsidiary of the Borrowers that is not a Loan Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (a) execute a Guaranty in substantially the form of Exhibit 7.12 and (b) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Revolving Credit Facility, the Indenture, the Private Placement Notes and the Interim Facility (if entered into).

7.13 INTEREST RATE PROTECTION AGREEMENTS.

The Borrowers shall maintain Interest Rate Hedges on a notional amount of the Funded Debt which, when added to the aggregate principal amount of the Funded Debt which bears interest at a fixed rate, equals or exceeds 60% of the aggregate principal amount of all Funded Debt (other than Indebtedness under the Loan Documents and the Interim Facility (if entered into)). "INTEREST RATE HEDGES" shall mean interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements having terms, conditions and tenors that are reasonably customary for borrowers such as the Borrowers and entered into by the Borrowers in order to provide protection to, or minimize the impact upon, the Borrowers and their Subsidiaries of increasing floating rates of interest applicable to the Funded Debt.

7.14 CONSTRUCTION.

With respect to any construction and development engaged in by the Combined Parties, the Borrowers shall or shall cause another Person to: (a) comply with all applicable regulations and codes and (b) complete all such construction and development in accordance with approved plans and specifications.

7.15 ACQUISITIONS AND SALES.

If a Borrower or one of its Subsidiaries anticipates (a) making an Investment or an acquisition in excess of $75,000,000 or (b) the sale, lease, transfer, encumbrance or disposition of a Property (or equity interest therein) for consideration in excess of $75,000,000, then five (5) Business Days prior to such Borrower (or Subsidiary) taking such action, the Borrowers shall provide the Administrative Agent written notice of such action, together with a certification as to compliance with the terms of this Loan Agreement, including, without limitation, Section 7.2 (on a Pro Forma Basis), after giving effect to such action prepared and executed by the chief financial officer or chief executive officer of BRT; provided, however, that no such notice shall be required in connection with the Acquisition or the Spin-Out.

SECTION 8.

NEGATIVE COVENANTS

Each Borrower hereby covenants and agrees that so long as this Loan Agreement is in effect and until the Obligations have been paid in full:

8.1 INDEBTEDNESS.

No Borrower will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness arising under this Loan Agreement and the other Loan Documents;

(b) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; and

(c) Other Indebtedness as long as, prior to and after giving effect thereto, the Borrowers are otherwise in compliance with the terms of this Loan Agreement;

provided that the Borrowers shall not permit any Subsidiary of a Borrower that is the owner (or ground-lessee) of a Property that is treated as an Unencumbered Property, an Unencumbered Construction-in-Process or Unencumbered Eligible Land under this Agreement to contract, create, incur, assume or permit to exist any Recourse Indebtedness, unless such Subsidiary becomes a Guarantor hereunder as required pursuant to Section 7.12.

8.2 LIENS.

No Borrower will, nor will it permit any of its Material Subsidiaries to, contract, create, incur, assume or permit to exist any Lien with respect to any of its Properties or any other assets of any kind (whether real or personal, tangible or intangible), whether now owned or after acquired, except for Permitted Liens.

8.3 NATURE OF BUSINESS.

No Borrower will, nor will it permit any of its Subsidiaries to, alter the character of its business from that conducted as of the Closing Date or engage in any business other than the business conducted as of the Closing Date.

8.4 CONSOLIDATION AND MERGER.

No Borrower will, nor will it permit any of its Material Subsidiaries to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 8.4, (a) (i) any Person may merge into a Borrower in a transaction in which such Borrower is the surviving Person; (ii) any Person may merge into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary; and (iii) any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Borrower or to another Material Subsidiary; provided that in each case the Borrowers execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request and after giving effect thereto no Default or Event of Default exists; (b) upon prior written notification to the Administrative Agent, any Material Subsidiary of a Borrower may be dissolved or liquidated so long as (1) after giving effect thereto no Default or Event of Default exists, (2) any transfer of assets in connection therewith to a Person that is not a Material Subsidiary shall be subject to
Section 7.15, if applicable, and (3) the Borrowers shall execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; (c) upon prior written notification to the Administrative Agent, as long as no Default or Event of Default exists, a Material Subsidiary of a Borrower that has no assets and no revenues may be dissolved or liquidated and (d) the Acquisition shall be permitted.

8.5 SALE OR LEASE OF ASSETS.

(a) No Property may be conveyed, sold, leased, transferred or otherwise disposed of unless the Borrowers comply with Section 7.15 (if applicable) and after giving effect thereto no Default or Event of Default exists.

(b) No equity interest in any Guarantor or Eligible Unencumbered Property Subsidiary may be conveyed, sold, transferred or otherwise disposed of unless the Borrowers comply with Section 7.15 (if applicable) and after giving effect thereto no Default or Event of Default exists. Upon the disposition of an equity interest in a Guarantor in conformance with the terms hereof, if after the disposition of such equity interest such Guarantor no longer qualifies as the owner of any Unencumbered Properties the Lenders agree to release such Guarantor from its obligations hereunder, and the Lenders hereby consent to the Administrative Agent executing and delivering such releases as necessary to give effect to such agreement.

8.6 ADVANCES, INVESTMENTS AND LOANS.

Neither the Borrowers nor any of their Subsidiaries will make any Investments except for Permitted Investments.

8.7 RESTRICTED PAYMENTS.

BOP will not, directly or indirectly, declare or pay any dividends or make any other distribution upon any of its shares of beneficial interests or any shares of its capital stock of any class or with respect to any of its membership or partnership interests; provided that BOP may pay dividends or make distributions in an amount not to exceed, in the aggregate, the greater of (i) 90% of Funds From Operations earned subsequent to September 30, 2005 or (ii) the minimum amount necessary for BRT to maintain its status as a REIT.

8.8 TRANSACTIONS WITH AFFILIATES.

No Borrower will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, trustee, shareholder, Subsidiary or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm's-length transaction with a Person other than an officer, director, trustee, shareholder, Subsidiary or Affiliate.

8.9 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

No Borrower will, nor will it permit any of its Subsidiaries to, (a) change its fiscal year or (b) change its articles or certificate of incorporation, its bylaws, its declaration of trust, its limited liability company agreement, its articles or certificate of partnership or partnership agreement or any other organization or formation documents in any manner that would have an adverse effect of the rights of the Lenders under the Loan Documents; provided that (i) BRT may take such action, with prior written notice to the Administrative Agent, as is necessary to maintain its status as a REIT and (ii) the Borrowers will provide prompt written notice to the Administrative Agent of any change to be made in compliance with the terms of this Section 8.9.

8.10 LIMITATIONS.

No Borrower will, nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to pay any Indebtedness owed to the Borrowers; provided that a Subsidiary of a Borrower (which is not itself a Loan Party) that obtains financing may agree with the provider of such financing to restrict repayments of Indebtedness owing to the Borrowers.

8.11 OTHER NEGATIVE PLEDGES.

The Borrowers will not, and will not permit any of their Material Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, other than (i) as provided under the Loan Documents, Revolving Credit Facility and the Interim Facility (if entered into), (ii) restrictions on Secured Indebtedness and Unsecured Indebtedness set forth in the Indenture and the Private Placement Notes, (iii) an agreement by a Borrower or one of its Subsidiaries with a joint venture partner not to pledge its equity interest in such joint venture and (iv) an agreement by a Borrower or one of its Subsidiaries in a mortgage or joint venture agreement to restrict Liens on a particular property which is not an Unencumbered Property or on the equity interests in any particular entity which is not a Borrower or a Material Subsidiary.

SECTION 9.

EVENTS OF DEFAULT

9.1 EVENTS OF DEFAULT.

An Event of Default shall exist upon the occurrence of any of the following specified events (each an "Event of Default"):

(a) Payment. The Borrowers shall default in the payment (i) when due of any principal amount of any Loans or (ii) within three days of when due of any interest on the Loans or any fees or other amounts owing hereunder, under any of the other Loan Documents or in connection herewith.

(b) Representations. Any representation, warranty or statement made or deemed to be made by a Borrower or any of its Subsidiaries herein, in any of the other Loan Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been made or delivered.

(c) Covenants. Any Borrower or any of its Subsidiaries shall:

(i) default in the due performance or observance of any term, covenant or agreement contained in Sections 7.2, 7.3, 7.10, 7.11, 7.12, 7.14 or 8.1 through 8.11 inclusive; or

(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Section 7.1 and such default shall continue unremedied for a period of five Business Days after the earlier of a Borrower becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b) or (c)(i) or (ii) of this
Section 9.1) contained in this Loan Agreement and such default shall continue unremedied for a period of at least 30 days after the earlier of a Borrower becoming aware of such default or notice thereof given by the Administrative Agent.

(d) Other Loan Documents. (i) Any Borrower or any of its Subsidiaries shall default in the due performance or observance of any term, covenant or agreement in any of the other Loan Documents and such default shall continue unremedied for a period of at least 30 days after the earlier of a Borrower becoming aware of such default or notice thereof given by the Administrative Agent or (ii) any Loan Document (or any provision of any Loan Document) shall fail to be in full force and effect or any Borrower or any of its Subsidiaries shall so assert or any Loan Document shall fail to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby.

(e) Bankruptcy, etc. The occurrence of any of the following with respect to any Borrower or any of its Significant Subsidiaries:
(i) a court or Governmental Authority having jurisdiction in the premises shall enter a decree or order for relief in respect of any Borrower or any of its Significant Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any Borrower or any of its Significant Subsidiaries or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or
(ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against any Borrower or any of its Significant Subsidiaries and such petition remains unstayed and in effect for a period of 60 consecutive days; or
(iii) any Borrower or any of its Significant Subsidiaries shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) any Borrower or any of its Significant Subsidiaries shall be generally unable or shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

(f) Defaults under Other Agreements. With respect to any Recourse Indebtedness (other than Indebtedness outstanding under this Loan Agreement) of any Borrower or any of its Subsidiaries in an aggregate principal amount equal to or in excess of $25,000,000, (i) a Borrower or one of its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Recourse Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Recourse Indebtedness to become due prior to its stated maturity; or (ii) any such Recourse Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (iii) any such Indebtedness shall mature and remain unpaid. With respect to any Non-Recourse Indebtedness of any Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $75,000,000, a default in payment (whether by acceleration or otherwise) shall occur and such payment default is not cured or waived within ninety (90) days after the occurrence thereof.

(g) Judgments. One or more judgments, orders, or decrees shall be entered against any one or more of any Borrower or any of its Subsidiaries involving a liability of $25,000,000 or more, in the aggregate (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage), and such judgments, orders or decrees (i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (A) the last day on which such judgment, order or decree becomes final and unappealable or (B) 20 days.

(h) ERISA Events. The occurrence of any of the following events or conditions, unless such event or occurrence would not have or be reasonably expected to have a Material Adverse Effect: (1) any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Plan, or any lien shall arise on the assets of a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate in favor of the PBGC or a Plan; (2) an ERISA Event shall occur with respect to a Single Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall occur with respect to a Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in (i) the termination of such Plan for purposes of Title IV of ERISA, or (ii) a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such Plan; or (4) any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may subject a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

(i) REIT Status. BRT does not maintain its REIT status or is no longer deemed to be a REIT.

9.2 ACCELERATION; REMEDIES.

Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived in writing by the Required Lenders (or the Lenders as may be required hereunder), the Administrative Agent shall, upon the request and direction of the Required Lenders, by written notice to the Borrowers, take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrowers, except as otherwise specifically provided for herein:

(a) Termination of Term Loan Commitments. Declare the Term Loan Commitments terminated whereupon the Term Loan Commitments shall be immediately terminated.

(b) Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other indebtedness or obligations of any and every kind owing by a Borrower to any of the Lenders hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

(c) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Loan Documents, including, without limitation, all rights and remedies against a Guarantor and all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in
Section 9.1(e) shall occur, then the Term Loan Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid fees and all other indebtedness or obligations owing to the Lenders hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Borrowers.

Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute.

9.3 ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

Notwithstanding any other provisions of this Loan Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Loan Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Loan Documents;

SECOND, to payment of any fees owed to the Administrative Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Loan Documents;

FOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder;

FIFTH, to the payment of the outstanding principal amount of the Loans;

SIXTH, to all other Obligations which shall have become due and payable under the Loan Documents and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

SECTION 10.

AGENCY PROVISIONS

10.1 APPOINTMENT.

Each Lender hereby designates and appoints JPMorgan Chase Bank, N.A. as Administrative Agent of such Lender to act as specified herein and in the other Loan Documents, and each Lender hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Loan Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Loan Agreement or any of the other Loan Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Borrowers or their Subsidiaries shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Loan Agreement and the other Loan Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrowers or their Subsidiaries.

10.2 DELEGATION OF DUTIES.

The Administrative Agent may execute any of its duties hereunder or under the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

10.3 EXCULPATORY PROVISIONS.

No Agent-Related Person shall be (a) liable for any action lawfully taken or omitted to be taken by it under or in connection herewith or in connection with any of the other Loan Documents (except for such Person's own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrowers or their Subsidiaries contained herein or in any of the other Loan Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by an Agent-Related Person under or in connection herewith or in connection with the other Loan Documents, or the enforceability or sufficiency of this Loan Agreement or any of the other Loan Documents, or for any failure of the Borrowers or their Subsidiaries to perform their obligations hereunder or thereunder. No Agent-Related Person shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Loan Agreement, or any of the other Loan Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrowers or their Subsidiaries in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrowers or their Subsidiaries to an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrowers or their Subsidiaries. No Agent-Related Person is a trustee for the Lenders or owes any fiduciary duty to the Lenders.

10.4 RELIANCE ON COMMUNICATIONS.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Borrowers or their Subsidiaries, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, to the extent provided in Section 11.6, all of the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than any liability or expense resulting from the gross negligence or willful misconduct of the Administrative Agent) which may be incurred by it by reason of taking or continuing to take any such action. The Agent-Related Persons shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

10.5 NOTICE OF DEFAULT.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or a Borrower referring to the applicable Loan Document, describing such Default or Event of Default and stating that such notice is a "notice of default." In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, to the extent provided in Section 11.6, all of the Lenders).

10.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower or its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or any other Lender. Each Lender represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrowers and their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Loan Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrowers and their Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent-Related Person shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrowers and their Subsidiaries which may come into the possession of any Agent-Related Person.

10.7 INDEMNIFICATION.

The Lenders agree to indemnify each Agent-Related Person (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Pro Rata Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following payment in full of the Obligations) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of this Loan Agreement or the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent-Related Person. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity (except against its gross negligence or willful misconduct) is furnished. The agreements in this Section 10.7 shall survive the payment of the Obligations and all other amounts payable hereunder and under the other Loan Documents.

10.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

The Person serving as the Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrowers and their Subsidiaries as though the Person serving as the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made and all obligations owing to it, the Person serving as the Administrative Agent shall have the same rights and powers under this Loan Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall include the Person serving as the Administrative Agent in its individual capacity.

10.9 SUCCESSOR AGENT.

The Administrative Agent (a) may, at any time, resign upon 20 days written notice to the Lenders or (b) may be removed for willful misconduct or gross negligence by written notice from the Required Lenders; provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. In the case of the Administrative Agent's resignation or removal, if no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 45 days after the notice of resignation or removal, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is a Lender hereunder or an Eligible Assignee. If no such successor shall have been appointed by the Administrative Agent, and shall have accepted such appointment, within 45 days after such notice of resignation, such notice shall nevertheless become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor, if any, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations as the Administrative Agent, as appropriate, under this Loan Agreement and the other Loan Documents and the provisions of this
Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Loan Agreement.

SECTION 11.

MISCELLANEOUS

11.1 NOTICES.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid or on an invoice arrangement to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 11.1, or at such other address or numbers as such party may specify by written notice to the other parties hereto.

11.2 RIGHT OF SET-OFF.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in
Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

11.3 BENEFIT OF AGREEMENT.

(a) Generally. This Loan Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Borrowers may assign and transfer any of its interests, rights or obligations under any Loan Document (except as permitted by Sections 8.4 or 8.5) without the prior written consent of all of the Lenders (and any attempt at such assignment or transfer without such consent shall be null and void); and provided further that the rights of each Lender to

transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in subsections (b) and (c) of this Section 11.3. Notwithstanding the above (including anything set forth in subsections (b) and (c) of this Section 11.3), nothing herein shall restrict, prevent or prohibit any Lender from (A) pledging or assigning a security interest in its rights hereunder or under its Notes, if any, to secure obligations of such Lender, including any pledge or assignment to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto, or (B) granting assignments or participations in such Lender's Loans hereunder to its parent company and/or to any Affiliate of such Lender or to any existing Lender or Affiliate thereof.

(b) Assignments. In addition to the assignments permitted by
Section 11.3(a), each Lender may, with the prior written consent of the Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or more Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Loans and in integral multiples of $1,000,000 above such amount (or the remaining amount of Loans held by such Lender) and
(ii) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Loans being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the assignee shall become a "Lender" for all purposes of this Loan Agreement and the other Loan Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Loans hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor.

By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Loan Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Loan Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Loan Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Loan Agreement, the other Loan Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Loan Agreement and the other Loan Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Loan Agreement or any other Loan Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Loan Agreement and the other Loan Documents are required to be performed by it as a Lender.

(c) Participations. Each Lender may, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell, transfer or grant participations in all or any part of such Lender's interests and obligations hereunder; provided that (i) such selling Lender shall remain a "Lender" for all purposes under this Loan Agreement (such selling Lender's obligations under the Loan Documents remaining unchanged), the participant shall not constitute a Lender hereunder, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal with such selling Lender, and (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Loan Agreement or the other Loan Documents except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including the extension of the final maturity of

any Loan or the date of any mandatory prepayment, other than pursuant to Section 3.5), interest or fees in which the participant is participating. In the case of any such participation, the participant shall not have any rights under this Loan Agreement or the other Loan Documents (the participant's rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such participant shall be entitled to receive additional amounts under Sections 3.9, 3.12, 3.13 and 3.14 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions.

(d) The Administrative Agent shall maintain at the Administrative Agent's office at the Agency Services Address a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Loan Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

11.4 NO WAIVER; REMEDIES CUMULATIVE.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrowers and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

11.5 PAYMENT OF EXPENSES; INDEMNIFICATION.

The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Loan Agreement and the other Loan Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Bingham McCutchen LLP, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Loan Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement of the Loan Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Loan Document or the use of proceeds of any Loans or the consummation of any other transactions contemplated in any Loan Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified),
(ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.

11.6 AMENDMENTS, WAIVERS AND CONSENTS.

Neither this Loan Agreement nor any other Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:

(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal;

(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;

(c) reduce or waive the principal amount of any Loan;

(d) change the Loans of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) (it being further understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Loans shall not constitute a change in the terms of any Loans of any Lender);

(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Loan Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;

(f) amend, modify or waive any provision of this Section 11.6 or Section 9.1(a) or any provision of any Loan Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;

(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or

(h) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under (or in respect of) the Loan Documents other than any assignment or transfer by a Guarantor permitted under this Loan Agreement.

If any amendment, waiver or consent with respect to the Loan Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent.

No provision of Section 10 may be amended or modified without the consent of the Administrative Agent.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

11.7 COUNTERPARTS/TELECOPY.

This Loan Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and shall constitute a representation that an original will be delivered.

11.8 HEADINGS.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Loan Agreement.

11.9 DEFAULTING LENDER.

Each Lender understands and agrees that if such Lender is a Defaulting Lender then notwithstanding the provisions of Section 11.6 it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Loan Documents shall apply to such Defaulting Lender.

11.10 SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES.

All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Loan Agreement, the making of the Loans and the repayment of the Loans and other Obligations.

11.11 GOVERNING LAW; JURISDICTION.

(a) THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Loan Agreement or any other Loan Document may be brought in the courts of the State of New York in New York County, or of the United States for the Southern District of New York and, by execution and delivery of this Loan Agreement, each Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1, such service to

become effective 15 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Borrower in any other jurisdiction. Each Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that nothing in this Section 11.11(a) is intended to impair a Borrower's right under applicable law to appeal or seek a stay of any judgment.

(b) Each Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Loan Agreement or any other Loan Document in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

11.12 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS LOAN AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

11.13 TIME.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight Time, as the case may be, unless specified otherwise.

11.14 SEVERABILITY.

If any provision of any of the Loan Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

11.15 ENTIRETY.

This Loan Agreement together with the other Loan Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents or the transactions contemplated herein and therein.

11.16 BINDING EFFECT.

(a) This Loan Agreement shall become effective at such time as all of the conditions set forth in Section 5.1 have been satisfied or waived by the Lenders and it shall have been executed by the Borrowers and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Loan Agreement shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent and each Lender and their respective successors and assigns.

(b) This Loan Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, interest, fees and other Obligations have been paid in full. Upon termination, the Borrowers shall have no further obligations (other than the indemnification provisions that survive) under the Loan Documents; provided that should any payment, in whole or in part, of the Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Loan Documents shall automatically be reinstated and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Obligations.

11.17 CONFIDENTIALITY.

Each Lender agrees that it will use its reasonable best efforts to keep confidential and to cause any representative designated under Section 7.11 to keep confidential any non-public information from time to time supplied to it under any Loan Document; provided, however, that nothing herein shall prevent the disclosure of any such information to (a) the extent a Lender in good faith believes such disclosure is required by Requirement of Law, (b) counsel for a Lender or to its accountants and other advisors, (c) bank examiners, auditors or comparable Persons or any regulatory body having jurisdiction over a Lender, (d) any Affiliate of a Lender, (e) any other Lender, or any assignee, transferee or participant, or, subject to an agreement containing provisions substantially the same as those of this Section, (i) any potential assignee, transferee or participant, of all or any portion of any Lender's rights under this Loan Agreement who is notified of the confidential nature of the information or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (f) any other Person in connection with any litigation to which any one or more of the Lenders is a party or (g) any other Person to whom disclosure of such information a Lender believes is necessary or appropriate in its reasonable judgment in connection with the exercise of remedies or enforcement of rights hereunder; and provided further that no Lender shall have any obligation under this Section 11.17 to the extent any such information becomes available on a non-confidential basis from a source other than a Borrower or its Subsidiaries or that any information becomes publicly available other than by a breach of this Section 11.17.

11.18 FURTHER ASSURANCES.

The Borrowers agree, upon the request of the Administrative Agent, to promptly take such actions as are necessary to carry out the intent of this Loan Agreement and the other Loan Documents.

11.19 RELEASE OF GUARANTORS.

If a Guarantor no longer qualifies as the owner of Unencumbered Properties or becomes an Eligible Subsidiary, then, as long as no Default or Event of Default exists after giving effect to such event, the Lenders agree to release such Guarantor from its obligations hereunder.

11.20 USA PATRIOT ACT.

Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

11.21 LIMITATION ON LIABILITY.

Each Borrower waives any right to assert or make any claim against any Lender, or the Administrative Agent for (or to sue any Lender, or the Administrative Agent upon any claim for) any special, indirect, incidental, punitive or consequential damages in respect of any breach or wrongful conduct (whether the claim is based on contract, tort or duty imposed by law) in connection with, arising out of or in any way related to this Loan Agreement, any other Loan Document or the transactions contemplated hereby or thereby, or any act, omission or event in connection therewith.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

Each of the parties hereto has caused a counterpart of this Loan Agreement to be duly executed and delivered as of the date first above written.

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

                         By: /s/ Gerard H. Sweeney
                             --------------------------------
                                  Name: Gerard H. Sweeney
                                  Title: President and Chief Executive Officer

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

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

By: /s/ Gerard H. Sweeney
   --------------------------------
         Name:  Gerard H. Sweeney
         Title:  President and Chief
                 Executive Officer

LENDERS:

JPMORGAN CHASE BANK, N.A., as
Administrative Agent, and individually as a Lender

By: /s/ Marc E. Costantino
    --------------------------------------------------
Name:  Marc E. Costantino
Title: Vice President

EXHIBIT 10.4
2006 AMENDED AND RESTATED AGREEMENT

This 2006 Amended and Restated Agreement (this "Agreement") is effective as of January 5, 2006 (the "Effective Date") and is by and between Anthony A. Nichols, Sr. ("Nichols") and Brandywine Realty Trust, a Maryland real estate investment trust (the "Company"), and amends and restates in its entirety the Amended and Restated Agreement dated as of March 25, 2004 (the "Prior Agreement") between Nichols and the Company.

WHEREAS, Nichols and the Company entered into an Agreement effective as of December 31, 2001 (the "2001 Agreement");

WHEREAS, the 2001 Agreement was amended and restated in its entirety by the Prior Agreement;

WHEREAS, Nichols and the Company desire to amend and restate in its entirety the Prior Agreement as of the Effective Date;

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Engagement. The Company confirms its engagement of Nichols as an employee pursuant to the Prior Agreement, and Nichols confirms his acceptance of such engagement by the Company, for the period and upon the terms and conditions contained in this Agreement.

2. Duties.

(a) During the Term (as defined below), Nichols shall be available to the Company's President and Chief Executive Officer and Board of Trustees (the "Board of Trustees") to provide: (i) assistance in the Company's integration activities with respect to the Prentiss Properties Trust organization, as and to the extent requested by, and subject to the direction of, the President and Chief Executive Officer and Board of Trustees, and (ii) consultation and advice for special research projects, business development initiatives and strategic planning, as and to the extent requested by, and subject to the direction of, the President and Chief Executive Officer and Board of Trustees (the assistance, consultation and advice provided by Nichols pursuant to clauses (i) and (ii) of this sentence are referred to below as the "Advisory Services"). In addition, during the Term, as and to the extent requested by and subject to the direction of, the President and Chief Executive Officer and Board of Trustees, Nichols shall represent the Company in regional business, community and charity functions. In the performance of his responsibilities for the Company and its Subsidiaries (as defined below), Nichols shall not have the authority to bind the Company or its Subsidiaries to agreements or arrangements and shall not execute documents in the name of the Company or its Subsidiaries.

(b) Subject to applicable law, the Company agrees to use commercially reasonable efforts during the Term to cause Nichols to be nominated for election to the Board of Trustees at each annual meeting of shareholders of the Company during the Term. Upon the request of a majority of the Trustees, Nichols shall serve as a member of the Executive Committee of the Board of Trustees subject, however, to the continuing authority of the Board of Trustees to terminate Nichols' membership on the Executive Committee. In his capacity as a Trustee, Nichols shall carry out his responsibilities in a manner consistent with applicable law.

(c) Nichols shall, upon the request and subject to the direction of the President and Chief Executive Officer, serve as a director or officer of, or perform such other duties and services as may be requested for and with respect to, any of the Company's Subsidiaries. Unless such compensation is also provided to other inside (employee) directors specifically on account of their service as directors, Nichols shall not be entitled to receive additional compensation on account of his services as a director or officer of any Subsidiary of the Company for which he is requested to serve as a director or officer. As used in this Agreement, the terms "Subsidiary" and "Subsidiaries" shall mean, with respect to any entity, any corporation, partnership, limited liability company or other business entity in which the subject entity has the power (whether by contract, through securities ownership, or otherwise and whether directly or indirectly through control of one or more intermediate Subsidiaries) to elect a majority of board of directors or other governing body, including, in the case of a partnership, a majority of the board of directors or other governing body of the general partner.

(d) The Company shall provide to Nichols during the Term an office and secretarial support at the Company's then current headquarters, which office shall be of reasonably comparable size and quality as Nichols' office as of the Effective Date and which secretarial support shall be of reasonably comparable quality and character as Nichols' secretarial support as of the Effective Date.

3. Term. The term of Nichols' employment with the Company pursuant to this Agreement shall extend through, but not after, 5:00 p.m. on December 31, 2007 or such earlier date as Nichols' employment shall terminate as provided herein (the "Term"), and upon the expiration or termination of the Term, unless the parties agree otherwise in writing, Nichols shall cease to be employed by the Company and its Subsidiaries in any capacity.

4. Payments.

(a) Commencing on the Effective Date and continuing during the Term, if and to the extent that the Company's President and Chief Executive Officer requests Nichols to provide Advisory Services pursuant to
Section 2, then the Company shall compensate Nichols for such services at the rate of $500.00 per hour.

(b) From and after the Effective Date and until the expiration or termination of the Term, Nichols shall be entitled to receive compensation on account of his services on the Board of Trustees, including any committee of the Board of Trustees to which he may be appointed, in the same amount as the Company pays non-employee trustees for service on the Board and on those committees, if any, to which Nichols may be appointed; provided that in the event that the Company adopts a plan that limits eligibility to non-employee Trustees and makes payments into such plan for non-employee Trustees, the Company shall make a payment to Nichols (in lieu of any contribution into such plan on his behalf) in an amount that represents the cash equivalent of the amount that the Company pays into such plan for a non-employee Trustee.

5. Fringe Benefits. During the Term and as long as they are kept in force by the Company, Nichols shall be entitled to participate in and receive the benefits of any retirement plan, health or other employee benefit plan made generally available to officers of the Company. In addition, during the Term, Nichols shall be entitled to receive: (a) up to $15,000 per year for financial planning services and tax advice and (b) in addition to reimbursement for expenses provided for in Section 6, up to $20,000 per year for expenses actually incurred in connection with marketing and community participation services provided by Nichols for the benefit of the Company.

6. Expenses. The Company shall reimburse Nichols for any reasonable, ordinary and necessary business expenses incurred by Nichols in the performance of Nichols' duties hereunder upon receipt of vouchers therefor and in accordance with the Company's regular reimbursement procedures and practices in effect from time to time with respect to senior officers of the Company. In addition, the Company shall pay (or reimburse) Nichols' reasonable expenses (including, but not limited to, reasonable attorneys' fees) incurred in connection with negotiation of this Agreement.

7. Termination of Responsibility. At the end of the Term, neither the Company nor any of its Subsidiaries shall have any further obligations hereunder to Nichols (or to his estate, heirs, beneficiaries, or legal representatives, as appropriate, or otherwise) to pay or provide any compensation, or fringe benefits; provided, however, that any accrued obligations under employee benefit plans of the Company ("Company Benefit Plans") respecting Nichols shall be payable pursuant to the terms of such Company Benefit Plans; provided, however, that the Company shall, at its own expense, and through December 31, 2010, provide Nichols with health insurance and life insurance benefits substantially similar to those to which Nichols was entitled immediately prior to the end of the Term.

8. Miscellaneous.

(a) Insurance. Executive will be covered by D&O insurance as a trustee of the Company in a manner consistent with Company policy, and Executive's insurance coverage in his capacity as an employee of the Company will be on terms no less favorable than the coverage provided senior executives of the Company, in each case including coverage as to events occurring during his period of service as a trustee or employee respectively even if the underlying claim is brought after Executive has ceased performing services for the Company.

(b) Controlling Law. This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(c) Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered in person against receipt, or when sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below:

(i) If to Nichols:

Anthony A. Nichols, Sr.

1125 Cymry Drive
Newtown Square, PA 19073

(ii) If to the Company:

Brandywine Realty Trust 401 Plymouth Road Suite 500
Plymouth Meeting, PA 19462 Attention: General Counsel

Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this paragraph for the giving of notice.

(d) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and shall be binding upon Nichols, his heirs and legal representatives.

(e) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party who executes the same, and all of which shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of each of the parties reflected hereon as the signatories.

(f) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(g) Entire Agreement. This Agreement amends and restates in its entirety the Prior Agreement and contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

(h) Section and Paragraph Headings. The section and paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

(i) Assignability. This Agreement is not assignable by Nichols. It is assignable by the Company only (i) to any Subsidiary of the Company so long as the Company agrees to guarantee such Subsidiary's obligations hereunder (and in such event the Company's guaranty would continue notwithstanding any subsequent transaction pursuant to which any such Subsidiary ceased to be a Subsidiary of the Company, whether as a result of its sale or otherwise) or (ii) to an entity which is a successor in interest to the Company or which acquires all or substantially all of its assets, whether by merger, consolidation or other form of business combination.

(j) Liability of Trustees, etc. No recourse shall be had for any obligation of the Company hereunder, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of the Company, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each party hereto.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered effective for all purposes as of the Effective Date.

BRANDYWINE REALTY TRUST

By:    /s/ Gerard H. Sweeney
       -------------------------------------
Title: President and Chief Executive Officer

NICHOLS

/s/ Anthony A. Nichols, Sr.
--------------------------------------------
Anthony A. Nichols, Sr.

EXHIBIT 10.5
CONSULTING AGREEMENT

THIS AGREEMENT is entered into as of January 5, 2006 (the "EXECUTION DATE") between Brandywine Realty Trust, a Maryland real estate investment trust (the "COMPANY"), and Michael V. Prentiss (the "CONSULTANT").

WITNESSETH:

THAT WHEREAS, the Company desires to engage the Consultant as a consultant to provide to the Company the services described in Schedule A attached hereto; and

WHEREAS, the Consultant is willing to be retained to assist in such matters.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises of the parties, the Company and the Consultant agree as follows:

SECTION ONE

ENGAGEMENT OF CONSULTANT

The Company hereby engages the Consultant to provide the consulting services hereinafter described in Schedule A, and the Consultant agrees to perform such consulting services for the fees and reimbursement of expenses specified in Section Four, on the terms hereinafter stated.

SECTION TWO

TERM OF AGREEMENT

Notwithstanding anything herein to the contrary, including, without limitation, the execution and delivery of this Agreement as of the Execution Date, this Agreement shall not become effective for any purpose unless and until the REIT Merger has been consummated. Upon the consummation of the REIT Merger, this Agreement shall become fully effective as if executed and delivered on the date of such consummation (the "EFFECTIVE Date"). The term "REIT MERGER" has the meaning given to it in the Agreement and Plan of Merger dated as of October 3, 2005 (the "MERGER AGREEMENT") by and among the Company, Brandywine Operating Partnership, L.P., a Delaware limited partnership, Brandywine Cognac I LLC, a Maryland limited liability company, Brandywine Cognac II LLC, a Delaware limited liability company, Prentiss Properties Trust, a Maryland real estate investment trust ("PRENTISS"), and Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership. This Agreement shall continue in effect until the third anniversary (the "TERMINATION DATE") of the Effective Date (such time, the "TERM").

SECTION THREE

SERVICES TO BE PERFORMED

A. SCOPE OF SERVICES. During the term of this Agreement, the Consultant shall provide the consulting services described in Schedule A.

B. LOCATION AND TIME OF SERVICES. The Consultant shall make his services reasonably available at the offices provided in this Agreement in Dallas, Texas. The exact times during which the Consultant is to be available for service hereunder shall be determined by mutual agreement of the parties. The Consultant shall receive direction as to the consulting services to be rendered by him from Gerard H. Sweeney or his successor.

C. INDEPENDENT CONTRACTOR. In the performance of such services, the Consultant shall act solely as an independent contractor, and nothing herein contained shall at any time be so construed as to create the relationship of employer and employee, partnership, principal and agent, or joint venture as between the Company and Consultant. Consultant shall not have any authority to bind the Company in any relationship with third parties unless specifically authorized in writing by an officer of the Company.

SECTION FOUR

COMPENSATION

A. FEES. The Company shall pay Consultant $1,000 per year. Such amount shall be payable on each anniversary of the Effective Date (in arrears) or more frequently at the option of the Company.

B. EXPENSES. The Company shall reimburse Consultant for travel and business expenses incurred by Consultant in performing service under this Agreement on the same basis as the Company reimburses its own employees for travel and business expenses. However, other than with respect to reasonable de minimis business expenses, no reimbursable travel or business expense shall be incurred by the Consultant unless authorized in advance by the Company. The Consultant shall submit a written statement on the Company's standard expense statement form, with supporting receipts, in order for the Consultant to receive reimbursement for his expenses under this Section Four B.

C. OFFICES. The Company shall provide the Consultant with a similar office to his office with Prentiss during the Term. Such similar office will be an office of the Consultant's choosing located in a grade A office building in Dallas, Texas or the surrounding area that is exterior office space and is not more than 3,300 square feet. Such offices will accommodate all of the office equipment that the Consultant determines to be necessary for such offices and contain at least the same level of amenities as the Consultant's current office, including but not limited to a conference room of a similar size to his current conference room, secretarial furniture and other furniture, fish tanks and a bathroom. Such offices will also have staff offices that are contiguous with the Consultant's offices. The Consultant shall have such rights as are traditionally afforded to other tenants in the building in which such office shall be provided, including tenant improvements of at least $40.00 per square foot. The Consultant shall be entitled to at least three parking places free of charge adjacent to his office. The Company acknowledges that the office referenced in the lease proposal attached hereto as Exhibit I shall constitute a "similar office," and, during the term of such lease, the Company agrees to reimburse the Consultant for all rent and other payments required to be paid by the Consultant pursuant to the lease in the ordinary course of business.

D. STAFF. The Consultant shall be entitled to the exclusive use of the services of a secretary to be named by the Consultant in his sole discretion from time to time during the Term. During the Term, the secretary shall, at sole option of the Consultant, be employed by the Company and shall be compensated and provided benefits by the Company at least at the rates and terms provided to Company Executive Assistants to the Company's executive officers, including participation in the 401(k) plan and cafeteria plan, as of the date of this Agreement as set forth on Schedule B with raises and annual bonuses consistent with Company Executive Assistants to the Company's executive officers. Any replacements of the secretary during the Term may, in Consultant's sole discretion, be compensated by the Company up to the same rate as their predecessors during the remainder of the Term and be provided bonuses and raises up to the amounts provided to past secretaries of the Consultant. The Company acknowledges that the Consultant's initial secretary named pursuant to this agreement may be Shannon Halloway.

SECTION FIVE

CONSULTANT'S SEVERANCE AND OTHER BENEFITS

As an independent contactor, the Consultant shall not be eligible for or accrue any benefits in any of the benefit plans of the Company or any of its subsidiaries; provided, however, that nothing contained in this Agreement, nor any payments made to the Consultant hereunder shall be construed to reduce any severance or other benefits to which the Consultant may be entitled as a result of the Consultant's former employment by the Company (including Prentiss and any other predecessor entities) or any of its subsidiaries pursuant to the Third Amended and Restated Employment Agreement between the Consultant and Prentiss dated as of January 1, 2004, as amended by the First Amendment to the Third Amended and Restated Employment Agreement, the Second Amendment to the Third Amended and Restated Employment Agreement and as further amended (the "PRENTISS AGREEMENT").

SECTION SIX

INSURANCE

Inasmuch as the Consultant is an independent contractor and not an employee of the Company, the Consultant shall maintain his own health insurance and life insurance, as he may deem appropriate, provided, however, that nothing in this Agreement shall modify any right the Consultant may have to receive health insurance from the Company as a result of his prior employment relationship with the Company (including Prentiss and any other predecessor entities) and its subsidiaries pursuant to the Prentiss Agreement. The Company shall indemnify the Consultant and hold him harmless to the full extent permitted by law against loss and expense (including attorney's fees) from any action, suit, proceeding or claim made or threatened (whether civil, criminal, administrative or investigative) against Consultant directly or indirectly arising out of the performance of the Consultant's duties under this Agreement, except to the extent arising out of Consultant's gross negligence or willful misconduct.

SECTION SEVEN

NON-COMPETITION AND NON-SOLICITATION

A. OTHER CONSULTING SERVICES. Except as provided in Section Seven B below, during the term of this Agreement, the Consultant may perform employment or consulting services for entities other than the Company, provided that the Consultant makes himself available to the Company on a reasonable basis, and any employment or consulting services provided to an entity other than the Company are performed at times when Consultant is not performing work for the Company.

B. NON-COMPETITION. Notwithstanding Section Seven A above, the Consultant shall not, for a period of twelve months following the Effective Date, (i) without the prior written approval of the Board of Trustees or the Chief Executive Officer of the Company, which will not be unreasonably withheld, commence construction or development on or acquire or manage an office building, or participate in the ownership, management, operation or control of any entity engaged in the business of constructing, developing, acquiring, managing or owning office buildings, in any Major Metropolitan Area in which the Company operates at the time of this Agreement or (ii) hire any person who is employed by the Company or any of its subsidiaries (other than as provided in the Prentiss Agreement or persons in a clerical position) in any of the Major Metropolitan Areas who is not scheduled, as of the date of this Agreement, to be terminated or solicit, entice or persuade any person or entity doing business with or employed by the Company to terminate their relationship with the Company. In addition, during the second twelve month period following the Effective Date, the Consultant shall not, without the prior written approval of the Board of Trustees or Chief Executive Officer of the Company, engage in any construction, development or acquisition activities that are restricted in this
Section Seven B during the initial twelve month period following the Effective Date if the budgeted cost of the construction activities, computed in aggregate for any activities that are part of a related project, equal or exceed $100 million. For the purposes of this Agreement, "MAJOR METROPOLITAN AREAS" shall include the following metropolitan areas: Washington, DC, Dallas/Fort Worth, Austin, Denver, Oakland, Silicon Valley, San Diego, Los Angeles, Philadelphia and Richmond, Virginia and the State of New Jersey. For the purposes of clarity, Chicago, Illinois shall not be a Major Metropolitan Area. Notwithstanding the foregoing, the Consultant shall not be prohibited from owning a non-controlling interest in any publicly traded company or from owning any passive equity interests in any investment vehicle that is not controlled by the Consultant nor managed by any entity controlled by the Consultant.

SECTION EIGHT

PROTECTION OF INFORMATION

All information and material acquired or developed by the Consultant while performing services pursuant to this Agreement shall become the exclusive property of the Company. Such information and material shall remain confidential and shall not be disclosed to anyone nor used for another's benefit, without the Company's prior written consent; provided, however, such the Consultant shall not be deemed to be prohibited from disclosing any information to the extent such information (i) becomes generally available to the public other than as a result of a disclosure by the Consultant or any of his representatives in violation of this Agreement, (ii) was in the Consultant's possession prior to his receipt of the confidential information pursuant to this Agreement, provided that the source of such information was not known by the Consultant to be subject to an obligation not to disclose such information and/or (iii) becomes available to the Consultant or his representatives on a non-confidential basis from a source other than the Company or any representative of the Company, provided that such source was not known by the Consultant to be subject to an obligation not to disclose such information. Upon termination of this Agreement for any reason, the Consultant agrees to deliver to the Company all copies of any and all reports, tabulations, formulations, maps, diagrams, plans, processes, or any other data or documents of any kind, nature or description prepared hereunder immediately, whether completed or not, and without regard to whether any or all the foregoing matters would be deemed confidential, material or important.

SECTION NINE

ENTIRE AGREEMENT

This written Agreement contains the sole and entire agreement between the parties with respect to consulting services. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any other representations except as are specifically set forth herein, and each party acknowledges that he or it has relied on his or its own judgment in entering into this Agreement. The parties further acknowledge that any statements or representations that may have heretofore been made by either of them or to the other are void and of no effect and that neither of them has relied thereon in connection with his or its dealing with the other. Any provision of this Agreement prohibited by law or otherwise ruled ineffective shall only be ineffective to the extent of such prohibition or ruling, with invalidating the remaining portions hereof.

SECTION TEN

WAIVER

No waiver or modification of this Agreement or any covenant, condition, or limitation herein contained is valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, and duly executed. The provisions of this paragraph may not be waived except as herein set forth.

             5006 Seneca Drive
             Dallas, Texas 75209

COMPANY:     Brandywine Realty Trust
             401 Plymouth Road
             Plymouth Meeting, PA 19462
             Attn: Brad A. Molotsky, Senior Vice President and General
               Counsel

SECTION TWELVE

GOVERNING LAW

This Agreement shall be governed as to its formation, interpretation and performance by the laws of the State of Texas without regard to provisions regarding choice of law of other states.

SECTION THIRTEEN

SECTION HEADINGS

The section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date stated at the beginning of this Agreement.

CONSULTANT

/s/ Michael V. Prentiss
---------------------------------------------
Michael V. Prentiss

BRANDYWINE REALTY TRUST

By: /s/ Gerard H. Sweeney
   ------------------------------------------
Name:  Gerard H. Sweeney
Title: President and Chief Executive Officer

SCHEDULE A

DESCRIPTION OF CONSULTING SERVICES

The Consultant shall perform such services as may be reasonably requested by the Company consistent with the Consultant's experience with Prentiss Properties Trust and his expertise in the office property investment industry, including but not limited to (i) providing for the orderly transition and integration with respect to the merger of Prentiss Properties Trust into a wholly-owned indirect subsidiary of Brandywine Realty Trust; (ii) assisting with strategic acquisitions; (iii) advising with respect to property acquisitions, new developments and dispositions; and (iv) assisting with the planning of company business strategy.

SCHEDULE B

ASSISTANTS TO MICHAEL V. PRENTISS

Welfare Benefits according to the current Company Plan or its successor Plan for:

Medical Insurance
Dental Insurance
Vision Plan
Group Term Life Insurance
Accidental Death & Dismemberment Insurance Travel Accident Insurance
Long and Short Term Disability Insurance
Section 125 Flexible Spending Accounts

Retirement Benefits according to the current Company Defined Contribution Plan or its successor Plan

Other Company Benefits that are made available to similarly situated Employees

EXHIBIT 10.6
CONSULTING AGREEMENT

THIS AGREEMENT is entered into as of January 5, 2006 (the "EXECUTION DATE") between Brandywine Realty Trust, a Maryland real estate investment trust (the "COMPANY"), and TF August Associates, Inc., a Texas corporation (the "CONSULTANT").

WITNESSETH:

THAT WHEREAS, the Company desires to engage the Consultant as a consultant to provide to the Company the services described in Schedule A attached hereto; and

WHEREAS, the Consultant is willing to be retained to assist in such matters.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises of the parties, the Company and the Consultant agree as follows:

SECTION ONE

ENGAGEMENT OF CONSULTANT

The Company hereby engages the Consultant to provide the consulting, investment committee and integration services hereinafter described in Schedule A, and the Consultant agrees to perform such consulting services for the fees and reimbursement of expenses specified in Section Four, on the terms hereinafter stated.

SECTION TWO

TERM OF AGREEMENT

Notwithstanding anything herein to the contrary, including, without limitation, the execution and delivery of this Agreement as of the Execution Date, this Agreement shall not become effective for any purpose unless and until the REIT Merger has been consummated. Upon the consummation of the REIT Merger, this Agreement shall become fully effective as if executed and delivered on the date of such consummation (the "EFFECTIVE Date"). The term "REIT MERGER" has the meaning given to it in the Agreement and Plan of Merger dated as of October 3, 2005 (the "MERGER AGREEMENT") by and among the Company, Brandywine Operating Partnership, L.P., a Delaware limited partnership, Brandywine Cognac I LLC, a Maryland limited liability company, Brandywine Cognac II LLC, a Delaware limited liability company, Prentiss Properties Trust, a Maryland real estate investment trust ("PRENTISS"), and Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership. This Agreement shall continue in effect until the third anniversary (the "TERMINATION DATE") of the Effective Date (such time, the "TERM").

SECTION THREE

SERVICES TO BE PERFORMED

A. SCOPE OF SERVICES. During the term of this Agreement, the Consultant shall provide the consulting, investment committee and integration services described in Schedule A.

B. LOCATION AND TIME OF SERVICES. The Consultant shall make his services reasonably available at the offices provided in this Agreement in Dallas, Texas. The exact times during which the Consultant is to be available for service hereunder shall be determined by mutual agreement of the parties. The Consultant shall receive direction as to the consulting services to be rendered by him from Gerard H. Sweeney or his successor.

C. INDEPENDENT CONTRACTOR. In the performance of such services, the Consultant shall act solely as an independent contractor, and nothing herein contained shall at any time be so construed as to create the relationship of employer and employee, partnership, principal and agent, or joint venture as between the Company and Consultant. Consultant shall not have any authority to bind the Company in any relationship with third parties unless specifically authorized in writing by an officer of the Company.

SECTION FOUR

COMPENSATION

A. FEES. The Company shall pay Consultant $1,000 per year. Such amount shall be payable on each anniversary of the Effective Date (in arrears) or more frequently at the option of the Company. In addition, the Company shall pay Consultant $500 per hour ("HOURLY FEE") for the Consultant's time in performing the services hereunder. The Consultant shall submit a written statement showing the amount billed in order for the Consultant to receive payment of Hourly Fees under this Section Four B.

B. EXPENSES. The Company shall reimburse Consultant for travel and business expenses incurred by Consultant in performing service under this Agreement on the same basis as the Company reimburses its own employees for travel and business expenses. However, other than with respect to reasonable de minimis business expenses, no reimbursable travel or business expense shall be incurred by the Consultant unless authorized in advance by the Company. The Consultant shall submit a written statement on the Company's standard expense statement form, with supporting receipts, in order for the Consultant to receive reimbursement for his expenses under this Section Four B.

C. OFFICES. The Company shall provide the Consultant with a similar office to his office with Prentiss during the Term. Such similar office will be an office of the Consultant's choosing located in a grade A office building in Dallas, Texas or the surrounding area that is exterior office space and is not more than 2,500 square feet. Such offices will accommodate all of the office equipment that the Consultant determines to be necessary for such offices and contain at least the same level of amenities as the Consultant's current office, including but not limited to a conference room of a similar size to his current conference room, secretarial furniture and other furniture. Such offices will also have staff offices that are contiguous with the Consultant's offices. The Consultant shall have such rights as are traditionally afforded to other tenants in the building in which such office shall be provided, including tenant improvements of at least $40.00 per square foot. The Consultant shall be entitled to at least three parking places free of charge adjacent to his office.

D. STAFF. The Consultant shall be entitled to the exclusive use of the services of a secretary to be named by the Consultant in his sole discretion from time to time during the Term. During the Term, the secretary shall, at sole option of the Consultant, be employed by the Company and shall be compensated and provided benefits by the Company at least at the rates and terms provided to Company Executive Assistants to the Company's executive officers, including participation in the 401(k) plan and cafeteria plan, as of the date of this Agreement as set forth on Schedule B with raises and annual bonuses consistent with Company Executive Assistants to the Company's executive officers. Any replacements of the secretary during the Term may, in Consultant's sole discretion, be compensated by the Company up to the same rate as their predecessors during the remainder of the Term and be provided bonuses and raises up to the amounts provided to past secretaries of the Consultant.

SECTION FIVE

CONSULTANT'S SEVERANCE AND OTHER BENEFITS

As an independent contactor, the Consultant shall not be eligible for or accrue any benefits in any of the benefit plans of the Company or any of its subsidiaries; provided, however, that nothing contained in this Agreement, nor any payments made to the Consultant hereunder shall be construed to reduce any severance or other benefits to which the Consultant may be entitled as a result of the Consultant's former employment by the Company (including Prentiss and any other predecessor entities) or any of its subsidiaries pursuant to the Amended and Restated Employment Agreement between the Consultant and Prentiss dated as of May 10, 2000, as amended by the First Amendment to the Amended and Restated Employment Agreement, the Second Amendment to the Amended and Restated Employment Agreement and as further amended (the "PRENTISS AGREEMENT").

SECTION SIX

INSURANCE

Inasmuch as the Consultant is an independent contractor and not an employee of the Company, the Consultant shall maintain his own health insurance and life insurance, as he may deem appropriate, provided, however, that nothing in this Agreement shall modify any right the Consultant may have to receive health insurance from the Company as a result of his prior employment relationship with the Company (including Prentiss and any other predecessor entities) and its subsidiaries pursuant to the Prentiss Agreement. The Company shall indemnify the Consultant and hold him harmless to the full extent permitted by law against loss and expense (including attorney's fees) from any action, suit, proceeding or claim made or threatened (whether civil, criminal, administrative or investigative) against Consultant directly or indirectly arising out of the performance of the Consultant's duties under this Agreement, except to the extent arising out of Consultant's gross negligence or willful misconduct.

SECTION SEVEN

NON-COMPETITION AND NON-SOLICITATION

A. OTHER CONSULTING SERVICES. Except as provided in Section Seven B below, during the term of this Agreement, the Consultant may perform employment or consulting services for entities other than the Company, provided that the Consultant makes himself available to the Company on a reasonable basis, and any employment or consulting services provided to an entity other than the Company are performed at times when Consultant is not performing work for the Company.

B. NON-COMPETITION. Notwithstanding Section Seven A above, the Consultant shall not, for a period of twelve months following the Effective Date, (i) without the prior written approval of the Board of Trustees or the Chief Executive Officer of the Company, which will not be unreasonably withheld, commence construction or development on or acquire or manage an office building, or participate in the ownership, management, operation or control of any entity engaged in the business of constructing, developing, acquiring, managing or owning office buildings, in any Major Metropolitan Area in which the Company operates at the time of this Agreement or (ii) hire any person who is employed by the Company or any of its subsidiaries (other than as provided in the Prentiss Agreement or persons in a clerical position) in any of the Major Metropolitan Areas who is not scheduled, as of the date of this Agreement, to be terminated or solicit, entice or persuade any person or entity doing business with or employed by the Company to terminate their relationship with the Company. In addition, during the second twelve month period following the Effective Date, the Consultant shall not, without the prior written approval of the Board of Trustees or Chief Executive Officer of the Company, engage in any construction, development or acquisition activities that are restricted in this
Section Seven B during the initial twelve month period following the Effective Date if the budgeted cost of the construction activities, computed in aggregate for any activities that are part of a related project, equal or exceed $100 million. For the purposes of this Agreement, "MAJOR METROPOLITAN AREAS" shall include the following metropolitan areas: Washington, DC, Dallas/Fort Worth, Austin, Denver, Oakland, Silicon Valley, San Diego, Los Angeles, Philadelphia and Richmond, Virginia and the State of New Jersey. For the purposes of clarity, Chicago, Illinois shall not be a Major Metropolitan Area. Notwithstanding the foregoing, the Consultant shall not be prohibited from owning a non-controlling interest in any publicly traded company or from owning any passive equity interests in any investment vehicle that is not controlled by the Consultant nor managed by any entity controlled by the Consultant.

SECTION EIGHT

PROTECTION OF INFORMATION

All information and material acquired or developed by the Consultant while performing services pursuant to this Agreement shall become the exclusive property of the Company. Such information and material shall remain confidential and shall not be disclosed to anyone nor used for another's benefit, without the Company's prior written consent; provided, however, such the Consultant shall not be deemed to be prohibited from disclosing any information to the extent such information (i) becomes generally available to the public other than as a result of a disclosure by the Consultant or any of his representatives in violation of this Agreement, (ii) was in the Consultant's possession prior to his receipt of the confidential information pursuant to this Agreement, provided that the source of such information was not known by the Consultant to be subject to an obligation not to disclose such information and/or (iii) becomes available to the Consultant or his representatives on a non-confidential basis from a source other than the Company or any representative of the Company, provided that such source was not known by the Consultant to be subject to an obligation not to disclose such information. Upon termination of this Agreement for any reason, the Consultant agrees to deliver to the Company all copies of any and all reports, tabulations, formulations, maps, diagrams, plans, processes, or any other data or documents of any kind, nature or description prepared hereunder immediately, whether completed or not, and without regard to whether any or all the foregoing matters would be deemed confidential, material or important.

SECTION NINE

ENTIRE AGREEMENT

This written Agreement contains the sole and entire agreement between the parties with respect to consulting services. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any other representations except as are specifically set forth herein, and each party acknowledges that he or it has relied on his or its own judgment in entering into this Agreement. The parties further acknowledge that any statements or representations that may have heretofore been made by either of them or to the other are void and of no effect and that neither of them has relied thereon in connection with his or its dealing with the other. Any provision of this Agreement prohibited by law or otherwise ruled ineffective shall only be ineffective to the extent of such prohibition or ruling, with invalidating the remaining portions hereof.

SECTION TEN

WAIVER

No waiver or modification of this Agreement or any covenant, condition, or limitation herein contained is valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, and duly executed. The provisions of this paragraph may not be waived except as herein set forth.

             c/o Thomas F. August
             6214 Park Lane
             Dallas, Texas 75225

COMPANY:     Brandywine Realty Trust
             401 Plymouth Road
             Plymouth Meeting, PA 19462
             Attn: Brad A. Molotsky, Senior Vice President and General
               Counsel

SECTION TWELVE

GOVERNING LAW

This Agreement shall be governed as to its formation, interpretation and performance by the laws of the State of Texas without regard to provisions regarding choice of law of other states.

SECTION THIRTEEN

SECTION HEADINGS

The section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date stated at the beginning of this Agreement.

CONSULTANT

TF AUGUST ASSOCIATES, INC.

By:   /s/ Thomas F. August
      ---------------------------------------
Name: Thomas F. August
Title: President

BRANDYWINE REALTY TRUST

By: /s/ Gerard H. Sweeney
   ------------------------------------------
Name:  Gerard H. Sweeney
Title: President and Chief Executive Officer

The undersigned hereby agrees to be personally bound by Consultant's obligations under Section 7 B of this Agreement.

/s/ Thomas F. August
---------------------------------------------
Thomas F. August

SCHEDULE A

DESCRIPTION OF CONSULTING SERVICES

The Consultant shall perform such services as may be reasonably requested by the Company consistent with the Consultant's experience with Prentiss Properties Trust and his expertise in the office property investment industry, including but not limited to (i) providing for the orderly transition and integration with respect to the merger of Prentiss Properties Trust into a wholly-owned indirect subsidiary of Brandywine Realty Trust; (ii) participation on the Company's investment committee, (iii) assisting with strategic acquisitions; (iv) advising with respect to property acquisitions, new developments and dispositions; and (v) assisting with the planning of company business strategy.

SCHEDULE B

ASSISTANTS TO THOMAS F. AUGUST

Welfare Benefits according to the current Company Plan or its successor Plan for:

Medical Insurance
Dental Insurance
Vision Plan
Group Term Life Insurance
Accidental Death & Dismemberment Insurance Travel Accident Insurance
Long and Short Term Disability Insurance
Section 125 Flexible Spending Accounts

Retirement Benefits according to the current Company Defined Contribution Plan or its successor Plan

Other Company Benefits that are made available to similarly situated Employees

EXHIBIT 10.7

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of the 5th day of January, 2006 (the "Execution Date") by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Company") and Greg Imhoff (the "Employee").

WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:

1. Effectiveness of this Agreement. Notwithstanding anything herein to the contrary, including, without limitation, the execution and delivery of this Agreement as of the Execution Date, this Agreement shall not become effective for any purpose unless and until the REIT Merger has been consummated. Upon the consummation of the REIT Merger, this Agreement shall become fully effective as if executed and delivered on the date of such consummation (the "Effective Date"). The term "REIT Merger" has the meaning given to it in the Agreement and Plan of Merger dated as of October 3, 2005 (the "Merger Agreement") by and among Brandywine Realty Trust, a Maryland real estate investment trust, the Company, Brandywine Cognac I LLC, a Maryland limited liability company, Brandywine Cognac II LLC, a Delaware limited liability company, Prentiss Properties Trust, a Maryland real estate investment trust ("PPT"), and Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (together with PPT and their respective direct and indirect subsidiaries, "Prentiss").

2. Employment and Term. The Company hereby employs the Employee and the Employee hereby accepts employment with the Company for the period commencing on the Effective Date and, unless such employment is sooner terminated as provided herein, terminating at 5:00 p.m. on the first (1st) anniversary of the Effective Date. Such one-year period of employment as the same may be reduced as provided herein upon an earlier termination of the Employee's employment, is referred to herein as the "Term." At the end of the Term, the Employee's employment with the Company shall automatically continue thereafter on an "at will" basis and, accordingly, Sections 5.1-5.3 of this Agreement shall have no further force or effect and the Company may terminate the employment of Employee at any time and for any reason, or for no reason.

3. Duties. During the Term, the Employee shall serve the Company as its Senior Vice President and Chief Administrative Officer (the "Position"). Employee shall report to Gerard Sweeney, the Company's President and Chief Executive Officer. The Employee shall serve the Company faithfully and to the best of his ability and shall devote his full work time, attention, skill, and efforts to the performance of the duties required by and appropriate for the Position. The Employee shall perform such specific duties and responsibilities within the scope of the Position as may be reasonably assigned to him from time to time by the Company, with the understanding that the Employee's duties and responsibilities shall remain substantially similar to the duties and responsibilities in his current position at Prentiss. The Employee agrees to comply with all Company policies in effect from time to time and to comply with all laws, rules, and regulations, including, without limitation, those applicable to the Company.

4. Compensation. The Company shall pay the Employee, and the Employee hereby agrees to accept, as compensation for all services to be rendered to the Company the compensation set forth in Section 4 of this Agreement.

4.1 Salary. The Company shall pay the Employee an annual salary of Two Hundred Thousand Dollars ($200,000.00).

4.2 2006 and Future Years Incentive Compensation. The Company is developing a new incentive compensation plan for 2006 and future years. This new plan will include a cash bonus component and an equity stock component. This new plan will provide the Employee with the opportunity to earn total compensation not less than the amount the Employee currently has the opportunity to earn at Prentiss. Exact levels of compensation will be dependent upon Company, and individual performance in accordance with the terms of the plan. However, the Employee acknowledges that he will not be eligible for any payment made by the Company to other Company employees under the Company's 2005 incentive compensation plan, which will be payable in 2006.

4.3 Benefits. During the Term, the Employee shall be eligible for medical and dental benefits, short and long term disability coverage and life insurance benefits that the Company provides generally for its executive officers in accordance with the terms of the respective plans; provided, however, that nothing herein shall be deemed to require the Company to adopt or maintain any particular plan or policy. If the Company terminates the Employee's employment without Cause (as defined in Section 5.3 of this Agreement) or the Employee terminates the Employee's employment for Good Reason (as defined in Section 5.3 of this Agreement), the Employee shall receive the benefits defined in the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees dated as of October 3, 2005 (unless already paid).

4.4 Vacation. During the Term, the Employee shall receive four weeks paid vacation during each calendar year.

4.5 Reimbursement of Expenses. The Company shall reimburse Employee for all reasonable, ordinary and necessary business expenses incurred by the Employee during the term in connection with the performance of the Employee's duties hereunder in accordance with the Company's regular reimbursement procedures and practices in effect from time to time. The Company agrees that the types and amounts of reimbursements will not be less than the types and amounts of reimbursements permitted under current Prentiss reimbursement practices.

4.6 Payment. Payment of all compensation to Employee hereunder shall be made in accordance with the terms of this Agreement and applicable Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable withholdings and taxes (collectively, "Taxes").

4.7 Benefits Based On Tenure of Employment. The Company agrees that to the extent that any benefit provided pursuant to this Agreement is based in whole or in part on tenure of employment, then the Employee will be credited with his prior years of employment with Prentiss when calculating tenure of employment.

5. Termination.

5.1 During the Term, if the Company terminates the Employee's employment for Cause (as defined in Section 5.3 of this Agreement) or the Employee terminates the Employee's employment for a reason other than Good Reason (as defined in Section 5.3 of this Agreement), the Employee shall be entitled to salary accrued but unpaid as of the date of such termination, and the Employee shall no longer be entitled to receive any other payments, rights or benefits under this Agreement, and the Company shall not have any further obligation to the Employee pursuant to this Agreement, except (x) as provided to the contrary under the terms of any benefit plan in which he participates and pursuant to any federal or state law regarding the continuation of coverage under the Company's group health plan, and (y) as provided in Section 5.2 of this Agreement.

5.2 During the Term, if the Company terminates the Employee's employment for a reason other than Cause (as defined in Section 5.3 of this Agreement), including death or disability, or the Employee terminates the Employee's employment for Good Reason (as defined in Section 5.3 of this Agreement), then (x) the Company shall pay to the Employee salary accrued but unpaid as of the date of such termination and (y) the Company shall pay to the Employee the payments and benefits defined under the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees dated as of October 3, 2005, (unless already paid).

5.3 The term "Cause" shall mean: (i) any material breach by the Employee of any of the terms or provisions of this Agreement which the Employee fails to cure within fifteen (15) days after written notice thereof has been provided to the Employee by the Company; or (ii) the Employee's conviction on a felony or a crime involving moral turpitude or substance abuse; or (iii) the Employee's misappropriation of funds. The term "Good Reason" shall mean: (i) the Company requiring the Employee's relocation more than fifty (50) miles from the Employee's primary office subsequent to the Effective Date, without such Employee's consent; or (ii) a material adverse alteration in the nature of the Employee's position, provided that (x) a change of title, or (y) a change of reporting and, in either case, a concomitant change of duties, shall not be considered a material adverse alteration unless the duties are materially inconsistent with the Employee's duties at the time of the Effective Date; or
(iii) the Employee is excluded from the Company's (or upon a Change in Control, its successor's) long term incentive plan or reduction by the Company of the Employee's annual base salary or target bonus; or (iv) an assignment of duties to the Employee that is materially inconsistent with the Employee's job description at the time of the Effective Date; or (v) a "Change in Control" of the Company after the Effective Date (provided the Employee elects to resign within thirty (30) days of the Change in Control). The term "Change in Control" has the meaning provided to it in the Company's Amended and Restated 1997 Long-Term Incentive Plan.

5.4 The Company and the Employee agree that the REIT Merger constitutes a "Change in Control" for purposes of and as defined in
Section 2.7 of the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees dated as of October 3, 2005, that this Agreement is not meant to any way reduce or eliminate any right or benefit to which the Employee is entitled under that Plan, and that any ambiguity or conflict between that Plan and this Agreement shall be resolved in favor of the Employee.

5.5 The benefits as defined in Section 4.2 of the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees dated as of October 3, 2005 shall be payable by the Company to the Employee according to the terms of that Plan if the Employee's employment is terminated for any reason during the period of time between the last day of the Term and two years after the Effective Date (unless already paid).

5.6 If the Company terminates the Employee's employment after the Term, then the Employee will be entitled to severance payments consistent with the Company's past practices for comparable employees, at the Company's sole discretion. To the extent that any severance benefit is based in whole or in part on tenure of employment, then the Employee will be credited with his prior years of employment with Prentiss when calculating tenure of employment.

6. Confidential Information. The Company shall provide the Employee with the confidential and proprietary information concerning the Company. Both during the Term and at all times thereafter, the Employee shall not disclose such information to any other person or entity.

7. Restrictive Covenants.

7.1 After the Employee's employment ends for any reason, the Employee may work for any person, business, or entity, whether in competition with the Company or not.

7.2 During the Term, if the Company terminates the Employee's employment for Cause (as defined in Section 5.3 of this Agreement) or the Employee terminates the Employee's employment for a reason other than Good Reason (as defined in Section 5.3 of this Agreement), then the Employee will not, during the three-year period immediately following the Effective Date of this Agreement, directly or indirectly (i) solicit, induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (ii) interfere with the relationship between the Company and its existing or prospective tenants, including without limitation encouraging a tenant to terminate, or elect not to renew, its lease with the Company; or (iii) interfere with the relationship between the Company and any service providers to the Company.

7.3 Notwithstanding anything to the contrary contained herein, the restrictions contained in Section 7 of this Agreement shall not be applicable if the Company terminates the Employee's employment for a reason other than Cause (as defined in Section 5.3 of this Agreement) or the Employee terminates the Employee's employment for Good Reason (as defined in
Section 5.3 of this Agreement).

7.4 The Employee acknowledges that the restrictions contained herein, in view of the nature of the business in which Employee has been engaged, are reasonable and necessary to protect the legitimate interest of the Company, and that any violation of these restrictions would result in irreparable injury to the Company. The Employee acknowledges that, in the event of a violation of any such restrictions, the Company shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, profits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. In the event that the Employee shall violate the foregoing restrictions, the relevant period referred to above shall be extended by a period of time equal to that period beginning when such violation commenced, and ending when the activities constituting such a violation shall have finally been terminated in good faith.

8. Representations, Warranties and Covenants of the Employee.

8.1 The Employee represents and warrants to the Company that there are no restrictions, agreements or understandings to which the Employee is a party which would prevent or make unlawful the Employee's execution of this Agreement or the Employee's employment hereunder, or which is or would limit the performance by the Employee of the obligations hereunder.

8.2 The Employee covenants that in connection with his provision of services to the Company, he shall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to obligations relating to confidentiality and proprietary rights.

9. Survival of Provisions. The provisions of this Agreement set forth in Sections 5.5, 6, 7, and 11 hereof shall survive the termination of the Employee's employment hereunder for the purposes provided for therein.

10. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee and their respective successors, executors, administrators, heirs and/or assigns; provided that the Employee shall not make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the Company. The Company agrees that its obligations under this Agreement are binding upon any successors or assigns.

11. Assistance in Litigation. Employee shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while Employee was employed by the Company. Employee's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. Employee also shall cooperate fully with the Company in connection with any investigation or review by any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Employee was employed by the Company. The Company will pay Employee a reasonable hourly rate for Employee's cooperation pursuant to this Section. The Company will reimburse the Employee for reasonable attorney's fees and costs incurred as a result of his compliance with this Section. Nothing in this Agreement limits the Employee's rights under the Indemnification Agreement dated November 5, 2004 or any other applicable agreement or insurance policy.

12. Notices. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or facsimile transmission (with electronic confirmation of successful transmission) to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice, in order of preference of the recipient:

If to the Company:        Brandywine Realty Trust
                          401 Plymouth Road Suite 500
                          Plymouth Meeting, PA 19462
                          Attn:  Gerard H. Sweeney
                          President and CEO
                          Fax:  (610) 832-4919

If to Employee:           Greg Imhoff
                          7263 Paldao Drive
                          Dallas, TX 75240

Notice so given shall, in the case of mail, be deemed to be given and received on the fifth calendar day after posting, in the case of overnight delivery service, on the date of actual delivery and, in the case of facsimile transmission, telex or personal delivery, on the date of actual transmission or, as the case may be, personal delivery.

13. Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature between the parties hereto relating to the employment of the Employee with the Company. This Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto.

14. Waiver. The waiver of the breach of any term or provision of this Agreement shall not operate as or be construed to be a waiver of any other or subsequent breach of this Agreement.

15. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws of any jurisdiction.

16. Invalidity. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, the validity and enforceability of all of the remaining provisions hereof shall not be affected thereby.

17. Section Headings. The section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Employment Agreement to be executed the day and year first written above.

BRANDYWINE OPERATING PARTNERSHIP,
L.P.,

By: Brandywine Realty Trust, its general partner

/s/ Gerard H. Sweeney
--------------------------------------------
By:  Gerard H. Sweeney
Its: President and Chief Executive Officer


/s/ Gregory S. Imhoff
--------------------------------------------
Gregory S. Imhoff

EXHIBIT 10.8

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of the 5th day of January, 2006 (the "Execution Date") by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Company") and Scott W. Fordham (the "Employee").

WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:

1. Effectiveness of this Agreement. Notwithstanding anything herein to the contrary, including, without limitation, the execution and delivery of this Agreement as of the Execution Date, this Agreement shall not become effective for any purpose unless and until the REIT Merger has been consummated. Upon the consummation of the REIT Merger, this Agreement shall become fully effective as if executed and delivered on the date of such consummation (the "Effective Date"). The term "REIT Merger" has the meaning given to it in the Agreement and Plan of Merger dated as of October 3, 2005 (the "Merger Agreement") by and among Brandywine Realty Trust, a Maryland real estate investment trust, the Company, Brandywine Cognac I LLC, a Maryland limited liability company, Brandywine Cognac II LLC, a Delaware limited liability company, Prentiss Properties Trust, a Maryland real estate investment trust ("PPT"), and Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (together with PPT and their respective direct and indirect subsidiaries, "Prentiss").

2. Employment and Term. The Company hereby employs the Employee and the Employee hereby accepts employment with the Company for the period commencing on the Effective Date and, unless such employment is sooner terminated as provided herein, terminating at 5:00 p.m. on the first (1st) anniversary of the Effective Date. Such one-year period of employment as the same may be reduced as provided herein upon an earlier termination of the Employee's employment, is referred to herein as the "Term." At the end of the Term, the Employee's employment with the Company shall automatically continue thereafter on an "at will" basis and, accordingly, Sections 5.1-5.3 of this Agreement shall have no further force or effect and the Company may terminate the employment of Employee at any time and for any reason, or for no reason.

3. Duties. During the Term, the Employee shall serve the Company as its Vice President and Chief Accounting Officer (the "Position"). Employee shall report to Chris Marr, the Company's Chief Financial Officer. The Employee shall serve the Company faithfully and to the best of his ability and shall devote his full work time, attention, skill, and efforts to the performance of the duties required by and appropriate for the Position. The Employee shall perform such specific duties and responsibilities within the scope of the Position as may be reasonably assigned to him from time to time by the Company, with the understanding that the Employee's duties and responsibilities shall remain substantially similar to the duties and responsibilities in his current position at Prentiss. The Employee agrees to comply with all Company policies in effect from time to time and to comply with all laws, rules, and regulations, including, without limitation, those applicable to the Company.

4. Compensation. The Company shall pay the Employee, and the Employee hereby agrees to accept, as compensation for all services to be rendered to the Company the compensation set forth in Section 4 of this Agreement.

4.1 Salary. The Company shall pay the Employee an annual salary of One Hundred Seventy Thousand Dollars ($170,000.00).

4.2 2006 and Future Years Incentive Compensation. The Company is developing a new incentive compensation plan for 2006 and future years. This new plan will include a cash bonus component and an equity stock component. This new plan will provide the Employee with the opportunity to earn total compensation not less than the amount the Employee currently has the opportunity to earn at Prentiss. Exact levels of compensation will be dependent upon Company, and individual performance in accordance with the terms of the plan. However, the Employee acknowledges that he will not be eligible for any payment made by the Company to other Company employees under the Company's 2005 incentive compensation plan, which will be payable in 2006.

4.3 Benefits. During the Term, the Employee shall be eligible for medical and dental benefits, short and long term disability coverage and life insurance benefits that the Company provides generally for its executive officers in accordance with the terms of the respective plans; provided, however, that nothing herein shall be deemed to require the Company to adopt or maintain any particular plan or policy. If the Company terminates the Employee's employment without Cause (as defined in Section 5.3 of this Agreement) or the Employee terminates the Employee's employment for Good Reason (as defined in Section 5.3 of this Agreement), the Employee shall receive the benefits defined in the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees dated as of October 3, 2005 (unless already paid).

4.4 Vacation. During the Term, the Employee shall receive four weeks paid vacation during each calendar year.

4.5 Reimbursement of Expenses. The Company shall reimburse Employee for all reasonable, ordinary and necessary business expenses incurred by the Employee during the term in connection with the performance of the Employee's duties hereunder in accordance with the Company's regular reimbursement procedures and practices in effect from time to time. The Company agrees that the types and amounts of reimbursements will not be less than the types and amounts of reimbursements permitted under current Prentiss reimbursement practices.

4.6 Payment. Payment of all compensation to Employee hereunder shall be made in accordance with the terms of this Agreement and applicable Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable withholdings and taxes (collectively, "Taxes").

4.7 Benefits Based On Tenure of Employment. The Company agrees that to the extent that any benefit provided pursuant to this Agreement is based in whole or in part on tenure of employment, then the Employee will be credited with his prior years of employment with Prentiss when calculating tenure of employment.

5. Termination.

5.1 During the Term, if the Company terminates the Employee's employment for Cause (as defined in Section 5.3 of this Agreement) or the Employee terminates the Employee's employment for a reason other than Good Reason (as defined in Section 5.3 of this Agreement), the Employee shall be entitled to salary accrued but unpaid as of the date of such termination, and the Employee shall no longer be entitled to receive any other payments, rights or benefits under this Agreement, and the Company shall not have any further obligation to the Employee pursuant to this Agreement, except (x) as provided to the contrary under the terms of any benefit plan in which he participates and pursuant to any federal or state law regarding the continuation of coverage under the Company's group health plan, and (y) as provided in Section 5.2 of this Agreement.

5.2 During the Term, if the Company terminates the Employee's employment for a reason other than Cause (as defined in Section 5.3 of this Agreement), including death or disability, or the Employee terminates the Employee's employment for Good Reason (as defined in Section 5.3 of this Agreement), then (x) the Company shall pay to the Employee salary accrued but unpaid as of the date of such termination and (y) the Company shall pay to the Employee the payments and benefits defined under the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees dated as of October 3, 2005, (unless already paid).

5.3 The term "Cause" shall mean: (i) any material breach by the Employee of any of the terms or provisions of this Agreement which the Employee fails to cure within fifteen (15) days after written notice thereof has been provided to the Employee by the Company; or (ii) the Employee's conviction on a felony or a crime involving moral turpitude or substance abuse; or (iii) the Employee's misappropriation of funds. The term "Good Reason" shall mean: (i) the Company requiring the Employee's relocation more than fifty (50) miles from the Employee's primary office subsequent to the Effective Date, without such Employee's consent; or (ii) a material adverse alteration in the nature of the Employee's position, provided that (x) a change of title, or (y) a change of reporting and, in either case, a concomitant change of duties, shall not be considered a material adverse alteration unless the duties are materially inconsistent with the Employee's duties at the time of the Effective Date; or
(iii) the Employee is excluded from the Company's (or upon a Change in Control, its successor's) long term incentive plan or reduction by the Company of the Employee's annual base salary or target bonus; or (iv) an assignment of duties to the Employee that is materially inconsistent with the Employee's job description at the time of the Effective Date; or (v) a "Change in Control" of the Company after the Effective Date (provided the Employee elects to resign within thirty (30) days of the Change in Control). The term "Change in Control" has the meaning provided to it in the Company's Amended and Restated 1997 Long-Term Incentive Plan.

5.4 The Company and the Employee agree that the REIT Merger constitutes a "Change in Control" for purposes of and as defined in
Section 2.7 of the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees dated as of October 3, 2005, that this Agreement is not meant to any way reduce or eliminate any right or benefit to which the Employee is entitled under that Plan, and that any ambiguity or conflict between that Plan and this Agreement shall be resolved in favor of the Employee.

5.5 The benefits as defined in Section 4.2 of the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees dated as of October 3, 2005 shall be payable by the Company to the Employee according to the terms of that Plan if the Employee's employment is terminated for any reason during the period of time between the last day of the Term and two years after the Effective Date (unless already paid).

5.6 If the Company terminates the Employee's employment after the Term, then the Employee will be entitled to severance payments consistent with the Company's past practices for comparable employees, at the Company's sole discretion. To the extent that any severance benefit is based in whole or in part on tenure of employment, then the Employee will be credited with his prior years of employment with Prentiss when calculating tenure of employment.

6. Confidential Information. The Company shall provide the Employee with the confidential and proprietary information concerning the Company. Both during the Term and at all times thereafter, the Employee shall not disclose such information to any other person or entity.

7. Restrictive Covenants.

7.1 After the Employee's employment ends for any reason, the Employee may work for any person, business, or entity, whether in competition with the Company or not.

7.2 During the Term, if the Company terminates the Employee's employment for Cause (as defined in Section 5.3 of this Agreement) or the Employee terminates the Employee's employment for a reason other than Good Reason (as defined in Section 5.3 of this Agreement), then the Employee will not, during the three-year period immediately following the Effective Date of this Agreement, directly or indirectly (i) solicit, induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (ii) interfere with the relationship between the Company and its existing or prospective tenants, including without limitation encouraging a tenant to terminate, or elect not to renew, its lease with the Company; or (iii) interfere with the relationship between the Company and any service providers to the Company.

7.3 Notwithstanding anything to the contrary contained herein, the restrictions contained in Section 7 of this Agreement shall not be applicable if the Company terminates the Employee's employment for a reason other than Cause (as defined in Section 5.3 of this Agreement) or the Employee terminates the Employee's employment for Good Reason (as defined in
Section 5.3 of this Agreement).

7.4 The Employee acknowledges that the restrictions contained herein, in view of the nature of the business in which Employee has been engaged, are reasonable and necessary to protect the legitimate interest of the Company, and that any violation of these restrictions would result in irreparable injury to the Company. The Employee acknowledges that, in the event of a violation of any such restrictions, the Company shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, profits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. In the event that the Employee shall violate the foregoing restrictions, the relevant period referred to above shall be extended by a period of time equal to that period beginning when such violation commenced, and ending when the activities constituting such a violation shall have finally been terminated in good faith.

8. Representations, Warranties and Covenants of the Employee.

8.1 The Employee represents and warrants to the Company that there are no restrictions, agreements or understandings to which the Employee is a party which would prevent or make unlawful the Employee's execution of this Agreement or the Employee's employment hereunder, or which is or would limit the performance by the Employee of the obligations hereunder.

8.2 The Employee covenants that in connection with his provision of services to the Company, he shall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to obligations relating to confidentiality and proprietary rights.

9. Survival of Provisions. The provisions of this Agreement set forth in Sections 5.5, 6, 7, and 11 hereof shall survive the termination of the Employee's employment hereunder for the purposes provided for therein.

10. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee and their respective successors, executors, administrators, heirs and/or assigns; provided that the Employee shall not make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the Company. The Company agrees that its obligations under this Agreement are binding upon any successors or assigns.

11. Assistance in Litigation. Employee shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while Employee was employed by the Company. Employee's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. Employee also shall cooperate fully with the Company in connection with any investigation or review by any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Employee was employed by the Company. The Company will pay Employee a reasonable hourly rate for Employee's cooperation pursuant to this Section. The Company will reimburse the Employee for reasonable attorney's fees and costs incurred as a result of his compliance with this Section. Nothing in this Agreement limits the Employee's rights under the Indemnification Agreement dated November 5, 2004 or any other applicable agreement or insurance policy.

12. Notices. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or facsimile transmission (with electronic confirmation of successful transmission) to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice, in order of preference of the recipient:

If to the Company:        Brandywine Realty Trust
                          401 Plymouth Road Suite 500
                          Plymouth Meeting, PA 19462
                          Attn:  Gerard H. Sweeney
                          President and CEO
                          Fax:  (610) 832-4919

If to Employee:           Scott Fordham
                          309 Martel Court
                          Coppell, TX 75019

Notice so given shall, in the case of mail, be deemed to be given and received on the fifth calendar day after posting, in the case of overnight delivery service, on the date of actual delivery and, in the case of facsimile transmission, telex or personal delivery, on the date of actual transmission or, as the case may be, personal delivery.

13. Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature between the parties hereto relating to the employment of the Employee with the Company. This Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto.

14. Waiver. The waiver of the breach of any term or provision of this Agreement shall not operate as or be construed to be a waiver of any other or subsequent breach of this Agreement.

15. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws of any jurisdiction.

16. Invalidity. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, the validity and enforceability of all of the remaining provisions hereof shall not be affected thereby.

17. Section Headings. The section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Employment Agreement to be executed the day and year first written above.

BRANDYWINE OPERATING PARTNERSHIP,
L.P.,

By: Brandywine Realty Trust, its general partner

/s/ Gerard H. Sweeney
--------------------------------------------
By:  Gerard H. Sweeney
Its:  President and Chief Executive Officer


/s/ Scott W. Fordham
--------------------------------------------
Scott W. Fordham

EXHIBIT 10.9

PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

ARTICLE I

DEFINITIONS

1.01. Administrator means, while the Company is a Non-Public Company, the Board. While the Company is a Public Company, the term "Administrator" means the Committee and any delegate of the Committee that is appointed in accordance with Article III.

1.02. Affiliate means any entity under common control with the Company, within the meaning of Code section 414(b) or (c) and any "subsidiary" or "parent" corporation (within the meaning of Section 424 of the Code) of the Company, including an entity that becomes an Affiliate after the adoption of this Plan.

1.03. Agreement means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of an award of Performance Shares or Restricted Shares or of an Option, SAR or Incentive Award granted to such Participant.

1.04. Board means the Board of Trustees of the Company.

1.05. Code means the Internal Revenue Code of 1986, as amended and as in effect from time to time.

1.06. Committee means the Compensation Committee of the Board which shall be comprised solely of two or more Non-Employee Trustees. The Committee shall be appointed by the Board.

1.07. Company means Prentiss Properties Trust.

1.08. Corresponding SAR means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.

1.09. Exchange Act means the Securities Exchange Act of 1934, as amended and as in effect from time to time.

1.10. Fair Market Value means, on any given date, the current fair market value of a Share as determined pursuant to subsection (a) or (b) below.

(a) While the Company is a Non-Public Company, Fair Market Value shall be determined by the Board using any reasonable method in good faith.

(b) While the Company is a Public Company, Fair Market Value shall be determined as follows: if the Shares are not listed on an established stock exchange, the Fair Market Value shall be the reported "closing" price of a Share in the New York over-the-counter market as reported by the National Association of Securities Dealers, Inc. If the Shares are listed on an established stock exchange or exchanges, Fair Market Value shall be deemed to be the highest closing price of a Share reported on that stock exchange or exchanges or, if no sale of Shares shall be made on any stock exchange on that day, then the next preceding day on which there was a sale.

1.11. Incentive Award means an award which, subject to such terms and conditions as may be prescribed by the Administrator, entitles the Participant to receive a cash payment from the Company or an Affiliate.

1.12. Initial Value means, with respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently of an Option, the Fair Market Value of one Share on the date of grant.

1.13. Non-Employee Trustee means a Trustee who satisfies the requirements for a "Non-Employee Director" within the meaning of Securities and Exchange Commission Rule 16b-3(b)(3).

1.14. Non-Public Company means an entity that has never sold securities pursuant to an effective registration statement on Form S-11 filed pursuant to the Securities Act of 1933, as amended.

1.15. Option means a share option granted under the Plan that entitles the holder to purchase from the Company a stated number of Shares at the price set forth in an Agreement.

1.16. Participant means an employee of the Company or an Affiliate, including an employee who is a Trustee, who satisfies the requirements of Article IV and is selected by the Administrator to receive an award of Performance Shares or Restricted Shares, an Option, an SAR, or a combination thereof.

1.17. Performance Shares means an award which, in accordance with, and subject to, an Agreement, will entitle the Participant, or his estate or beneficiary in the event of the Participant's death, to receive cash or a Share Award or a combination thereof.

1.18. Plan means the Prentiss Properties Trust 1996 Share Incentive Plan.

1.19. Public Company means an entity that has sold securities pursuant to an effective registration statement on Form S-11 filed pursuant to the Securities Act of 1933, as amended.

1.20. Restricted Shares means Shares awarded to a Participant under Article IX that are nontransferable and subject to a substantial risk of forfeiture. Shares shall cease to be Restricted Shares when, in accordance with the terms of Article IX and the applicable Agreement, they become transferable and free of substantial risks of forfeiture.

1.21. SAR means a share appreciation right that entitles the holder to receive, with respect to each Share encompassed by the exercise of such SAR, the amount determined by the Administrator and specified in an Agreement. In the absence of such specification, the holder shall be entitled to receive, with respect to each Share encompassed by the exercise over the Initial Value. References to "SARs" include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise.

1.22. Shares means the common shares of the Company.

1.23. Share Award means Shares issued to a Participant under Article X.

1.24. Trustee means a member of the Board.

ARTICLE II

PURPOSES

The Plan is intended to assist the Company and its Affiliates in recruiting and retaining key employees by enabling such persons to participate in the future success of the Company and its Affiliates and to associate their interests with those of the Company and its shareholders. The Plan is intended to permit the grant of Restricted Share Awards, Options not qualifying under
Section 422 of the Code, SARs, Incentive Award and the award of Performance Shares. The proceeds received by the Company from the sale of Shares pursuant to this Plan shall be used for general corporate purposes.

ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Administrator. The Administrator shall have authority to award Performance Shares and to grant Restricted Share Awards, Incentive Awards, Options and SARs upon such terms (not inconsistent with the provisions of this Plan), as the Administrator may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any part of an Option or SAR or on the transferability or forfeitability of Restricted Shares, Performance Shares or Incentive Awards. Notwithstanding any such conditions, the Administrator may, in its discretion, accelerate the time at which any Option or SAR may be exercised. In addition, the Administrator shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator. Any decision made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final and conclusive. Neither the Administrator nor any member of the Committee shall be liable for any act done in good faith with respect to this Plan or any Agreement, Option, SAR, Incentive Award, Restricted Share Award, or any award of Performance Shares. All expenses of administering this Plan shall be borne by the Company.

The Committee, in its discretion, may delegate to one or more officers of the Company all or part of the Committee's authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee's delegate or delegates that were consistent with the terms of the Plan.

ARTICLE IV

ELIGIBILITY

4.01. General. Any employee of the Company or an Affiliate is eligible to participate in this Plan if the Administrator, in its sole discretion, determines that such person has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or an Affiliate. A Trustee of the Company who is an employee of the Company or an Affiliate may be selected to participate in this Plan.

4.02. Grants. The Administrator will designate individuals to whom awards of Restricted Shares and Performance Shares are to be made and to whom Incentive Awards, Options and SARs are to be granted and will specify the number of Shares subject to each award or grant. An Option may be granted with or without a related SAR. An SAR may be granted with or without a related Option. All awards of Restricted Shares and Performance Shares and all Options and SARs granted under this Plan shall be evidenced by Agreements which shall be subject to the applicable provisions of this Plan and to such other provisions as the Administrator may adopt. No Participant may be granted, in any calendar year, Options for more than 390,000 Shares or SARs for more than 390,000 Shares. For purposes of the preceding sentence, an Option and Corresponding SAR shall be treated as a single award. No Participant may be awarded, in any calendar year, awards of Restricted Shares, for more than 50,000 Shares. The preceding sentence shall not limit the issuance of Share Awards in settlement of awards of Performance Shares. No Participant may be awarded, in any calendar year, Performance Shares with respect to more than 50,000 Shares.

ARTICLE V

SHARES SUBJECT TO PLAN

5.01. Maximum Number of Shares. Upon the award of Shares in accordance with an award of Restricted Shares and the settlement of Performance Shares, the Company may issue Shares from its authorized but unissued Shares. Upon the exercise of any Option or SAR, the Company may deliver to the Participant (or the Participant's broker if the Participant so directs), Shares from its authorized but unissued Shares. The Company may issue shares from its authorized but unissued shares in accordance with Section 5.02. The maximum aggregate number of Shares that may be issued under this Plan is 2,030,000 Shares, subject to increase and adjustment as provided in this Article V and Article XII. The maximum aggregate number of Shares issued under this Plan pursuant to awards of Restricted Shares, or in full or partial settlement of awards of Performance Shares, shall not exceed ten percent of the maximum aggregate number of shares that may be issued during the term of the Plan under this Article V. If an Option is terminated, in whole or in part, for any reason other than its exercise or the exercise of a Corresponding SAR, the number of Shares allocated to the Option or portion thereof may be reallocated to other Options, SARs, awards of Restricted Shares, and Performance Shares to be granted under this Plan. If an SAR is terminated, in whole or in part, for any reason other than its exercise or the exercise of a related Option, the number of Shares allocated to the SAR or portion thereof may be reallocated to other Options, SARs, awards of Restricted Shares or Performance Shares to be granted under this Plan. To the extent that an award of Performance Shares is forfeited, in whole or in part, without the issuance of a Share Award, or to the extent that an award of Restricted Shares is forfeited, the number of Shares allocated to the portion of the forfeited Performance Share award or forfeited Restricted Share award may be reallocated to other Options, SARs and awards of Restricted Shares, and Performance Shares to be granted under this Plan.

5.02. Employer Options. Shares may be issued to employees of Prentiss Properties Limited, Inc., Prentiss Properties Limited II, Inc. and Prentiss Properties Management, L.P. (each an "Employer") upon the exercise of an option or a share appreciation right, or the vesting or settlement of a restricted share award or performance share award granted by an Employer and upon payment of the purchase price to the Company. The purchase price per Share for Shares issued under this
Section 5.02 shall be the Fair Market Value on the day preceding the date the Shares are issued. The holder of an option or a share appreciation right granted by an Employer shall have none of the rights of a shareholder of the Company with respect to such option until the purchase price is received by the Company and the Shares are issued. The holder of a performance share award granted by an Employer shall have none of the rights of a shareholder of the Company until such award is settled in Shares, and the holder of a restricted share award granted by an Employer shall have all of the rights of a shareholder with respect to Common Stock covered by an award of Restricted Shares, including the right to receive dividends and to vote shares; provided, however, that (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of Restricted Shares, (ii) the Company shall retain custody of the certificates evidencing Restricted Shares, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each award of Restricted Shares. The limitations of the preceding sentence shall not apply after the Restricted Shares are, in accordance with the terms of the applicable Agreement, transferable and no longer forfeitable.

ARTICLE VI

OPTION PRICE

The price per share for Shares purchased on the exercise of an Option shall be determined by the Administrator on the date of grant; provided, however, that the price per share for Shares purchased on the exercise of any Option shall not be less than the Fair Market Value on the date the Option is granted.

ARTICLE VII

EXERCISE OF OPTIONS AND SARS

7.01 Maximum Option or SAR Period. The maximum period in which an Option or SAR may be exercised shall be determined by the Administrator on the date of grant.

7.02. Nontransferability. Any Option or SAR granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. In the event of any such transfer, the Option and any Corresponding SAR that relates to such Option must be transferred to the same person or persons. During the lifetime of the Participant to whom the Option or SAR is granted, the Option or SAR may be exercised only by the Participant. No right or interest of a Participant in any Option or SAR shall be liable for, or subject to, any lien, obligation, or liability of such Participant.

ARTICLE VIII

METHOD OF EXERCISE

8.01. Exercise. Subject to the provisions of Articles VII and XIII, an Option or SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Administrator shall determine. An Option or SAR granted under this Plan may be exercised with respect to any number of whole Shares less than the full number of whole Shares for which the Option or SAR could be exercised. A partial exercise of an Option or SAR shall not affect the right to exercise the Option or SAR from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining Shares subject to the Option or related to the SAR. The exercise of either an Option or Corresponding SAR shall result in the termination of the other to the extent of the number of Shares with respect to which the Option or Corresponding SAR is exercised.

8.02. Payment. Unless otherwise provided by the Agreement, payment of the Option price shall be made in a single sum, in cash or a cash equivalent acceptable to the Administrator. If the Agreement provides, payment of all or part of the Option price may be made by surrendering Shares to the Company. If Shares are used to pay all or part of the Option price, any Shares surrendered must have an aggregate Fair Market Value (determined as of the day preceding the date of exercise) that, together with any cash or cash equivalent paid, is not less than the Option price for the number of Shares for which the Option is being exercised.

8.03. Determination of Payment of Cash and/or Shares Upon Exercise of SAR. At the Administrator's discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, cash equivalents acceptable to the Administrator, by the surrender of Shares, or a combination thereof. A fractional share shall not be deliverable upon the exercise of an SAR but a cash payment will be made in lieu thereof.

8.04. Forfeiture. If a Participant's employment with the Company or an Affiliate is terminated, his or her Options and SARs shall be forfeited to the extent that the Options and SARs were not exercisable on the date of the Participant's termination of employment and to the extent that the Administrator does not exercise its discretion to accelerate the time at which the Participant's Options and SARs may be exercised. If a Participant's employment with the Company or an Affiliate terminates due to the Participant's dishonesty, or other similar reasons as determined by the Administrator, all of the Participant's unexercised Options and SARs shall be forfeited, regardless of whether such Options and SARs were exercisable on the date the Participant's employment terminated. The Administrator has complete discretion to determine whether the reason for a participant's termination of employment warrants the forfeiture of all the Participant's unexercised Options and SARs.

8.05. Shareholder Rights. No Participant shall have any rights as a shareholder with respect to Shares subject to his Option or SAR until the date of exercise of such Option or SAR and the issuance of Shares thereunder.

ARTICLE IX

RESTRICTED SHARE AWARDS

9.01. Awards. In accordance with the provisions of Section 4.01, the Administrator will designate each individual to whom an award of Restricted Shares is to be made and, subject to the provisions of Section 4.02, will specify the number of Shares covered by each such award.

9.02. Vesting. Subject to the provisions of Section 9.03, the Shares covered by an award of Restricted Shares shall remain nontransferable and forfeitable until such conditions as the Administrator, in its discretion, may prescribe in the Agreement have been satisfied. By way of example and not of limitation, such conditions may include a Participant's continued employment for a specified period or that the Company or the Participant achieve stated, performance-related objectives such as return on capital, earnings per Share, earnings growth, total earnings, Fair Market Value, funds from operations per share, or return on assets. Such conditions also may include by way of example and not of limitation, requirements that the Participant complete a specified period of employment with the Company or any Affiliate. The determination as to whether such conditions have been satisfied shall be made by the Administrator, and such termination shall be conclusive.

9.03. Minimum Vesting Period. In cases where the Administrator has prescribed, in the Agreement, that certain performance-related objectives must be satisfied in order for Restricted Shares to become transferable and nonforfeitable, the performance period shall be at least one year. In all other cases, Shares covered by an award of Restricted Shares shall become transferable and nonforfeitable no sooner than three years after the award date. The Administrator, in its discretion, may accelerate the vesting of awards of Restricted Shares for Participants whose employment with the Company or an Affiliate terminates.

9.04. Forfeiture. If a Participant's employment with the Company or an Affiliate terminates, for any reason other than death or disability, the Participant shall forfeit all Shares that have not become transferable and nonforfeitable on the date of the Participant's termination of employment and to the extent that the Administrator does not exercise its discretion to accelerate the vesting of the Participant's awards of Restricted Shares. If a Participant's employment with the Company or an Affiliate terminates due to the Participant's dishonesty, or other similar reasons as determined by the Administrator, all of the Participant's Shares shall be forfeited, regardless of whether such Shares were vested on the date the Participant's employment terminated. The Administrator has complete discretion to determine whether the reason for a participant's termination of employment warrants the forfeiture of all the Participant's Restricted Shares.

9.05. Shareholder Rights. In accordance with the terms of the Agreement, a Participant will have all rights of a shareholder with respect to the Common Stock covered by an award of Restricted Shares, including the right to receive dividends and vote the shares; provided, however, that (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of Restricted Shares, (ii) the Company shall retain custody of the certificates evidencing Restricted Shares, and (iii) the participant will deliver to the Company a stock power, endorsed in blank, with respect to each award of Restricted Shares. The limitations set forth in the preceding sentence shall not apply after the Restricted Shares are, in accordance with the terms of the applicable Agreement, transferable and no longer forfeitable.

ARTICLE X

PERFORMANCE SHARE AWARDS

10.01. Award. In accordance with the provisions of Section 4.01, the Administrator will designate individuals to whom an award of Performance Shares is to be granted and, subject to the provisions of Section 4.02, will specify the number of Shares covered by the award.

10.02. Earning the Award. An award of Performance Shares, or portion thereof, will be earned, and the Participant will be entitled to receive Shares pursuant to a Share Award, a cash payment or a combination thereof, only upon the achievement by the Participant, the Company, or an Affiliate of such performance-related objectives as the Administrator, in its discretion, shall prescribe on the date of grant. By way of example and not of limitation, such performance-related objectives may be stated with respect to return on capital, earnings per Share, earnings growth, total earnings, Fair Market Value funds from operations per share, or return on assets. The determination as to whether such objectives have been achieved shall be made by the Administrator, and such determination shall be conclusive; provided, however, that the period in which such performance is measured shall be at least one year. In addition, the Administrator may, by way of example and not of limitation, require the Participant to complete a specified period of employment with the Company or an Affiliate.

10.03. Payment. In the discretion of the Administrator, the amount payable when an award of Performance Shares is earned may be settled in cash, by the grant of a Share Award or a combination of cash and a Share Award. A fractional share shall not be deliverable when an award of Performance Shares is earned, but a cash payment will be made in lieu thereof.

10.04. Shareholder Rights. No Participant shall, as a result of receiving an award of Performance Shares, have any rights as a shareholder until and to the extent that the award of Performance Shares is earned and a Share Award is made. If the Agreement so provides, a Participant may receive a cash payment equal to the dividends that would have been payable with respect to the number of Shares covered by the award between the date the Performance Shares are awarded and the date a Share Award is made pursuant to the Performance Share award. A Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of a Performance Share award or the right to receive Shares thereunder other than by will or the laws of descent and distribution. After an award of Performance Shares is earned and a Share Award is made, a Participant will have all the rights of a shareholder with respect to the Shares so awarded.

ARTICLE XI

INCENTIVE AWARDS

11.01. Award. In accordance with the provisions of Article IV, the Administrator shall designate Participants to whom Incentive Awards are made. All Incentive Awards shall be finally determined exclusively by the Administrator under the procedures established by the Administrator.

11.02. Terms and Conditions. The Administrator, at the time an Incentive Award is made, shall specify the terms and conditions which govern the award. Such terms and conditions may prescribe, by way of example and not of limitation, that the Incentive Award shall be earned only to the extent that the Company or an Affiliate, during a performance period achieves performance-related objectives stated with respect to the Company's, an Affiliate's or an operating unit's return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets or Fair Market Value or funds from operations per share. Such terms and conditions also may include other limitations on the payment of Incentive Awards including, by way of example and not of limitation, requirements that the Participant complete a specified period of employment with the Company or an Affiliate. The Administrator, at the time an Incentive Award is made, shall also specify when amounts shall be payable under the Incentive Award and whether amounts shall be payable in the event of the Participant's death, disability, or retirement. No payment shall be made under an Incentive Award except to the extent that the Administrator certifies that the objectives governing such award have been achieved.

11.03. Nontransferability. Incentive Awards shall be nontransferable except by will or by the laws of descent and distribution. No right or interest of a Participant in an Incentive Award shall be liable for, or subject to, any lien, obligation, or liability of such Participant.

11.04. Shareholder Rights. No Participant shall, as a result of receiving an Incentive Award, have any rights as a shareholder of the Company or any Affiliate on account of such award.

ARTICLE XII

ADJUSTMENT UPON CHANGE IN SHARES

The maximum number of Shares which may be issued pursuant to Options, SARs, awards of Restricted Shares, the settlement of Performance Shares and in accordance with Section 5.02, and the individual limits on the award of Options, SARs, awards of Restricted Shares and Share Awards in a calendar year shall be proportionately adjusted, and the terms of outstanding Options, SARs, awards of Restricted Shares and Performance Shares and Incentive Awards shall be adjusted, as the Committee shall determine to be equitably required in the event that (a) the Company (i) effects one or more Share dividends, Share split-ups, subdivisions or consolidations of Shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Committee, necessitates such action. Any determination made under this Article XII by the Committee shall be final and conclusive.

The issuance by the Company of shares of any class, or securities convertible into shares of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Options, SARs, Restricted Shares and Performance Shares may be granted or which may be issued in accordance with Section 5.02, the individual limits on the award of Options, SARs, Restricted Shares, and Performance Shares in a calendar year, or the terms of outstanding awards of Options, SARs, Restricted Shares or Performance Shares or Incentive Awards.

The Committee may award Performance Shares or Restricted Shares, Options and SARs in substitution for performance shares, share awards (including awards of restricted shares), stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of this Article XII. Notwithstanding any provision of the Plan (other than the limitations of Article V), the terms of such substituted Options, SARs, awards of Restricted Shares, or awards of Performance Shares shall be as the Committee, in its discretion, determines is appropriate.

ARTICLE XIII
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES

No Option or SAR shall be exercisable, no Shares shall be issued, no certificates for Shares shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all domestic stock exchanges on which the Company's Shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate issued to evidence Shares when an award of Performance Shares is settled in Shares, an award of Restricted Shares is made, or for which an Option or SAR is exercised may bear such legends and statements as the Administrator may deem advisable to assure compliance with federal and state laws and regulations. No Option or SAR shall be exercisable, no award of Performance Shares or Restricted Shares shall be granted, no Shares shall be issued, no certificate for Shares shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Administrator may deem advisable from regulatory bodies having jurisdiction over such matters.

ARTICLE XIV

GENERAL PROVISIONS

14.01. Effect on Employment. Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall confer upon any individual any right to continue in the employ of the Company or an Affiliate or in any way affect any right or power of the Company or an Affiliate to terminate the employment of any individual at any time with or without assigning a reason therefor.

14.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

14.03. Rules of Construction. Headings are given to articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

14.04. Employee Status. For purposes of determining the applicability of Section 422 of the Code (relating to incentive stock options), or in the event that the terms of any award of Performance Shares or Restricted Shares or the grant of any Incentive Award, Option or SAR provide that Shares may be issued or become transferable and nonforfeitable thereunder only after completion of a specified period of employment or during employment, the Administrator may decide in each case to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment.

14.05. Tax Withholding. Each Participant shall be responsible for satisfying any income and employment tax withholding obligation attributable to participation in this Plan. Unless otherwise provided by the applicable Agreement, any such withholding tax obligation may be satisfied in cash (including from any cash payable in settlement of an award of Performance Shares, an SAR or an Incentive Award) or a cash equivalent acceptable to the Administrator. If provided in an Agreement and in accordance with procedures established by the Administrator, a Participant may surrender Shares in satisfaction of all or part of that tax withholding obligation.

14.06. Notice. Unless specifically required by the terms of this Plan, notice to the Company's shareholders, the Participants, or any other person or entity of an action by the Board, the Committee, or the Administrator with respect to the Plan is not required before or after such action occurs.

ARTICLE XV

AMENDMENT

The Board may amend from time to time or terminate the Plan; provided, however, that no amendment may become effective until shareholder approval is obtained if the amendment materially (a) increases the aggregate number of Shares that may be issued under the Plan (other than an adjustment authorized under Article XII); (b) changes the class of individuals eligible to become Participants; or (c) increases the benefits that may be provided under the Plan. No amendment shall, without a Participant's consent, adversely affect any rights of such Participant under any outstanding award of Performance Shares or Restricted Shares or under any Incentive Award, Option or SAR outstanding at the time such amendment is made.

ARTICLE XVI

DURATION OF PLAN

No Performance Shares or Restricted Shares may be awarded and no Incentive Award, Option or SAR may be granted under this Plan more than ten years after the earlier of the date that the Plan is adopted by the Board or the date that the Plan is approved by the Company's shareholders as provided in Article XVI. Performance Shares and Restricted Shares awarded and Options and SARs granted before that date shall remain valid in accordance with their terms.

ARTICLE XVII

EFFECTIVE DATE OF PLAN

Options, SARs and Incentive Awards may be granted under this Plan upon its adoption by the Board, provided that no Option or SAR will be effective or exercisable unless this Plan is approved (i) by a majority of the votes cast by the Company's shareholders, either in person or by proxy, at a duly held shareholders' meeting at which a quorum representing a majority of all outstanding Shares is present either in person or by proxy, or (ii) by unanimous consent of the Company's shareholders. Awards of Restricted Shares and Performance Shares and the issuance of Shares in accordance with Section 5.02 may be made under this Plan after it is approved by the shareholders in accordance with the preceding sentence.

EXHIBIT 10.10

FIRST AMENDMENT
TO
THE PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

This First Amendment to the Prentiss Properties Trust 1996 Share Incentive Plan (the "Plan"), hereby amends the Plan as follows effective as of May 6, 1997:

1. Section 5.01 which describes the maximum aggregate number of shares issuable under the Plan, is hereby amended by deleting the fourth sentence and inserting in its place the following sentence:

"The maximum aggregate number of Shares that may be issued under this Plan is 2,980,000 Shares, subject to increase and adjustment as provided in this Article V and Article XII."

2. As amended by the foregoing, the Plan shall remain in full force and effect.

Dated: February 10, 1998

PRENTISS PROPERTIES TRUST

By: /s/ Thomas F. August
    -------------------------------------
    Thomas F. August
    President and Chief Operating Officer

EXHIBIT 10.11

SECOND AMENDMENT
TO
THE PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

This Second Amendment to the Prentiss Properties Trust 1996 Share Incentive Plan (the "Plan") as amended by the First Amendment to the Plan, dated effective as of May 6, 1997, hereby amends the Plan as follows effective as of May 5, 1998:

1. Section 5.01 which describes the maximum aggregate number of shares issuable under the Plan, is hereby amended by deleting the fourth sentence and inserting in its place the following sentence:

"The maximum aggregate number of Shares that may be issued under this Plan is 4,500,000 Shares, subject to increase and adjustment as provided in this Article V and Article XII."

2. As amended by the foregoing, the Plan shall remain in full force and effect.

Dated: February 10, 1998

PRENTISS PROPERTIES TRUST

By: /s/ Thomas F. August
    -------------------------------------
    Thomas F. August
    President and Chief Operating Officer

EXHIBIT 10.12

AMENDMENT NO. 3
TO THE
PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

This Third Amendment to the Prentiss Properties Trust 1996 Share Incentive Plan (the "Plan") as amended by the First Amendment to the Plan, dated effective as of May 6, 1997, and the Second Amendment to the Plan, dated effective as of May 5, 1998, hereby amends the Plan as follows effective as of May 9, 2001:

1. Section 5.01 which describes the maximum aggregate number of shares issuable under the Plan, is hereby amended by deleting the fourth sentence and inserting in its place the following sentence:

"The maximum aggregate number of Shares that may be issued under this Plan is 5,000,000 Shares, subject to increase and adjustment as provided in this Article V and Article XII."

2. As amended by the foregoing, the Plan shall remain in full force and effect.

Dated: May 9, 2001

PRENTISS PROPERTIES TRUST

By:  /s/ Thomas F. August
     -----------------------------------------
     Thomas F. August
     President and Chief Executive Officer

EXHIBIT 10.13

FOURTH AMENDMENT TO THE
PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

This Fourth Amendment to the Prentiss Properties Trust 1996 Share Incentive Plan (the "Plan") as previously amended by the First through the Third Amendments to the Plan, hereby amends the Plan effective as of October 15, 1996 in the following respects:

1. Section 8.02 of the Plan is hereby amended by the addition at the end thereof of the following language:

Attestation to the ownership of Shares or the assignment thereof to pay the exercise price and taxes shall be at the sole discretion of the Company. The Participant shall have no right to require the Company to accept payment in the form of shares. The Company may reject the attestation or assignment for any reason or no reason.

The form of the attestation or assignment shall be on a form acceptable to the Company in any and all respects.

Attestation to the ownership of Shares and the assignment thereof may be treated as the surrender of Shares under rules and procedures established by the Administrator. Any Shares surrendered, or attested to, must have been held by the surrendering Participant for more than six months, (or for any period required by the Company) and neither the surrender, or attestation to the ownership, of Shares shall be permitted if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

Any attempt to surrender shares, or any shares surrendered, or attested to, for any purpose, including payment of the Exercise Price and or taxes will be void AB INITIO, if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

Attestation to the ownership of Shares or the assignment thereof, may be only for the minimum number of Shares required to pay the exercise price and the minimum statutory taxes. Amounts in excess will be void AB INITIO

2. As amended by the foregoing, the Plan shall remain in full force and effect.

Dated: May 9, 2001

PRENTISS PROPERTIES TRUST

By:  /s/ Thomas F. August
     -----------------------------------------
     Thomas F. August
     President and Chief Executive Officer

EXHIBIT 10.14

AMENDMENT NO. 5 TO
THE PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

AS OF OCTOBER 23, 2002

This Amendment by Prentiss Properties Trust to the Prentiss Properties Trust 1996 Share Incentive Plan (the "Plan"), made pursuant to the right to amend reserved in Article XV of the Plan, amends and modifies the Plan as follows:

1. The following shall be added to the end of Article III:

"Notwithstanding the above or anything in this Plan to the contrary, except as provided in Article XII, the Administrator shall not have the power to adjust the price per share of Shares purchased on the exercise of an Option, or the Initial Value of a SAR, without the consent of the Company's shareholders."

2. The final sentence of Section 8.02 shall be deleted in its entirety and replaced with the following:

"If Shares are used to pay all or part of the Option price, any Shares surrendered (a) must have an aggregate Fair Market Value (determined as of the day preceding the date of exercise) that, together with any cash or cash equivalent paid, is not less than the Option price for the number of Shares for which the Option is being exercised and (b) must have been held by the Participant for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes)."

3. In all other respects, the Plan shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the foregoing Amendment is hereby duly executed by the corporate officer signing below on October 23, 2002.

PRENTISS PROPERTIES TRUST

By: /s/ Thomas F. August
   --------------------------------------
   Thomas F. August
   President and Chief Executive Officer

EXHIBIT 10.15

SIXTH AMENDMENT TO THE

PRENTISS PROPERTIES TRUST

1996 SHARE INCENTIVE PLAN

This Sixth Amendment to the Prentiss Properties Trust 1996 Share Incentive Plan (the "Plan") as amended by the First Amendment to the Plan, dated effective as of May 6, 1997, the Second Amendment to the Plan, dated effective as of May 5, 1998, the Third Amendment to the Plan dated effective as of May 9, 2001, the Fourth Amendment to the Plan dated effective as of October 15, 1996, and the Fifth Amendment to the Plan dated effective as of October 23, 2002, hereby amends the Plan as follows effective as of May 5, 2004:

1. Section 5.01 which describes the maximum aggregate number of shares issuable under the Plan, is hereby amended by deleting the fourth sentence and inserting in its place the following sentence:

"The maximum aggregate number of Shares that may be issued under this Plan is 6,500,000 Shares, subject to increase and adjustment as provided in this Article V and Article XII."

2. As amended by the foregoing, the Plan shall remain in full force and effect.

Dated: May 5, 2004

PRENTISS PROPERTIES TRUST

By:    /S/    THOMAS F. AUGUST
    Thomas F. August
    President and Chief Executive Officer

EXHIBIT 10.16

2005 SHARE INCENTIVE PLAN

1. PURPOSE; ELIGIBILITY.

1.1 General Purpose. The name of this plan is the Prentiss Properties Trust 2005 Share Incentive Plan (the "PLAN"). The purpose of the Plan is to assist Prentiss Properties Trust, a real estate investment trust organized under the laws of Maryland (the "COMPANY"), and any Affiliate to recruit and retain the services of key Employees who will contribute to the Company's long range success and to associate their interests with those of the Company and its Shareholders by providing incentives which are linked directly to increases in share value which will inure to the benefit of all Shareholders of the Company.

1.2 Eligible Award Recipients. The persons eligible to receive Awards are the Employees of the Company and its Affiliates that the Administrator, in its sole discretion, determines have contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or an Affiliate. A Trustee of the Company who is an Employee of the Company or an Affiliate may be selected to participate in this Plan.

1.3 Available Awards. The purpose of the Plan is to provide a means by which eligible recipients of Awards may be given an opportunity to benefit from increases in value of the Company Shares through the granting of one or more of the following Awards: (a) Nonstatutory Share Options, (c) Restricted Share Awards, (d) Unrestricted Share Awards, (e) Performance Share Awards, (f) Share Appreciation Rights, (g) Incentive Awards and (h) Share-Based Awards.

2. DEFINITIONS.

2.1 "409A AWARD" means a grant or an Award that is considered "nonqualified deferred compensation" within the meaning of Section 409A of the Code and Section 8 of this Plan.

2.2 "ADMINISTRATOR" means the Board or the Committee appointed by the Board in accordance with Section 3.5.

2.3 "AFFILIATE" means any entity under common control with the Company, within the meaning of Sections 414(b) and (c) of the Code and any "parent corporation" or "subsidiary corporation" of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

2.4 "AWARD" means any right granted under the Plan, including an Option, a Restricted Share Award, an Unrestricted Share Award, a Performance Share Award, a Share Appreciation Right, an Incentive Award or a Share-Based Award.

2.5 "AWARD AGREEMENT" means a written agreement (including any amendment or supplement thereto) between the Company and a Participant evidencing the terms and conditions of an Award to such individual. Each Award Agreement shall be subject to the terms and conditions of the Plan.

2.6 "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in
Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

2.7 "BOARD" means the Board of Trustees of the Company.

2.8 "CAUSE" means, (a) with respect to any Participant who is a party to an employment or service agreement or employment policy manual with the Company or its Affiliates and such agreement or policy manual provides for a definition of Cause, as defined therein and (b) with respect to all other Participants, (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate, (ii) conduct tending to bring the Company into substantial public disgrace, or disrepute, or (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

2.9 "CHANGE IN CONTROL" shall mean

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company to any "person" (as that term is used in
Section 13(d)(3) of the Exchange Act) other than the Permitted Holders;

(b) the adoption of a plan relating to the liquidation or dissolution of the Company;

(c) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as such terms are used in Section 13(d) of the Exchange Act), becomes the Beneficial Owner directly or indirectly of more than 50% of the voting power of the Company; or

(d) Incumbent Trustees cease for any reason to constitute at least a majority of the Board; and

(e) The foregoing notwithstanding, a transaction shall not constitute a Change in Control if (1) its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction or (2) it constitutes an initial public offering or a secondary public offering that results in any security of the Company being listed (or approved for listing) on any securities exchange or designated (or approved for designation) as a national market security on an interdealer quotation system.

2.10 "CODE" means the Internal Revenue Code of 1986, as amended.

2.11 "COMMITTEE" means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with
Section 3.5.

2.12 "COMPANY" means Prentiss Properties Trust, a Maryland real estate investment trust.

2.13 "CONSULTANT" means any person, including an advisor, (a) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or who provides bona fide services to the Company or an Affiliate pursuant to a written agreement or (b) who is a member of the Board of Trustees of an Affiliate; provided that, such person is a natural person and such services are not in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities.

2.14 "CONTINUOUS SERVICE" means that the Participant's service with the Company or an Affiliate, whether as an Employee, Trustee or Consultant, is not interrupted or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Trustee or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant's Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Trustee will not constitute an interruption of Continuous Service. The Administrator or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.

2.15 "COVERED EMPLOYEE" means the chief executive officer and the four other highest compensated officers of the Company for whom total compensation is required to be reported to Shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

2.16 "DATE OF GRANT" means the date on which the Administrator adopts a resolution expressly granting and fixing the relevant terms of an Award to a Participant or, if a different date is set forth in such resolution as the Date of Grant, then such date as is set forth in such resolution.

2.17 "DISABILITY" means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. The determination of whether an individual has a Disability shall be determined under procedures established by the Plan Administrator. Except in situations where the Plan Administrator is determining whether a Participant is Disabled within the separate definition in Section 8.4(b) hereof, the Plan Administrator may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant participates.

2.18 "EFFECTIVE DATE" shall mean May 11, 2005.

2.19 "EMPLOYEE" means any person employed by the Company or an Affiliate. Mere service as a Trustee or payment of a Trustee's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or an Affiliate.

2.20 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

2.21 "FAIR MARKET VALUE" means, as of any date, the value of the Common Share as determined in good faith by the Administrator; provided, however, that (i) if the Common Share is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value on any given date shall not be less than the average of the highest bid and lowest asked prices of the Common Share reported for such date or, if no bid and asked prices were reported for such date, for the last day preceding such date for which such prices were reported or (ii) if the Common Share is admitted to trading on a national securities exchange or the Nasdaq National Market or Nasdaq Small Cap Market, the Fair Market Value on any date shall not be less than the closing price reported for the Common Share on such exchange or system for such date or, if no sales were reported for such date, for the last date preceding the date for such a sale was reported.

2.22 "INCENTIVE AWARD" means an Award granted pursuant to
Section 7.5 which, pursuant to the terms of the Award Agreement, will entitle the Participant to receive a cash payment from the Company or an Affiliate.

2.23 "INCUMBENT TRUSTEES" means individuals who, on the Effective Date, constitute the Board, provided that any individual becoming a Trustee subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Trustee without objection to such nomination) shall be an Incumbent Trustee. No individual initially elected or nominated as a Trustee of the Company as a result of an actual or threatened election contest with respect to Trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee.

2.24 "LISTING DATE" means the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

2.25 "NON-EMPLOYEE TRUSTEE" means a Trustee who satisfies the requirements for a "non-employee director" within the meaning of Rule 16b-3(b)(3).

2.26 "NONSTATUTORY SHARE OPTION" means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

2.27 "OFFICER" means (a) before the Listing Date, any person designated by the Company as an officer and (b) on and after the Listing Date, a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

2.28 "OPTION" means a Nonstatutory Share Option granted pursuant to the Plan that entitles the holder to purchase from the Company a stated number of Shares at the price set forth in the Option Agreement.

2.29 "OPTION AGREEMENT" means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan and need not be identical.

2.30 "OPTIONHOLDER" means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

2.31 "OUTSIDE TRUSTEE" means a Trustee who is an "outside director" within the meaning of Section 162(m) of the Code and Treasury Regulations Section 1.162-27(e)(3).

2.32 "PARTICIPANT" means an Employee, including an employee who is a Trustee, to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

2.33 "PERFORMANCE SHARE AWARD" means Awards granted pursuant to Section 7.3 which, pursuant to the terms of the Award Agreement, will entitle the Participant to receive cash or a Share Award or a combination thereof.

2.34 "PLAN" means this Prentiss Properties Trust 2005 Share Incentive Plan.

2.35 "RESTRICTED SHARE AWARD" means any Award of Shares granted pursuant to Section 7.1 that are nontransferable and subject to a substantial risk of forfeiture. Shares shall cease to be Restricted Share Awards when, in accordance with the terms of the Award Agreement, they become vested (free of a substantial risk of forfeiture) and transferable.

2.36 "RIGHT OF REPURCHASE" means the Company's option to repurchase unvested Common Shares acquired under the Plan upon the Participant's termination of Continuous Service pursuant to Section 11.8.

2.37 "RULE 16B-3" means SEC Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

2.38 "SEC" means the Securities and Exchange Commission.

2.39 "SECURITIES ACT" means the Securities Act of 1933, as amended.

2.40 "SHARES" means the common shares of the Company.

2.41 "SHARE APPRECIATION RIGHT" or "SAR" means the right pursuant to an Award granted under Section 7.4 to receive an amount equal to the excess, if any, of (A) the Fair Market Value, as of the date such Share Appreciation Right or portion thereof is surrendered, of the Shares covered by such right or such portion thereof, over (B) the aggregate SAR exercise price of such right or such portion thereof.

2.42 "SHARE-BASED AWARD" means an Award pursuant to Section 7.6 that is valued in whole or in part by reference to, or is otherwise calculated by reference to or based on, Shares, including without limitation, Units, or membership interests in an Affiliate or operating partnership, which
(i) are valued by reference to book value, fair value or performance parameters relative to the Company or any Affiliate or group of Affiliates, (ii) may be convertible, exchangeable or redeemable, and/or (iii) constitute any class of profits interest or limited liability company membership interest created or issued pursuant to the terms of a partnership agreement, limited liability company operating agreement or otherwise by an Affiliate that has elected to be treated as a partnership for federal income tax purposes and qualifies as a "profits interest" within the meaning of Revenue Procedure 93 27 with respect to a Participant who is rendering services to the issuing Affiliate.

2.43 "TRUSTEE" means a member of the Board of Trustees of the Company.

2.44 "UNIT" means a unit or units of Class G limited partnership interest in, and provided under the terms of the agreement of limited partnership of, Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership and the entity through which the Company conducts a significant portion of its business.

2.45 "UNRESTRICTED AWARD" means any Award granted pursuant to
Section 7.2.

3. ADMINISTRATION.

3.1 Administration by Board. The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in Section 3.5 (the group that administers the Plan is referred to as the "ADMINISTRATOR").

3.2 Powers of Administrator. The Administrator shall have the power and authority to select and grant to Participants, Awards pursuant to the terms of the Plan.

3.3 Specific Powers. In particular, the Administrator shall have the authority: (i) to construe and interpret the Plan and apply its provisions; (ii) to promulgate, amend and rescind rules and regulations relating to the administration of the Plan; (iii) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (iv) to determine when Awards are to be granted under the Plan; (v) from time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted; (vi) to determine the number of Shares to be made subject to each Award; (vii) to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment, vesting provisions and Right of Repurchase provisions, and to specify the provisions of the Award Agreement relating to such grant or sale;
(viii) to amend any outstanding Awards for the purpose of modifying the time or manner of vesting, the purchase price or exercise price, as the case may be, subject to Shareholder consent for any amendment, cancellation, regrant, replacement or modification that results in a repricing that reduces the exercise price of any outstanding Share Option (other than an adjustment under
Section 12.1); provided, however, that if any such amendment impairs a

Participant's rights or increases a Participant's obligations under his or her Award, such amendment shall also be subject to the Participant's consent (provided, however, a cancellation of an Award where the Participant receives a payment equal in value to the Fair Market Value of the vested Award or, in the case of vested Options, the difference between the Fair Market Value of the Common Share subject to a Share Option and the exercise price, shall not constitute an impairment of the Participant's rights that requires consent);
(ix) to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of their employment for purposes of the Plan; (x) to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments; and (xi) to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for administration of the Plan.

3.4 Decisions Final. All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined to be arbitrary and capricious.

3.5 The Committee.

(a) General. The Board may delegate administration of the Plan to a Committee or Committees of one or more members of the Board, and the term "COMMITTEE" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Plan Administrator shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and to serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

(b) Committee Composition when Common Share is Publicly Traded. At such time as the Common Share is publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Non-Employee Trustees who are also Outside Trustees. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3 of the Exchange Act and/or Section 162(m) of the Code. However, if the Board intends to satisfy such exemption requirements, with respect to awards to any Covered Employee and with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Trustees who are also Outside Trustees. Within the scope of such authority, the Board or the Committee may (i) delegate to a committee of one or more members of the Board who are not Outside Trustees the authority to grant Share Rights to eligible persons who are either (A) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Share Award or (B) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code or (ii) delegate to a committee of one or more members of the Board who are not Non-Employee Trustees the authority to grant Share Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.

3.6 Indemnification. In addition to such other rights of indemnification as they may have as Trustees or members of the Committee, and to the extent allowed by applicable law, the Administrator and each of the Administrator's consultants shall be indemnified by the Company against the reasonable expenses, including attorney's fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Administrator or any of its consultants may be party by reason of any action taken or failure to act under or in connection with the Plan or any option granted under the Plan, and against all amounts paid by the Administrator or any of its consultants in settlement thereof (provided that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Administrator or any of its consultants in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Administrator or any of its consultants did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, and in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after institution of any such action, suit or proceeding, such Administrator or any of its consultants shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

4. SHARES SUBJECT TO THE PLAN.

4.1 Share Reserve. Subject to the provisions of Section 12.1 relating to adjustments upon changes in Shares, the Shares that may be issued pursuant to Awards shall consist of the Company's authorized but unissued Shares, and the maximum aggregate amount of such Shares which may be issued upon exercise of all Awards under the Plan shall not exceed 2,206,120 Shares and/or Units. The maximum amount of Shares and/or Units that may be issued under the Plan specified above shall be reduced by the total number of Shares underlying options granted and outstanding on the Effective Date ("PRIOR OUTSTANDING OPTIONS") under the terms of the Prentiss Properties Trust 1996 Share Incentive Plan (the "1996 PLAN"). If, prior to the termination of the Plan, a Prior Outstanding Option shall expire, be forfeited or terminate for any reason without having been exercised in full, the Shares subject to such expired, forfeited or terminated option shall again be available for purposes of this Plan and the number of Shares which may be issued upon the exercise of Awards under the Plan shall be increased by the number of Shares underlying such expired, forfeited or terminated Prior Outstanding Options that become eligible for Awards under this Plan. In no event, however, will the maximum aggregate amount of Shares which may be issued upon exercise of all grants and awards under the Plan, including Prior Outstanding Options that terminate and become available under this Plan, exceed 2,206,120 Shares, subject to adjustment in accordance with Section 12.1 hereof. For purposes of determining the Share reserve and for purposes of the individual limitation in Section 5.2, one Unit shall be deemed to be equivalent to one Share.

4.2 Reversion of Shares or Units to the Share Reserve. If any Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the Shares or Units not acquired under such Award shall revert to and again become available for issuance under the Plan. If Shares or Units issued under the Plan are reacquired by the Company pursuant to the terms of a Right of Repurchase or other forfeiture provision, such Shares or Units shall again be available for issuance under the Plan.

4.3 Source of Shares. The Shares subject to the Plan may be authorized but unissued Shares or reacquired Shares, bought on the market, pursuant to any Right of Repurchase or other forfeiture provision, or otherwise. Units subject to the Plan shall be Class G limited partnership interests provided under the terms of the agreement of limited partnership of Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership.

5. ELIGIBILITY.

5.1 Eligibility for Specific Awards. Eligible Award recipients who are selected by the Administrator shall be eligible for Awards hereunder, subject to limitations set forth in this Plan.

5.2 Section 162(m) Limitation. Subject to the provisions of
Section 12.1 relating to adjustments upon changes in the Shares, no Employee shall be eligible to be granted Options or Share Appreciation Rights covering more than 390,000 Shares and/or Units during any calendar year. This Section 5.2 shall not apply prior to the Listing Date and, following the Listing Date, this
Section 5.2 shall not apply until (a) the earliest of: (i) the first material modification of the Plan (including any increase in the number of Shares reserved for issuance under the Plan in accordance with Section 4.1); (ii) the issuance of all of the Shares reserved for issuance under the Plan; (iii) the expiration of the Plan; or (iv) the first meeting of Shareholders at which Trustees are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security under Section 12 of the Exchange Act; or (b) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder.

6. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of the Plan. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

6.1 Term. No Option shall be exercisable after the expiration of 10 years from the date it was granted.

6.2 Exercise Price of an Option. The exercise price of each Nonstatutory Share Option shall be not less than 100% of the Fair Market Value of the Shares subject to the Option on the day preceding the date the Option is granted; provided, however, any Nonstatutory Share Option with an exercise price less than the Fair Market Value of the Common Share subject to the Option on the date the Option is granted shall be a 409A Award and shall be subject to the additional requirements of Section 8. Notwithstanding the foregoing, a Nonstatutory Share Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.3 Consideration. The purchase price of Shares acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) or in the discretion of the Administrator, upon such terms as the Administrator shall approve, the exercise price may be paid: (1) by delivery to the Company of other Shares, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of Shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific Shares that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of Shares equal to the difference between the number of Shares thereby purchased and the number of identified attestation Shares (a "SHARE FOR SHARE EXCHANGE"); (2) during any period for which the Shares are publicly traded (i.e., the Shares are listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market, or if the Shares are quoted on the Nasdaq System (but not on the Nasdaq National Market) or any similar system whereby the Shares are regularly quoted by a recognized securities dealer but closing sale prices are not reported), by a copy of instructions to a broker directing such broker to sell the Shares for which such Option is exercised, and to remit to the Company the aggregate Exercise Price of such Options (a "CASHLESS EXERCISE"); (3) in any other form of legal consideration that may be acceptable to the Administrator, provided, however, if applicable law requires, the par value (if any) of Shares, if newly issued, shall be paid in cash or cash equivalents. Unless otherwise specifically provided in the Option, the purchase price of Shares acquired pursuant to an Option that is paid by delivery (or attestation) to the Company of other Shares acquired, directly or indirectly from the Company, shall be paid only by Shares of the Company that have been held for more than six months (or such longer or

shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the forgoing, during any period for which the Shares are publicly traded (i.e., the Shares are listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market, or if the Common Share is quoted on the Nasdaq System (but not on the Nasdaq National Market) or any similar system whereby the Shares are regularly quoted by a recognized securities dealer but closing sale prices are not reported), a Cashless Exercise or other transaction by a Trustee or executive officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, or an Affiliate in violation of Section 402(a) of the Sarbanes-Oxley Act (codified as Section 13(k) of the Securities Exchange Act of 1934, 15 U.S.C. ss. 78m(k)) shall be prohibited with respect to any Award under this Plan.

6.4 Transferability of an Option. An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.5 Vesting Generally. The Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Administrator may deem appropriate. The vesting provisions of individual Options may vary. No Option may be exercised for a fraction of a Share. The Administrator may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Option Agreement upon the occurrence of a Change in Control of the Company.

6.6 Termination of Continuous Service. Unless otherwise provided in an Option Agreement or in an employment agreement the terms of which have been approved by the Administrator, in the event an Optionholder's Continuous Service terminates (other than upon the Optionholder's death or Disability or termination by the Company for Cause), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months following the termination of the Optionholder's Continuous Service, or (b) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. Outstanding Options that are not exercisable at the time an Optionholder's Continuous Service terminates for any reason other than for Cause (including an Optionholder's death or Disability) shall be forfeited and expire at the close of business on the date of such termination. If the Optionholder's Continuous Service terminates for Cause, all outstanding Options shall be forfeited (whether or not vested) and expire as of the beginning of business on the date of such termination for Cause.

6.7 Employment by a Competitor. Unless otherwise provided in an Option Agreement or in an employment agreement the terms of which have been approved by the Administrator, in the event an Optionholder (i) voluntarily resigns his or her employment with the Company and its Affiliates and (ii) thereafter is employed by any person or entity that is engaged in any line of business in which the Company or any Affiliate is engaged as of the date of such resignation (a "COMPETITOR"), then all Options held by such Optionholder shall expire on the later of the 30th day following the Optionholders termination of Continuous Service or the commencement of such Optionholder's employment with such Competitor, irrespective of whether such Optionholder's employment with the Competitor continues through such 30-day period.

6.8 Extension of Termination Date. An Optionholder's Option Agreement may also provide that if the exercise of the Option following the termination of the Optionholder's Continuous Service for any reason other than Cause (including upon the Optionholder's death or Disability) would be prohibited at any time because the issuance of Shares would violate the registration requirements under the Securities Act or any other state or federal securities law, then the Option shall terminate on the earlier of (a) the expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a period after termination of the Participant's Continuous Service that is three months after the end of the period during which the exercise of the Option would be in violation of such registration or other securities law requirements.

6.9 Death of Optionholder. Unless otherwise provided in an Option Agreement, in the event an Optionholder's Continuous Service terminates as a result of the Optionholder's death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder's death, but only within the period ending on the earlier of (a) the date 12 months following the date of death or
(b) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

6.10 Disability of Optionholder. Unless otherwise provided in an Option Agreement, in the event that an Optionholder's Continuous Service terminates as a result of the Optionholder's Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

6.11 Early Exercise. The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder's Continuous Service terminates to exercise the Option as to any part or all of the Shares subject to the Option prior to the full vesting of the Option. In such case, the Shares acquired on exercise shall be subject to the vesting schedule that otherwise would apply to determine the exercisability of the Option. Any unvested Shares so purchased may be subject to a Right of Repurchase in favor of the Company or to any other restriction the Administrator determines to be appropriate. The Company will not be required to exercise its Right of Repurchase until at least six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless the Administrator otherwise specifically provides in the Option.

6.12 Additional Requirements Under Section 409A. Each Option agreement shall include a provision whereby, notwithstanding any provision of the Plan or the Option agreement to the contrary, the Option shall satisfy the additional conditions applicable to nonqualified deferred compensation under
Section 409A of the Code, in accordance with Section 8 hereof, in the event any Option under this Plan is granted with an exercise price less than Fair Market Value of the Common Share subject to the Option on the date the Option is granted (regardless of whether or not such exercise price is intentionally or unintentionally priced at less than Fair Market Value, or is materially modified at a time when the Fair Market Value exceeds the exercise price), or is otherwise determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code.

7. PROVISIONS OF AWARDS OTHER THAN OPTIONS.

7.1 Restricted Share Awards. The Administrator may from time to time award (or sell at a purchase price determined by the Administrator) Restricted Share Awards under the Plan to eligible Participants. Restricted Share Awards may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose for such period (the "RESTRICTED PERIOD") as the Administrator shall determine. Each Restricted Share Award Agreement shall be in such form and shall contain such terms, conditions and Restricted Periods as the Administrator shall deem appropriate. The terms and conditions of the Restricted Share Award Agreements may change from time to time, and the terms and conditions of separate Restricted Share Award Agreements need not be identical, but each Restricted Share Award Agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(a) Purchase Price. The purchase price of Restricted Share Awards shall be determined by the Administrator, and may be stated as cash, property, a contract for future services or prior services.

(b) Consideration. The consideration for Shares acquired pursuant to the Restricted Share Award Agreement shall be paid either:
(i) in cash at the time of purchase; or (ii) in any other form of legal consideration that may be acceptable to the Administrator in its discretion including, without limitation, property or a Share For Share Exchange, a contract for future services or prior services that the Administrator determines have a value at least equal to the Fair Market Value of such Shares.

(c) Vesting. Shares acquired under the Restricted Share Award Agreement may, but need not, be subject to a Restricted Period that specifies a Right of Repurchase in favor of the Company in accordance with a vesting schedule to be determined by the Administrator, or forfeiture in the event the consideration was in the form of prior or future services. The Administrator in its discretion may provide for an acceleration of vesting in the terms of any Restricted Share Award Agreement in the event a Change in Control occurs.

(d) Termination of Participant's Continuous Service. Unless otherwise provided in an Option Agreement or a Restricted Share Award Agreement or in an employment agreement the terms of which have been approved by the Administrator, in the event a Participant's Continuous Service terminates for any reason, the Company may exercise its Right of Repurchase or otherwise reacquire, or the Participant shall forfeit unvested shares acquired in consideration of prior or future services, and any or all of the Shares held by the Participant which have not vested as of the date of termination under the terms of the Option Agreement or Restricted Share Award Agreement shall be forfeited and the Participant shall have no rights with respect to the forfeited Award.

(e) Transferability. Rights to acquire Shares under the Restricted Share Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Share Award Agreement, as the Administrator shall determine in its discretion, so long as Shares awarded under the Restricted Share Award Agreement remain subject to the restrictions of the Restricted Share Award Agreement.

(f) Concurrent Tax Payment. The Administrator, in its sole discretion, may (but shall not be required to) provide for payment of a concurrent cash award in an amount equal, in whole or in part, to the estimated after tax amount required to satisfy applicable federal, state or local tax withholding obligations arising from the receipt and deemed vesting of Restricted Share Awards for which an election under Section 83(b) of the Code may be required.

(g) Lapse of Restrictions. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Administrator, the restrictions applicable to the Restricted Share Award shall lapse and a Share certificate for the number of Shares with respect to which the restrictions have lapsed shall be delivered, free of any restrictions except those that may be imposed by law, to the Participant or the Participant's beneficiary or estate, as the case may be. The Company shall not be required to deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share in cash to the Participant or the Participant's beneficiary or estate, as the case may be. The Share certificate shall be issued and delivered and the Participant shall be entitled to the beneficial ownership rights of such Shares not later than (i) the date that is 2-1/2 months after the end of the Participant's taxable year for which the Restricted Period ends and the Participant has a legally binding right to such amounts; or (ii) the date that is 2-1/2 months after the end of the Company's taxable year for which the Restricted Period ends and the Participant has a legally binding right to such amounts, whichever is later.

7.2 Unrestricted Awards.

(a) Grant or Sale of Unrestricted Awards. The Administrator may, in its sole discretion, award (or sell at a purchase price determined by the Administrator) an Unrestricted Award to any Participant, pursuant to which such individual may receive Shares free of any vesting and transfer restrictions ("UNRESTRICTED SHARES") under the Plan. Unrestricted Awards may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or in lieu of any cash compensation due to such individual. The Share certificate for Unrestricted

Shares shall be issued and delivered and the Participant shall be entitled to the beneficial ownership rights of such Shares not later than (i) the date that is 2-1/2 months after the end of the Participant's taxable year for which services rendered as consideration were provided and in which the Participant has a legally binding right to such amounts; or (ii) the date that is 2-1/2 months after the end of the Company's taxable year for which services rendered as consideration were provided and in which the Participant has a legally binding right to such amounts, whichever is later.

7.3 Performance Share Awards.

(a) Nature of Performance Share Awards. A Performance Share Award is an Award entitling the recipient to acquire actual Shares or hypothetical Share units having a value equal to the Fair Market Value of an identical number of Shares upon the attainment of specified performance goals. The Administrator may make Performance Share Awards independent of or in connection with the granting of any other Award under the Plan. Performance Share Awards may be granted under the Plan to any Participant, including those who qualify for awards under other performance plans of the Company. The Administrator in its sole discretion shall determine whether and to whom Performance Share Awards shall be made, the performance goals applicable under each Award, the periods during which performance is to be measured, and all other limitation and conditions applicable to the awarded shares; provided, however, that the Administrator may rely on the performance goals and other standards applicable to other performance unit plans of the Company in setting the standards for Performance Share Awards under the Plan. Performance goals shall be based on a pre-established objective formula or standard that specifies the manner of determining the number of Performance Share Award shares that will be granted or will vest if the performance goal is attained. Performance goals will be determined by the Administrator prior to the time 25% of the service period has elapsed and may be based on one or more business criteria that apply to a Participant, a business unit or the Company and its Affiliates. Such business criteria may include, by way of example and without limitation, revenue, earnings before interest, taxes, depreciation and amortization (EBITDA), funds from operations, funds from operations per share, operating income, pre or after tax income, cash available for distribution, cash available for distribution per share, net earnings, earnings per share, return on equity, return on assets, share price performance, improvements in the Company's attainment of expense levels, and implementing or completion of critical projects, or improvement in cash-flow (before or after tax). A performance goal may be measured over a performance period on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis or established with respect to one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. More than one performance goal may be incorporated in a performance objective, in which case achievement with respect to each performance goal may be assessed individually or in combination with each other. The Administrator may, in connection with the establishment of performance objectives for a performance period, establish a matrix setting forth the relationship between performance on two or more performance goals and the amount of the Performance Share Award payable for that performance period. The level or levels of performance specified with respect to a performance goal may be established in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies, or otherwise as the Administrator may determine. Performance objectives shall be objective and, if the Company is publicly traded, shall otherwise meet the requirements of Section 162(m) of the Code. Performance objectives may differ for Performance Share Awards granted to any one Participant or to different Participants. A Performance Share Award to a Participant who is a Covered Employee shall (unless the Administrator determines otherwise) provide that in the event of the Participant's termination of Continuous Service prior to the end of the performance period for any reason, such Award will be payable only
(i) if the applicable performance objectives are achieved and (ii) to the extent, if any, as the Administrator shall determine. Such objective performance goals do not have to be based on increases in a specific business criteria, but may be based on maintaining the status quo or limiting economic losses.

(b) Restrictions on Transfer. Performance Share Awards and all rights with respect to such Performance Share Awards may not be sold, assigned, transferred, pledged or otherwise encumbered. No right or interest of a Participant in a Performance Share Award shall be liable for, or subject to, any lien, obligation or liability of such Participant.

(c) Rights as a Shareholder. A Participant receiving a Performance Share Award shall have the rights of a Shareholder only as to shares actually received by the Participant under the Plan and not with respect to shares subject to the Award but not actually received by the Participant. A Participant shall be entitled to receive a Share certificate evidencing the acquisition of Shares under a Performance Share Award only upon satisfaction of all conditions specified in the written instrument evidencing the Performance Share Award (or in a performance plan adopted by the Administrator). The Share certificate shall be issued and delivered and the Participant shall be entitled to the beneficial ownership rights of such Shares not later than (i) the date that is 2-1/2 months after the end of the Participant's taxable year for which the Administrator certifies that the Performance Share Award conditions have been satisfied and the Participant has a legally binding right to such amounts; or (ii) the date that is 2-1/2 months after the end of the Company's taxable year for which the Administrator certifies that the Performance Share Award conditions have been satisfied and the Participant has a legally binding right to such amounts, whichever is later.

(d) Termination. Except as may otherwise be provided by the Administrator at any time, a Participant's rights in all Performance Share Awards shall automatically terminate upon the Participant's termination of employment (or business relationship) with the Company and its Affiliates for any reason.

(e) Acceleration, Waiver, Etc. At any time prior to the Participant's termination of employment (or other business relationship) by the Company and its Affiliates, the Administrator may in its sole discretion accelerate, waive or, subject to Section 13, amend any or all of the goals, restrictions or conditions imposed under any Performance Share Award. The Administrator in its discretion may provide for an acceleration of vesting in the terms of any Performance Share Award in the event a Change in Control occurs.

(f) Certification. Following the completion of each performance period, the Administrator shall certify in writing, in accordance with the requirements of Section 162(m) of the Code, whether the performance objectives and other material terms of a Performance Share Award have been achieved or met. Unless the Administrator determines otherwise, Performance Share Awards shall not be settled until the Administrator has made the certification specified under this Section 7.3(f).

7.4 Share Appreciation Rights.

(a) General. Share Appreciation Rights may be granted either alone ("FREE STANDING RIGHTS") or, provided the requirements of Section 7.4(b) are satisfied, in tandem with all or part of any Option granted under the Plan ("RELATED RIGHTS"). In the case of a Nonstatutory Share Option, Related Rights may be granted either at or after the time of the grant of such Share Option.

(b) Grant Requirements. A Share Appreciation Right may only be granted if the Share Appreciation Right: (1) does not provide for the deferral of compensation within the meaning of Section 409A of the Code; or
(2) satisfies the requirements of Section 7.4(h) and Section 8 hereof. A Share Appreciation Right does not provide for a deferral of compensation if: (i) the floor for determining the appreciation component of the Share Appreciation Right that will be paid to the Participant (i.e., the amount used to determine the appreciation in excess of the value of the Common Share that the holder is entitled to receive upon exercise (hereinafter, the "SAR EXERCISE PRICE")) may never be less than the Fair Market Value of the underlying Common Share on the date the right is granted, (ii) the Common Share subject to the right is traded on an established securities market, (iii) only such traded Common Share may be delivered in settlement of the right upon exercise, and (iv) the right does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the right.

(c) Exercise and Payment. Upon exercise thereof, the holder of a Share Appreciation Right shall be entitled to receive from the Company, an amount equal to the product of (i) the excess of the Fair Market Value, on the date of such written request, of one share of Common Share over the SAR exercise price per share specified in such Share Appreciation Right or its related Option, multiplied by (ii) the number of shares for which such Share Appreciation Right shall be exercised. Payment with respect to the exercise of a Share Appreciation Right that satisfies the requirements of Section 7.4(b)(1) shall be paid on the date of exercise and made in Shares (with or without restrictions as to substantial risk of forfeiture and transferability, as

determined by the Administrator in its sole discretion), valued at Fair Market Value on the date of exercise. Payment with respect to the exercise of a Share Appreciation Right that does not satisfy the requirements of Section 7.4(b)(1) shall be paid at the time specified in the Award in accordance with the provisions of Section 7.4(h) and Section 8. Payment may be made in the form of Shares (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Administrator in its sole discretion), cash or a combination thereof, as determined by the Administrator.

(d) Exercise Price. The exercise price of a Free Standing Share Appreciation Right shall be determined by the Administrator, but shall not be less than 100% of the Fair Market Value of one share of Common Share on the Date of Grant of such Share Appreciation Right. A Related Share Appreciation Right granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the related Option, and shall be exercisable only to the same extent as the related Option; provided, however, that a Share Appreciation Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Share subject to the Share Appreciation Right and related Option exceeds the exercise price per share thereof and no Share Appreciation Rights may be granted in tandem with an Option unless the Administrator determines that the requirements of Section 7.4(b)(1) are satisfied.

(e) Reduction in the Underlying Option Shares. Upon any exercise of a Share Appreciation Right, the number of Shares for which any related Option shall be exercisable shall be reduced by the number of shares for which the Share Appreciation Right shall have been exercised. The number of Shares for which a Share Appreciation Right shall be exercisable shall be reduced upon any exercise of any related Option by the number of Shares for which such Option shall have been exercised.

(f) Written Request. Any election by an Optionholder to receive cash in full or partial settlement of a Share Appreciation Right, and any exercise of such Share Appreciation Right for cash, may be made only by a written request filed with the Corporate Secretary of the Company during the period beginning on the third business day following the date of release for publication by the Company of quarterly or annual summary statements of earnings and ending on the twelfth business day following such date. Within 30 days of the receipt by the Company of a written request to receive cash in full or partial settlement of a Share Appreciation Right or to exercise such Share Appreciation Right for cash, the Administrator shall, in its sole discretion, either consent to or disapprove, in whole or in part, such written request. A written request to receive cash in full or partial settlement of a Share Appreciation Right or to exercise a Share Appreciation Right for cash may provide that, in the event the Administrator shall disapprove such written request, such written request shall be deemed to be an exercise of such Share Appreciation Right for Shares.

(g) Disapproval by Administrator. If the Administrator disapproves in whole or in part any election by an Optionholder to receive cash in full or partial settlement of a Share Appreciation Right or to exercise such Share Appreciation Right for cash, such disapproval shall not affect such Optionholder's right to exercise such Share Appreciation Right at a later date, to the extent that such Share Appreciation Right shall be otherwise exercisable, or to elect the form of payment at a later date, provided that an election to receive cash upon such later exercise shall be subject to the approval of the Administrator. Additionally, such disapproval shall not affect such Optionholder's right to exercise any related Option.

(h) Additional Requirements under Section 409A. A Share Appreciation Right that is not intended to or fails to satisfy the requirements of Section 7.4(b)(1) shall satisfy the requirements of this Section 7.4(h) and the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code, in accordance with Section 8 hereof. The requirements herein shall apply in the event any Share Appreciation Right under this Plan is granted with an SAR exercise price less than Fair Market Value of the Common Share underlying the award on the date the Share Appreciation Right is granted (regardless of whether or not such SAR exercise price is intentionally or unintentionally priced at less than Fair Market Value, or is materially modified at a time when the Fair Market Value exceeds the SAR

exercise price), provides that it is settled in cash, or is otherwise determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code. Any such Share Appreciation Right may provide that it is exercisable at any time permitted under the governing written instrument, but such exercise shall be limited to fixing the measurement of the amount, if any, by which the Fair Market Value of a share of Common Share on the date of exercise exceeds the SAR exercise price (the "SAR AMOUNT"). However, once the Share Appreciation Right is exercised, the SAR Amount may only be paid on the fixed time, payment schedule or other event specified in the governing written instrument or in Section 8.1 hereof.

7.5 Incentive Awards. An Incentive Award is an Award entitling the Participant to receive a cash payment from the Company or an Affiliate, according to the terms specified by the Administrator in the Award Agreement.

(a) Terms and Conditions. The Administrator, at the time an Incentive Award is granted, shall specify the terms and conditions which govern the Award. Such terms and conditions may prescribe, by way of example and not of limitation, that the Incentive Award shall be earned only to the extent that the Company or an Affiliate, during a performance measurement period, achieves stated performance-goals. Performance goals shall be based on a pre-established objective formula or standard that specifies the manner of determining the number of Performance Share Award shares that will be granted or will vest if the performance goal is attained. Performance goals will be determined by the Administrator prior to the time 25% of the service period has elapsed and may be based on one or more business criteria that apply to a Participant, a business unit or the Company and its Affiliates. Such business criteria may include, by way of example and without limitation, revenue, earnings before interest, taxes, depreciation and amortization (EBITDA), funds from operations, funds from operations per share, operating income, pre or after tax income, cash available for distribution, cash available for distribution per share, net earnings, earnings per share, return on equity, return on assets, Share price performance, improvements in the Company's attainment of expense levels, and implementing or completion of critical projects, or improvement in cash-flow (before or after tax). A performance goal may be measured over a performance period on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis or established with respect to one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. More than one performance goal may be incorporated in a performance objective, in which case achievement with respect to each performance goal may be assessed individually or in combination with each other. The Administrator may, in connection with the establishment of performance objectives for a performance period, establish a matrix setting forth the relationship between performance on two or more performance goals and the amount of the Incentive Award payable for that performance period. The level or levels of performance specified with respect to a performance goal may be established in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies, or otherwise as the Administrator may determine. Performance objectives shall be objective and, if the Company is publicly traded, shall otherwise meet the requirements of Section 162(m) of the Code. Performance objectives may differ for Incentive Awards granted to any one Participant or to different Participants. An Incentive Award to a Participant who is a Covered Employee shall (unless the Administrator determines otherwise) provide that in the event of the Participant's termination of Continuous Service prior to the end of the performance period for any reason, such Award will be payable only (i) if the applicable performance objectives are achieved and (ii) to the extent, if any, as the Administrator shall determine. Such objective performance goals do not have to be based on increases in a specific business criteria, but may be based on maintaining the status quo or limiting economic losses.

(b) Restrictions on Transfer. Incentive Awards and all rights with respect to such Incentive Awards may not be sold, assigned, transferred, pledged or otherwise encumbered. No right or interest of a Participant in an Incentive Award shall be liable for, or subject to, any lien, obligation or liability of such Participant.

(c) Rights as a Shareholder. A Participant receiving an Incentive Award shall not have any rights as a Shareholder of the Company or an Affiliate on account of such Award.

(d) Additional Considerations Under Section 409A of the Code. Any Incentive Award that the Administrator determines the Participant is entitled shall be paid not later than (i) the date that is 2-1/2 months after the end of the Participant's taxable year for which the Administrator certifies that the Incentive Award conditions have been satisfied and the Participant has a legally binding right to such amounts; or (ii) the date that is 2-1/2 months after the end of the Company's taxable year for which the Administrator certifies that the Incentive Award conditions have been satisfied and the Participant has a legally binding right to such amounts, whichever is later.

7.6 Share-Based Awards. The Administrator may, in its sole discretion, award (or sell at a purchase price determined by the Administrator) Share-Based Awards under the Plan to eligible Participants. Each Share-Based Award Agreement shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate. Share-Based Awards may be issued either alone or in addition to other Awards granted under the Plan and shall be evidenced by an Award Agreement. Conditions may be based on continuing employment (or other service relationship), computation of financial metrics and/or achievement of pre-established performance goals and objectives. The Administrator may require that Share-Based Awards be held through a limited partnership, or similar "look-through" entity, and the Administrator may require such limited partnership or similar entity to impose restrictions on its partners or other beneficial owners that are not inconsistent with the provisions of this Section 7.6. The terms and conditions of the Share-Based Award Agreements may change from time to time, and the terms and conditions of separate Share-Based Award Agreements need not be identical, but each Share-Based Award Agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(a) Nature of Share-Based Awards. The Administrator shall calculate in good faith, for purposes of establishing the number of Shares underlying a Share-Based Award relative to the total number of Shares reserved and available for issuance under Section 4.1, the maximum number of Shares to which a grantee of such Share-Based Award may be entitled upon fulfillment of all applicable conditions set forth in the relevant Share-Based Award Agreement, including vesting, accretion factors, conversion ratios, exchange ratios and the like. If and when any such conditions are no longer capable of being met, in whole or in part, the number of Shares underlying such Share-Based Award shall be reduced accordingly by the Administrator and the related Shares shall be added back to the Shares available for issuance under the Plan.

(b) Purchase Price. The purchase price, if any, of Share-Based Awards shall be determined by the Administrator, and may be stated as cash, property, a contract for future services or prior services.

(c) Consideration. The consideration for Shares acquired pursuant to the Share-Based Award Agreement shall be paid either: (i) in cash at the time of purchase; or (ii) in any other form of legal consideration that may be acceptable to the Administrator in its discretion including, without limitation, property or a Share For Share Exchange, a contract for future services or prior services that the Administrator determines have a value at least equal to the Fair Market Value of such Shares.

(d) Vesting. A Share-Based Award may, but need not, vest in periodic installments that may, but need not, be equal. Vesting schedules may be based, among other things, on the attainment of performance goals and, in such case, such performance goals shall be based on a pre-established objective formula or standard that specifies the manner of determining the number of Share-Based Awards that will be granted or will vest if the performance goal is attained. Performance goals will be determined by the Administrator prior to the time 25% of the service period has elapsed and may be based on one or more business criteria that apply to a Participant, a business unit or the Company and its Affiliates. Such business criteria may include, by way of example and without limitation, revenue, earnings before interest, taxes, depreciation and amortization (EBITDA), funds from operations, funds from operations per share, operating income, pre or after tax income, cash available for distribution, cash available for distribution per share, net earnings, earnings per share, return on equity, return on assets, share price performance, improvements in the Company's attainment of expense levels, and implementing or

completion of critical projects, or improvement in cash-flow (before or after tax). A performance goal may be measured over a performance period on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis or established with respect to one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. More than one performance goal may be incorporated in a performance objective, in which case achievement with respect to each performance goal may be assessed individually or in combination with each other. The Administrator may, in connection with the establishment of performance objectives for a performance period, establish a matrix setting forth the relationship between performance on two or more performance goals and the amount of the Share-Based Awards payable for that performance period. The level or levels of performance specified with respect to a performance goal may be established in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies, or otherwise as the Administrator may determine. Performance objectives shall be objective and, if the Company is publicly traded, shall otherwise meet the requirements of Section 162(m) of the Code. Performance objectives may differ for Share-Based Awards granted to any one Participant or to different Participants. A Share-Based Award to a Participant who is a Covered Employee shall (unless the Administrator determines otherwise) provide that in the event of the Participant's termination of Continuous Service prior to the end of the performance period for any reason, such Award will be payable only (i) if the applicable performance objectives are achieved and (ii) to the extent, if any, as the Administrator shall determine. Such objective performance goals do not have to be based on increases in a specific business criteria, but may be based on maintaining the status quo or limiting economic losses.

(e) Non-Transferability. Share-Based Awards may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose except as the Administrator shall determine.

(f) Termination of Employment or Service. In the event that a recipient ceases to be employed by or to provide services to the Company, or any Affiliate, any outstanding Share-Based Awards previously granted to such recipient shall be subject to such terms and conditions as set forth in the Share-Based Award Agreement. Except as may otherwise be provided by the Administrator either in the Share-Based Award Agreement, or, subject to Section 13 below, in writing after the Share-Based Award Agreement is issued, a grantee's rights in all Share-Based Awards that have not vested shall automatically terminate upon the grantee's termination of employment (or cessation of service relationship) with the Company and its Affiliates for any reason.

8. ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE.

In the event any Option under this Plan is granted with an exercise price less than Fair Market Value of the Common Share subject to the grant or award on the Grant Date (regardless of whether or not such exercise price is intentionally or unintentionally priced at less than Fair Market Value, or such grant is materially modified and deemed a new grant at a time when the Fair Market Value exceeds the exercise price), or any Award is otherwise determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code (a "409A AWARD"), the following additional conditions shall apply and shall supersede any contrary provisions of this Plan or the terms of any 409A Award agreement.

8.1 Exercise and Distribution. No 409A Award shall be exercisable or distributable earlier than upon one of the following:

(a) Specified Time. A specified time or a fixed schedule set forth in the written instrument evidencing the 409A Award, but not later than after the expiration of 10 years from the Award Date or Grant Date. If the written grant instrument does not specify a fixed time or schedule, such time shall be the date that is the fifth anniversary of the Award Date or Grant Date.

(b) Separation from Service. Separation from service (within the meaning of Section 409A of the Code) by the 409A Award recipient; provided however, if the 409A Award recipient is a "key employee" (as defined in
Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company's Share is publicly traded on an established securities market or otherwise, exercise or distribution under this Section 8.1(b) may not be made before the date which is six months after the date of separation from service.

(c) Death. The date of death of the 409A Award recipient.

(d) Disability. The date the 409A Award recipient becomes disabled (within the meaning of Section 8.4(b) hereof).

(e) Unforeseeable Emergency. The occurrence of an unforeseeable emergency (within the meaning of Section 8.4(c) hereof), but only if the net value (after payment of the exercise price) of the number of Shares that become issuable does not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the exercise, after taking into account the extent to which the emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the participant's other assets (to the extent such liquidation would not itself cause severe financial hardship).

(f) Change in Control Event. The occurrence of a Change in Control Event (within the meaning of Section 8.4(a) hereof), including the Company's discretionary exercise of the right to accelerate vesting of such grant upon a Change in Control Event or to terminate the Plan or any 409A Award granted hereunder within 12 months of the Change in Control Event.

8.2 Term. Notwithstanding anything to the contrary in this Plan or the terms of any 409A Award agreement, the term of any 409A Award shall expire and such Award shall no longer be exercisable on the date that is the later of: (a) 2-1/2 months after the end of the Company's taxable year in which the 409A Award first becomes exercisable or distributable pursuant to Section 8 hereof and is not subject to a substantial risk of forfeiture; or (b) 2-1/2 months after the end of the 409A Award recipient's taxable year in which the 409A Award first becomes exercisable or distributable pursuant to Section 8 hereof and is not subject to a substantial risk of forfeiture, but not later than the earlier of (i) the expiration of 10 years from the date the 409A Award was granted, or (ii) the term specified in the 409A Award agreement.

8.3 No Acceleration. A 409A Award may not be accelerated or exercised prior to the time specified in Section 8 hereof, except in the case of one of the following events:

(a) Domestic Relations Order. The 409A Award may permit the acceleration of the exercise or distribution time or schedule to an individual other than the Participant as may be necessary to comply with the terms of a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

(b) Conflicts of Interest. The 409A Award may permit the acceleration of the exercise or distribution time or schedule as may be necessary to comply with the terms of a certificate of divestiture (as defined in Section 1043(b)(2) of the Code).

(c) Change in Control Event. The Administrator may exercise the discretionary right to accelerate the vesting of such 409A Award upon a Change in Control Event or to terminate the Plan or any 409A Award granted thereunder within 12 months of the Change in Control Event and cancel the 409A Award for compensation. In addition, the Administrator may exercise the discretionary right to accelerate the vesting of such 409A Award provided that the such acceleration does not change the time or schedule of payment of such Award and otherwise satisfies the requirements of this 8 and the requirements of
Section 409A of the Code.

8.4 Definitions. Solely for purposes of this Section 8 and not for other purposes of the Plan, the following terms shall be defined as set forth below:

(a) "CHANGE IN CONTROL EVENT" means the occurrence of a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company (as defined in IRS Notice 2005-1, Q&A-11, Q&A-12, Q&A-13 and Q&A-14).

(b) "DISABLED" means a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees.

(c) "UNFORESEEABLE EMERGENCY" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

9. COVENANTS OF THE COMPANY.

9.1 Availability of Shares. During the terms of the Awards, the Company shall keep available at all times the number of Shares required to satisfy such Awards.

9.2 Securities Law Compliance. Each Share Option Agreement and Award Agreement shall provide that no Shares shall be purchased or sold thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Participant shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Administrator may require. The Company shall use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell Shares upon exercise of the Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Award or any Common Share issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Share under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Share upon exercise of such Awards unless and until such authority is obtained.
10. USE OF PROCEEDS FROM SHARE.

Proceeds from the sale of Common Share pursuant to Awards shall constitute general funds of the Company.

11. MISCELLANEOUS.

11.1 Acceleration of Exercisability and Vesting. Subject to the requirements of Section 8, the Administrator shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

11.2 Shareholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to such Award unless and until such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Share certificate is issued, except as provided in Section 12.1, hereof.

11.3 No Employment or other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause, (b) the service of a Consultant pursuant to the terms of such Consultant's agreement with the Company or an Affiliate or (c) the service of a Trustee pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

11.4 Transfer, Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result from either (a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee's right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

11.5 Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Shares under any Award,
(a) to give written assurances satisfactory to the Company as to the Participant's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award; and (b) to give written assurances satisfactory to the Company stating that the Participant is acquiring Shares subject to the Award for the Participant's own account and not with any present intention of selling or otherwise distributing the Common Share. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the Shares upon the exercise or acquisition of Common Share under the Award has been registered under a then currently effective registration statement under the Securities Act or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on Share certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Share.

11.6 Withholding Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Administrator, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Shares under an Award by any of the following means (in addition to the Company's right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold Shares from the Shares otherwise issuable to the Participant as a result of the exercise or acquisition of Shares under the Award, provided, however, that no Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered Shares of the Company.

11.7 Transfer of Shares Acquired Under Plan. Notwithstanding anything to the contrary herein, a Participant may not transfer Shares acquired under this Plan to the Company within six months after the purchase of such Common Share (the "SIX MONTHS HOLDING PERIOD"), other than, if permitted by the Administrator in its discretion, to satisfy minimum tax withholding requirements.

11.8 Right of Repurchase. Each Award Agreement may provide that, following a termination of the Participant's Continuous Service, the Company may repurchase the Participant's unvested Shares acquired under the Plan as provided in this Section 11.8 (the "RIGHT OF REPURCHASE"). In the case of unvested Shares, the Right of Repurchase shall be exercisable at a price equal to the lesser of the purchase price at which such Shares were acquired under the Plan or the Fair Market Value of such Shares. The Award Agreement may specify the period of time following a termination of the Participant's Continuous Service during which the Right of Repurchase may be exercised, provided that such exercise may in any event be extended to a date that is within 60 days after the date the Six Months Holding Period has been satisfied. In the case of unvested Shares purchased in exchange for services, the Company shall be entitled to forfeit such Unvested Shares without regard to the exercise of its Right of Repurchase and without payment of any consideration.

12. ADJUSTMENTS UPON CHANGES IN SHARES.

12.1 Capitalization Adjustments. If any change is made in the Shares or Units (solely for purposes of this Section 12.1, references to Shares shall be deemed to include Units, unless the context indicates otherwise) subject to the Plan, or subject to any Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, Share dividend, dividend in property other than cash, Share split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), then (i) the aggregate number of Shares or class of Shares which may be purchased pursuant to Awards granted hereunder; (ii) the number and/or class of Shares covered by outstanding Options and Awards; (iii) the maximum number of Shares with respect to which Options or Share Appreciation Rights may be granted to any single Participant during any calendar year; and (iv) the exercise price of any Share Option in effect prior to such change shall be proportionately adjusted by the Administrator to reflect any increase or decrease in the number of issued Shares or change in the Fair Market Value of such Shares resulting from such transaction; provided, however, that any fractional Shares resulting from the adjustment shall be eliminated. The Administrator shall make such adjustments, and its determination shall be final, binding and conclusive. The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.

12.2 Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Awards shall terminate immediately prior to such event.

12.3 Change in Control and Other Corporate Transactions. In the event of a Change in Control, dissolution or liquidation of the Company, or any corporate separation or division, including, but not limited to, a split-up, a split-off or a spin-off, or a sale of substantially all of the assets of the Company; a merger or consolidation in which the Company is not the surviving entity; or a reverse merger in which the Company is the surviving entity, but the Shares outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (collectively, a "CORPORATE TRANSACTION"), then, the Company, to the extent permitted by applicable law, but otherwise in the sole discretion of the Administrator may provide for: (i) the continuation of outstanding Awards by the Company (if the Company is the surviving entity); (ii) the assumption of the Plan and such outstanding Awards by the surviving entity or its parent; (iii) the substitution by the surviving entity or its parent of Awards with substantially the same terms (including an Award to acquire the same consideration paid to the shareholders in the Corporate Transaction described in this Section 12.3) for such outstanding grants and, if appropriate, subject to the equitable adjustment provisions of Section 12.1 hereof; (iv) the cancellation of such outstanding Awards in consideration for a payment equal in value to the Fair Market Value of vested Awards, or in the case of an Option, the difference between the Fair Market Value and the exercise price for all Shares subject to exercise (i.e., to the extent vested) under any outstanding Option; or (v) the cancellation of such outstanding Awards without payment of any consideration. Any such payment may be paid in cash or such other consideration payable to the holders of outstanding Shares of the Company in connection with such Corporate Transaction. If vested Awards would be canceled without consideration, the Participant shall have the right, exercisable during the later of the ten-day period ending on the fifth day prior to such Corporate Transaction or ten days after the Administrator provides the grant holder a notice of cancellation, to exercise such Awards in whole or in part without regard to any installment exercise provisions in the Award Agreement. In addition, the Administrator, in its discretion, may provide for acceleration of unvested Awards in connection with any of the alternatives described above.

12.4 Issuance of Shares Upon Conversion of Convertible Securities. Each Award Agreement may provide that, upon conversion of any security of the Company into additional Shares, the number of Shares issuable pursuant to any Award may be adjusted by the appropriate number such that the percentage of Shares outstanding of the Company on a fully diluted basis attributable to the Award immediately prior to such conversion will be equal to the percentage of Shares outstanding of the Company on a fully diluted basis attributable to the Award immediately following such conversion.

13. AMENDMENT OF THE PLAN AND AWARDS.

13.1 Amendment of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided in Section 12.1 relating to adjustments upon changes in Shares, no amendment shall be effective unless approved by the Shareholders of the Company to the extent Shareholder approval is necessary to satisfy any applicable law or any Nasdaq or securities exchange listing requirements. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on Shareholder approval.

13.2 Shareholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for Shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

13.3 Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to 409A Awards and/or to bring the Plan and/or Awards granted under it into compliance therewith.

13.4 No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan if (a) the Company requests the consent of the Participant and (b) the Participant consents in writing. However, a cancellation of an Award where the Participant receives a payment equal in value to the Fair Market Value of the vested Award or, in the case of vested Options, the difference between the Fair Market Value and the exercise price, shall not be an impairment of the Participant's rights that requires consent of the Participant.

13.5 Amendment of Awards. The Administrator at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the Administrator may not effect any amendment which would otherwise constitute an impairment of the rights under any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing. For the avoidance of doubt, the cancellation of an Award where the Participant receives a payment equal in value to the Fair Market Value of the vested Award or, in the case of vested Options, the difference between the Fair Market Value of the Shares underlying the Option and the aggregate exercise price, shall not be an impairment of the Participant's rights that requires consent of the Participant.

14. GENERAL PROVISIONS.

14.1 Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to Shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

14.2 Recapitalizations. Each Option Agreement and Award Agreement shall contain provisions required to reflect the provisions of Section 12.1.

14.3 Delivery. Upon exercise of an Award granted under this Plan, the Company shall issue Shares or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall be considered a reasonable period of time.

14.4 Other Provisions. The Option Agreements and Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Administrator may deem advisable.

15. MARKET STAND-OFF.

Each Option Agreement and Award Agreement shall provide that, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, the Participant shall agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, transfer the economic consequences of ownership or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any Share without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters (the "MARKET STAND-OFF"). In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Plan until the end of the applicable stand-off period. If there is any change in the number of outstanding Shares by reason of a Share split, reverse Share split, Share dividend, recapitalization, combination, reclassification, dissolution or liquidation of the Company, any corporate separation or division (including, but not limited to, a split-up, a split-off or a spin-off), a merger or consolidation; a reverse merger or similar transaction, then any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off.

16. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as of the Effective Date, but no Award shall be exercised (or, in the case of a Share bonus, shall be granted) unless and until the Plan has been approved by the Shareholders of the Company, which approval shall be within 12 months before or after the date the Plan is adopted by the Board.

17. TERMINATION OR SUSPENSION OF THE PLAN.

The Plan shall terminate automatically on May 11, 2015, but no later than the day before the 10th anniversary of the Effective Date. No Award shall be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant to Section 13.1 hereof. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

18. CHOICE OF LAW.

The law of the State of Maryland shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of law rules.

19. EXECUTION.

To record the adoption of the Plan by the Board, the Company has caused its authorized officer to execute the Plan as of the date specified below.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, upon authorization of the Board of Trustees, the undersigned has caused the Prentiss Properties Trust 2005 Share Incentive Plan to be executed effective as of the 11th day of May, 2005.

PRENTISS PROPERTIES TRUST

By:      /s/ Thomas F. August
         -------------------------------
Name:    Thomas F. August
Title:   President and CEO

EXHIBIT 10.17

AMENDED AND RESTATED
PRENTISS PROPERTIES TRUST
TRUSTEES' SHARE INCENTIVE PLAN
(EFFECTIVE MAY 15, 2002)

PREAMBLE

This Amended and Restated Prentiss Properties Trust Trustees' Share Incentive Plan (Effective May 15, 2002) (the "Plan") is an amendment and restatement of the Prentiss Properties Trust Trustees' Share Incentive Plan that was adopted by the Board of the Company on October 15, 1996 (the "Prior Plan"). All grants of Options on or after May 15, 2002, shall be governed by the terms of the Plan. All grants of Options prior to May 15, 2002, shall be governed by the terms of the Prior Plan, except to the extent provisions of the Plan are expressly made applicable to grants or awards under the Prior Plan. The purpose of the Plan is to (i) assist the Company in recruiting and retaining trustees and (ii) promote a greater identity of interest between Participants and shareholders by enabling Participants to participate in the Company's future success.

ARTICLE I
DEFINITIONS

1.01 Administrator means the Committee, or in the absence of a properly constituted Committee, the Board.

1.02 Affiliate means any "subsidiary" or "parent" corporation (within the meaning of Section 424 of the Code) of the Company, including an entity that becomes an Affiliate after the adoption of this Plan.

1.03 Award means a grant of Options, Restricted Stock or Shares.

1.04 Award Date means the date the Committee grants an Award.

1.05 Board means the Board of Trustees of the Company.

1.06 Code means the Internal Revenue Code of 1986 and the Treasury Regulations promulgated thereunder.

1.07 Committee means the committee consisting of two or more Trustees who (i) are appointed by the Board to administer the Plan, and (ii) qualify as Non-Employee Directors under Rule 16b-3 promulgated under the Securities Exchange Act of 1934.

1.08 Company means Prentiss Properties Trust.

1.09 Effective Date means the date of shareholder approval of the Plan.

1.10 Eligible Director means a member of the Board who is not an employee or officer of the Company or an Affiliate.

1.11 Exchange Act means the Securities Exchange Act of 1934, as amended.

1.12 Fair Market Value means, on any given date, the current fair market value of a Share as determined pursuant to the following: if the Shares are listed on an established stock exchange or exchanges, Fair Market Value shall be deemed to be the highest closing price of a Share reported on that stock exchange or exchanges or, if no sale of Shares shall be made on any stock exchange on that day, then the next preceding day on which there was a sale; or if the Shares are not listed on an established stock exchange, the Fair Market Value shall be the reported "closing" price of a Share in the New York over-the-counter market as reported by the National Association of Securities Dealers, Inc.; provided, however, that if the Shares are not publicly traded, Fair Market Value shall mean, as of any date, the Fair Market Value on such date as determined in good faith by the Board in its sole discretion.

1.13 Nonemployee Director means a director of the Company who is a "nonemployee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act.

1.14 Option means an option that entitles the holder to purchase Shares from the Company on the terms set forth in Article IV of this Plan.

1.15 Participant means an Eligible Director who has been granted an Award hereunder.

1.16 Plan means this Amended and Restated Prentiss Properties Trust Trustees' Share Incentive Plan (Effective May 15, 2002).

1.17 Prior Plan shall have the meaning given it in the Preamble to the Plan.

1.18 Restricted Stock means Shares issued or transferred to a Participant pursuant to Article VI hereof.

1.19 Shares means the common shares of the Company.

1.20 Trustee means a member of the Board of Trustees of the Company.

ARTICLE II
SHARES SUBJECT TO PLAN; ADJUSTMENTS

2.01 Shares Subject to Plan. The total number of Shares that may be issued pursuant to Awards granted hereunder shall not exceed in the aggregate the sum of 300,000 Shares plus the number of Shares which, as of the Effective Date, remain available for issuance under the Prior Plan. If any Award, under this Plan or the Prior Plan, is forfeited, or if it terminates, expires, or lapses without being exercised, any Shares subject to such Award shall again be available for issuance in connection with Awards under the Plan. Shares issued pursuant to the terms of any Award granted hereunder may be authorized or unissued Shares or Shares held in the Company's treasury.

2.02 The provisions of this Plan and/or the provisions of the Prior Plan, and the terms of any outstanding Awards (granted under the Plan or the Prior Plan), may be revised as the Administrator may determine to be equitably required in the event that (a) the Company (i) effects one or more Share dividends, Share split-ups, subdivisions or consolidations of Shares or other changes in capitalization or (ii) engages in a transaction described in Section 424 of the Code or (b) there occurs any other event which, in the judgment of the Administrator, necessitates such action. Any determination made under this Article II by the Administrator shall be final and conclusive.

2.03 The issuance by the Company of shares of any class, or securities convertible into shares of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares of obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares that will be issued under the Plan.

ARTICLE III
ADMINISTRATION

The Plan shall be administered by the Administrator. The Administrator shall have authority to grant Awards upon such terms (not inconsistent with the provisions of the Plan) as the Administrator may consider appropriate. In addition, the Administrator shall have complete authority to construe and interpret all provisions of the Plan and Awards granted hereunder; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Agreement, in the manner and to the extent it shall deem necessary or advisable so that the Plan complies with applicable law, and otherwise to make the Plan fully effective; exercise its discretion with respect to the powers and rights granted to it as set forth in the Plan; except to the extent prohibited by applicable law or the applicable rules of a stock exchange, allocate all or any part of its responsibilities and powers to any one or more of its members and delegate all or any part of its responsibilities and powers to any person or persons selected by it, which allocation or delegation may be revoked by the Committee at any time; and generally, to exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan. The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator. Any decision made, or action taken, by the Administrator in connection with the administration of the Plan shall be final and conclusive. No member of the Administrator shall be liable for any act done in good faith with respect to the Plan. All expenses of administering the Plan shall be borne by the Company.

ARTICLE IV
OPTIONS

4.01 Grant of Options. In its sole discretion, the Administrator may grant Options to Eligible Directors pursuant to any policy established by the Administrator or upon the occurrence of any event (for example, but not by way of limitation, election of a new director; annual meeting; specific dates chosen by the Administrator, etc.). Options shall be evidenced by an agreement between the Company and the Participant. Subject to the terms of this Plan, each agreement shall contain such restrictions, terms and conditions as the Administrator may, in its discretion, determine.

4.02 Option Price and Payment. The price per Share for Shares purchased on the exercise of an Option shall be the Fair Market Value on the Award Date. Payment of the Option price shall be made in cash, cash equivalent acceptable to the Administrator; attestation of ownership, or delivery, of Shares held by the Participant for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes); or a combination thereof. If Shares are attested to or surrendered in payment of the Option price, the Shares surrendered must have an aggregate Fair Market Value (determined as of the day preceding the exercise date) that, together with any cash or cash equivalent paid, is not less than the Option price for the number of Shares for which the Option is being exercised.

4.03 Exercise. To the extent that an Option has become exercisable in accordance with its terms, as applicable, it may be exercised whether or not the Participant is a member of the Board on the date or dates of exercise, as long as the Option has not expired, been cancelled or forfeited. An Option may be exercised with respect to any number of whole Shares less than the full number for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan with respect to the remaining Shares subject to the Option. All Options shall be evidenced by agreements that shall be subject to the applicable provisions of this Plan and to such other provisions as the Administrator may adopt that are consistent with the provisions of the Plan.

4.04 Maximum Option Period. The period during which an Option may be exercised shall be ten years from the Award Date. In the event of the Participant's death, the Option may be exercised by the Participant's estate or by such person or persons who succeed to the Participant's rights by will or the laws of descent and distribution following the Participant's death until the expiration of the Option period, in the case of an Option that provides for its cancellation prior to the end of the Option period, until the date of such cancellation. The Participant's estate or such person or persons may exercise the Option with respect to all or part of the number of Shares for which the Participant could have exercised the Option on the date of his or her death.

4.05 Nontransferability. An Option granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. During the lifetime of the Participant to whom an Option is granted, the Option may be exercised only by the Participant or his or her guardian or legal representative. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant.

4.06 Shareholder Rights. No Participant shall have any rights as a shareholder with respect to Shares subject to his or her Option until the date of exercise of such Option.

4.07 Deferral of Receipt of Shares. The Administrator may from time to time establish procedures pursuant to which a Participant may elect to defer, until a time or times later than the exercise of an Option, receipt of all or a portion of the Shares subject to such Option and/or to receive cash at such later time or times in lieu of such deferred Shares, all on such terms and conditions as the Administrator shall determine. If any such deferrals are permitted, then notwithstanding Section 4.06 above, a Participant who elects such deferral shall not have any rights as a shareholder with respect to such deferred Shares unless and until Shares are actually delivered to the Participant with respect thereto, except to the extent otherwise determined by the Administrator.

ARTICLE V
SHARE AWARDS

5.01 Grants. In its sole discretion, the Administrator may grant Awards of Shares to Eligible Directors pursuant to any policy established by the Administrator or upon the occurrence of any event (for example, but not by way of limitation, election of a new director; annual meeting; specific dates chosen by the Administrator, etc.).

5.02 Vesting. All Shares issued to a Participant under this Article V shall be immediately and fully vested when granted.

5.03 Transferability. All Shares issued to a Participant under this Article V shall be immediately transferable, subject only to restrictions imposed by federal and state securities and other laws.

5.04 Shareholder Rights. A Participant shall have all rights as a shareholder with respect to Shares awarded pursuant to this Article V.

ARTICLE VI
RESTRICTED STOCK

6.01 Grant. In its sole discretion, the Administrator may grant Awards of Restricted Stock to Eligible Directors pursuant to any policy established by the Administrator or upon the occurrence of any event (for example, but not by way of limitation, election of a new director; annual meeting; specific dates chosen by the Administrator, etc.). Awards of Restricted Stock shall be evidenced by an agreement between the Company and the Participant. Subject to the terms of this Plan, each agreement shall contain such restrictions, terms and conditions as the Administrator may, in its discretion, determine and (without limiting the generality of the foregoing) such agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the terms and provisions set forth below in this Article VI.

6.02 Rights of Participant. Shares of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name of the Participant as soon as reasonably practicable after the Award is granted provided that the Participant has executed an agreement evidencing the Award, the appropriate blank stock powers and, in the discretion of the Administrator, an escrow agreement and any other documents which the Administrator may require as a condition to the issuance of such Shares. If a Participant shall fail to execute the agreement evidencing a Restricted Stock Award, the appropriate blank stock powers and, in the discretion of the Administrator, an escrow agreement and any other documents which the Administrator may require within the time period prescribed by the Administrator at the time the Award is granted, the Award shall be null and void. At the discretion of the Administrator, Shares issued in connection with a Restricted Stock Award shall be deposited together with the stock powers with an escrow agent (which may be the Company) designated by the Administrator. Unless the Administrator determines otherwise and as set forth in the agreement, upon delivery of the Shares to the escrow agent, the Participant shall have all of the rights of a shareholder with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares.

6.03 Non-transferability. Until all restrictions upon the Shares of Restricted Stock awarded to a Participant shall have lapsed in the manner set forth in Section 6.04, such Shares shall not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated, nor shall they be delivered to the Participant.

6.04 Lapse of Restrictions.

(a) Generally. Restrictions upon Shares of Restricted Stock awarded hereunder shall lapse at such time or times and on such terms and conditions as the Administrator may determine. The agreement evidencing the Award shall set forth any such restrictions.

(b) Modification or Substitution. Subject to the terms of the Plan, the Administrator may modify outstanding Awards of Restricted Stock or accept the surrender of outstanding Shares of Restricted Stock (to the extent the restrictions on such Shares have not yet lapsed) and grant new Awards in substitution for them. Notwithstanding the foregoing, no modification of an Award shall adversely alter or impair any rights or obligations under the agreement without the Participant's consent.

(c) Treatment of Dividends. At the time an Award of Shares of Restricted Stock is granted, the Administrator may, in its discretion, determine that the payment to the Participant of dividends, or a specified portion thereof, declared or paid on such Shares by the Company shall be (i) deferred until the lapsing of the restrictions imposed upon such Shares, and (ii) held by the Company for the account of the Participant until such time. In the event that dividends are to be deferred, the Administrator shall determine whether such dividends are to be reinvested in Shares (which shall be held as additional Shares of Restricted Stock) or held in cash. If deferred dividends are to be held in cash, there may be credited at the end of each year (or portion thereof) interest on the amount of the account at the beginning of the year at a rate per annum as the Administrator, in its discretion, may determine. Payment of deferred dividends in respect of Shares of Restricted Stock (whether held in cash or as additional Shares of Restricted Stock), together with interest accrued thereon, if any, shall be made upon the lapsing of restrictions imposed on the Shares in respect of which the deferred dividends were paid, and any dividends deferred (together with any interest accrued thereon) in respect of any Shares of Restricted Stock shall be forfeited upon the forfeiture of such Shares.

(d) Delivery of Shares. Upon the lapse of the restrictions on Shares of Restricted Stock, the Administrator shall cause a stock certificate to be delivered to the Participant with respect to such Shares, free of all restrictions hereunder.

ARTICLE VII
OTHER SHARE-BASED AWARDS

Subject to such terms and conditions as the Committee may determine, other Awards based on the value of Shares may be granted either alone or in addition to other Awards granted under the Plan. Any Awards under this Article VII and any Shares covered by any such Award may be forfeited to the extent so provided in the Award agreement, as determined by the Committee. Payment of Awards made under this Article VII which are based on the value of Shares may be made in Shares or in cash or in a combination thereof (based upon the Fair Market Value of the Shares on the date of payment), all as determined by the Committee in its sole discretion.

ARTICLE VIII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No Shares shall be issued and no certificates for Shares shall be delivered under the Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, the requirement to withhold taxes or other amounts), any listing agreement to which the Company is a party, and the rules of all domestic stock exchanges on which the Company's Shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate issued to evidence Shares issued under the Plan may bear such legends and statements as the Administrator may deem advisable to assure compliance with federal and state laws and regulations. No Shares shall be issued and no certificate for Shares shall be delivered under the Plan until the Company has obtained such consent or approval as the Administrator may deem advisable from regulatory bodies having jurisdiction over such matters. Upon approval by the Administrator, any withholding requirements arising upon the issuance of Shares under the Plan may be satisfied by the surrender or withholding, at their then current Fair Market Value, of Shares otherwise issuable.

ARTICLE IX
GENERAL PROVISIONS

9.01 Unfunded Plan. The Plan, insofar as it provides for Awards, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. Any liability of the Company to any person with respect to any Award to be made under the Plan shall be based solely upon any contractual obligations that may be created pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

9.02 Rules of Construction. Headings are given to the articles and sections of the Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

9.03 Notice. Unless specifically required by the terms of this Plan, notice to the Company's shareholders, the Participants, or any other person or entity of an action by the Board, the Committee, or the Administrator with respect to the Plan is not required before or after such action occurs.

ARTICLE X
AMENDMENT

The Board may amend from time to time or terminate the Plan at any time; provided, however, that no amendment shall become effective without shareholder approval, in accordance with applicable law, regulation: (a) to the extent necessary under any applicable law, regulation or exchange requirement, or (b) if the amendment materially (i) increases the aggregate number of Shares that may be issued under this Plan (other than an adjustment authorized under Article II); (ii) changes the class of individuals eligible to become Participants; or (iii) increases the benefits that may be provided under the Plan. In addition; no such amendment or termination shall impair or adversely alter any Awards theretofore granted under the Plan, except with the consent of the Participant, nor shall any amendment or termination deprive any Participant of any Shares which he or she may have acquired through or as a result of the Plan. Awards may be modified by the Administrator provided that no modification of outstanding Award shall adversely alter or impair any rights or obligations under the Award without the consent of the Participant.

ARTICLE XI
DURATION OF PLAN

No Awards may be granted under the Plan after the day prior to the tenth anniversary of the Effective Date. An Award granted pursuant to the Plan shall remain in effect in accordance with its terms notwithstanding the expiration of the Plan.

ARTICLE XII
EFFECTIVE DATE OF PLAN

Shares may be issued under the Plan, provided that the Plan has been approved by a majority of the votes cast by the Company's shareholders, voting either in person or by proxy, at a duly held shareholders' meeting at which a quorum representing a majority of all outstanding Shares is present, either in person or by proxy.

EXHIBIT 10.18

AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED PRENTISS PROPERTIES TRUST
TRUSTEES' SHARE INCENTIVE PLAN

AS OF OCTOBER 23, 2002

This Amendment by Prentiss Properties Trust to the Amended and Restated Prentiss Properties Trust Trustees' Share Incentive Plan (the "Plan"), made pursuant to the right to amend reserved in Article X of the Plan, amends and modifies the Plan as follows:

1. The following shall be added to the end of Article X:

"Notwithstanding the above or anything in this Plan to the contrary, except as provided in Section 2.02, the Administrator shall not have the power to adjust the price per Share of Shares purchased on the exercise of an Option without the consent of the Company's shareholders."

2. In all other respects, the Plan shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the foregoing Amendment is hereby duly executed by the corporate officer signing below on October 23, 2002.

PRENTISS PROPERTIES TRUST

By: /s/ Thomas F. August
    -------------------------------------
    Thomas F. August
    President and Chief Executive Officer

EXHIBIT 10.19

SECOND AMENDMENT TO THE
PRENTISS PROPERTIES TRUST
AMENDED AND RESTATED TRUSTEES'
SHARE INCENTIVE PLAN

This Second Amendment to the Prentiss Properties Trust Amended and Restated Trustees' Share Incentive Plan (the "Plan") as amended by the First Amendment to the Plan, dated effective as of October 23, 2002, hereby amends the Plan as follows effective as of May 5, 2004:

1. Section 2.01 which describes the maximum aggregate number of shares issuable under the Plan, is hereby amended by deleting the first sentence and inserting in its place the following sentence:

"The total number of Shares that may be issued pursuant to Awards granted hereunder shall not exceed in the aggregate the sum of 350,000 Shares plus the number of Shares which, as of the Effective Date, remain available for issuance under the Prior Plan."

2. As amended by the foregoing, the Plan shall remain in full force and effect.

Dated: May 5, 2004

PRENTISS PROPERTIES TRUST

By: /s/ Thomas F. August
   -------------------------------------
   Thomas F. August
   President and Chief Executive Officer

EXHIBIT 10.20

BRANDYWINE REALTY TRUST
RESTRICTED SHARE AWARD

This is a Restricted Share Award dated as of January 5, 2006 ("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").

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) "Cause" means "Cause" as defined in the Plan.

(d) "Change of Control" means "Change of Control" as defined in the Plan.

(e) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(f) "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.

(g) "Date of Grant" has the meaning shown above.

(h) "Disability" means "Disability" as defined in the Plan.

(i) "Employer" means the Company or the Subsidiary for which Grantee is performing services on the applicable Vesting Date.

(j) "Fair Market Value" means "Fair Market Value" as defined in the Plan.

(k) "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.

(l) "Restricted Shares" means the _________ Shares which are subject to vesting and forfeiture in accordance with the terms of this Award.

(m) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.

(n) "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.

(o) "Subsidiary" means, with respect to the Company, a subsidiary company, whether now or hereafter existing, as defined in section 424(f) of the Code, and any other entity 50% or more of the economic interests in which are owned, directly or indirectly, by the Company.

(p) "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. Grantee shall pay to the Company $.01 per Restricted Share granted to him.

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 applicable Vesting Date in respect of such Restricted Share, provided that either (i) on the Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary during the Restricted Period, or (ii) Grantee's termination of employment before the Vesting Date occurred because of Grantee's death or Disability, or (iii) Grantee's termination of employment for any reason other than cause or voluntary termination.

(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-fifth of the Restricted Shares will vest on the first anniversary of the Date of Grant;

(ii) An additional one-fifth of the Restricted Shares will vest on the second anniversary of the Date of Grant;

(iii) An additional one-fifth of the Restricted Shares will vest on the third anniversary of the Date of Grant;

(iv) An additional one-fifth of the Restricted Shares will vest on the fourth anniversary of the Date of Grant; and

(v) An additional one-fifth of the Restricted Shares will vest on the fifth anniversary of the Date of Grant.

(c) Notwithstanding Paragraph 4(b), a Vesting Date for all Restricted Shares shall occur upon the occurrence of a Change of Control, and the Restricted Shares, to the extent not previously vested, shall thereupon vest in full, provided that (i) as of the date of the Change of Control, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary or (ii) Grantee's termination of employment before the date of the Change of Control occurred because of Grantee's death or Disability, or (iii) Grantee's termination of employment for any reason other than cause or voluntary termination.

5. Forfeiture of Restricted Shares.

(a) Subject to the terms and conditions set forth herein, if Grantee terminates employment with the Company and all Subsidiaries prior to the Vesting Date for a Restricted Share for reasons other than death, Disability or involuntary termination without cause, Grantee shall forfeit any such Restricted Share which has not vested as of such termination of employment. Grantee shall not forfeit Restricted Shares which have not vested as of Grantee's termination of employment with the Employer because of death or Disability, or Grantee's termination of employment for any reason other than cause or voluntary termination.

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 personnel files. 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 Employer for the withholding of any taxes which may be due with respect to such Shares. The Company is authorized to withhold from any cash remuneration then or thereafter payable to Grantee an amount sufficient to cover required tax withholdings and is further 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. 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 Affect Employment. The Award granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company or any Subsidiary.

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 personnel 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:

EXHIBIT 10.21
ACKNOWLEDGMENT AND WAIVER AGREEMENT

This Agreement ("AGREEMENT"), dated December ___, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the "COMPANY") and ____________ ("KEY EMPLOYEE").

1. Acknowledgement. Pursuant to the terms of the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees (the "PLAN"), Key Employee is eligible to receive benefits set forth in
Section 4.2 of the Plan upon a Qualifying Termination (as it is defined in the Plan) of employment.

2. Waiver of Benefits. Key Employee hereby waives any and all rights which Key Employee has pursuant to the Plan in consideration for the payment of, prior to January 1, 2006, (i) a lump sum amount equal to the amount which Key Employee would have been eligible to receive under Section 4.2(b) of the Plan, plus (ii) a lump sum amount equal to the aggregate sum of all the premiums (both employer and employee portion of such premiums) that would be payable by the Company to provide for the benefits set forth in Section 4.2(c) of the Plan. The total payment amount is listed on Exhibit A of this Agreement.

3. Acceleration of Certain Equity Grants. Notwithstanding the foregoing, if the Qualifying Termination takes place within three years of the date of grant of any award of restricted stock or any option in Brandywine Realty Trust ("BRANDYWINE") which was granted in connection with the merger of the Company with Brandywine (the "MERGER"), then the restrictions with respect to any such grant of restricted stock shall immediately lapse, and any such option granted shall become immediately vested and exercisable.

4. Section 4999 Tax Gross-Up. Article VI of the Plan, relating to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"), shall continue to apply in full force and effect as set forth in the Plan.

5. Section 409A Tax Gross-Up.

(a) In the event it shall be determined that the payment of the amounts listed on Exhibit A to this Agreement in 2005 (the "2005 Payments") is or will be subject to the excise tax imposed by Section 409A of the Code or any interest or penalties with respect to such payment or excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then Key Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Key Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including but not limited to, any income tax, employment tax or Excise tax, imposed upon the Gross Up Payment, Key Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence (or, if greater, the state and locality in which Executive is required to file a nonresident income tax return with respect to the Payment) on the date of termination, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

(b) If it is finally determined that any of the Total Payments are subject to Excise Tax any determinations as to the amount of the Gross-Up Payment shall be made by an independent accounting firm selected by the Company (the "Accounting Firm"), which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and Key Employee by no later than ten (10) days following such final determination, or such earlier time as is requested by the Company or Key Employee (if Key Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If a Gross-Up Payment is determined to be payable, it shall be paid to Key Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon the Company and Key Employee, absent manifest error.

(c) If a claim by a federal, state or local taxing authority is made against Key Employee, and if Key Employee intends to seek a Gross-Up Payment with respect thereto under this Section, Key Employee shall promptly notify (i) the Company in writing of such claims, setting forth such claims in reasonable detail and providing copies of any written documentation provided by the taxing authority in connection with its claims. The Company shall have fifteen (15) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and Key Employee shall cooperate with it in connection therewith; provided, that Key Employee may participate in such settlement or defense through counsel chosen by Key Employee and paid at his own expense. So long as the Company is reasonably contesting any such claim in good faith, Key Employee shall not pay or settle any such claim without the consent of the Company, which consent shall not be unreasonably withheld. If the Company does not notify Key Employee in writing within fifteen (15) days after receipt of the Company's written notice of a claim to a Gross-Up Payment hereunder that it elects to undertake the defense thereof, Key Employee shall have the right to undertake, at the Company's cost, risk and expense, the defense, compromise or settlement of the claim, but shall not thereby waive any right to a Gross-Up Payment therefore pursuant to this Agreement. The Company shall pay Key Employee's expenses as and when incurred.

6. Applicable Law. This Acknowledgment and Waiver will be governed and construed in accordance with the laws of the State of Texas.

7. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties to this Acknowledgment and Waiver and, except to the extent the Company is affected hereby, should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or actions or other right in excess of those existing without reference to this Agreement.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together constitute one and the same instrument.

9. Severability. Any provision of this Acknowledgment & Waiver that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Agreement, each party hereto acknowledges that the obligations of the parties hereto shall be specifically enforceable.

10. Further Assurances. The parties hereto will execute and deliver or cause to be executed and delivered such further instruments and documents and will take such other actions as any other party to this Acknowledgment and Waiver may reasonably request in order to effectuate the purpose of this Acknowledgment and Waiver and to carry out the terms thereof.

11. Successors to Company. This Acknowledgement and Waiver shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Acknowledgment and Waiver in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The term "Company" as used herein shall mean a trust, corporation or other entity acquiring all or substantially all the assets and business of the Company whether by operation of law or otherwise.

12. Assignability by Participant. Neither this Acknowledgment and Waiver nor any right or interest hereunder shall be assignable or transferable by Key Employee or his or her beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Acknowledgment and Waiver shall inure to the benefit of and be enforceable by a Key Employee's legal personal representative.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Waiver to be duly executed as of the day and year first written above.

KEY EMPLOYEE

THE COMPANY
PRENTISS PROPERTIES TRUST

By: ________________________________
Name: ________________________________
Title: _______________________________

EXHIBIT 10.22

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Third Restated Agreement"), dated as of January 1, 2004, by and between Prentiss Properties Trust, a Maryland real estate investment trust (the "Company") and Michael V. Prentiss (the "Executive"), recites and provides as follows:

W I T N E S S E T H:

WHEREAS, the Company is a self-administered Maryland real estate investment trust, which has been formed to continue and expand the national acquisition, property management, leasing, development and construction business of Prentiss Properties Limited, Inc., and its Affiliates (collectively, the "Prentiss Group");

WHEREAS, the Company's primary objective is to maximize the profitability of its Properties by continuing the Prentiss Group's success in renewing leases, maintaining high occupancy rates, reducing operating costs and growing through the acquisition of additional office and industrial properties and through development primarily on a build-to-suit basis;

WHEREAS, for over 25 years, Executive has been continuously and actively engaged in various aspects of real estate development, acquisitions, and investment management on the national level, both personally and for companies and joint ventures controlled by or affiliated with Executive, including, without limitation, the owning, development, asset management and management of Office or Industrial Properties;

WHEREAS, the Company entered into an Employment Agreement with the Executive, dated as of October 22, 1996, which was amended and restated as of May 10, 2000, further amended by a side letter between the Company and the Executive, dated June 26, 2000 and subsequently amended and restated as the Second Amended and Restated Employment Agreement dated as of February 14, 2001 (collectively, the "Original Employment Agreement");

WHEREAS, the Company desires to further amend and restate the Original Employment Agreement in order to, among other things, extend the term and modify Executive's compensation and benefits;

WHEREAS, the Company desires to continue to employ the Executive to devote a significant portion of his time to the business of the Company, including, without limitation, executive management of the Company and the Properties, and to serve as the Chairman of the Board of Trustees of the Company; and

WHEREAS, the Executive desires to be so employed on the terms and subject to the conditions hereinafter stated.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Third Restated Agreement and the benefits to be received by the Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A. DEFINITIONS.

For purposes of this Third Restated Agreement, the following terms shall have the following meanings (applicable to both the singular and plural forms of the terms defined):

1. "Acquisition of Office or Industrial Property" means engaging in the activity of soliciting, seeking to acquire, obtaining an option or first right of refusal to acquire, or acquiring, any interest in an Office or Industrial Property or in real property planned for development as an Office or Industrial Property.

2. "Affiliate" means (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii) any executive officer, director, trustee or general partner of such other person, and (iii) any legal entity for which such person acts as an executive officer, director, trustee or general partner. The term "person" means and includes any natural person, corporation, partnership, association, limited liability company or any other legal entity.

3. "Board" means the Board of Trustees of the Company.

4. "Change in Control" shall mean that (a) the Company has consummated a transaction pursuant to any agreement with any person or entity that involves the transfer of ownership of more than fifty percent (50%) of the Company's total assets or earnings power on a consolidated basis, as reported in the Company's consolidated financial statements filed with the Securities and Exchange Commission (including an agreement for the acquisition of the Company by merger, consolidation, or statutory share exchange regardless of whether the Company is intended to be the surviving or resulting entity after the merger, consolidation, or statutory share exchange or for the sale of substantially all of the Company's assets to the person or entity), (b) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination or combination of these transactions, the persons who were trustees of the Company before such transactions cease to constitute a majority of the Board, or any successor's board, within two years of the last such transaction, (c) any person or entity is or becomes an Acquiring Person, or
(d) during any period of two consecutive calendar years, the Continuing Trustees cease for any reason to constitute a majority of the Board. For purposes of the preceding sentence, "Continuing Trustee" means any member of the Board, while a member of the Board and (1) who was a member of the Board prior to May 15, 2003 or (2) whose subsequent nomination or election to the Board was recommended or approved by a majority of the Continuing Trustees; and "Acquiring Person" means that (i) a person, considered alone or together with all Affiliates and associates of that person or entity, becomes directly or indirectly the beneficial owner of securities representing at least twenty percent (20%) of the Company's outstanding securities entitled to vote generally in the election of the Board, or (ii) a person or entity enters into an agreement that would result in that person or entity satisfying the conditions in subsection (i) or that would result in an Affiliate's failure to be an Affiliate.

5. "Competitive Activity" means engaging in directly, through an Affiliate, or being employed by any entity undertaking, or otherwise undertaking to do any of the following: (i) Acquisition of Office or Industrial Property, (ii) Office or Industrial Property Ownership or Leasing, (iii) Office or Industrial Property Construction, (iv) Office or Industrial Property Entitlements, (v) Speculation, or (vi) Office or Industrial Property Management and Operation.

6. "Effective Date" shall mean January 1, 2004.

7. "Employment Term" means the period of five years, commencing on the Effective Date and continuing until the fifth anniversary of the Effective Date, unless terminated earlier as provided herein. After the fifth anniversary of the Effective Date, the Employment Term shall terminate, unless the parties mutually agree to extend the Employment Term.

8. "Good Reason" shall mean:

(a) the Executive's relocation more than fifty (50) miles from the Executive's primary office, without such Executive's consent;

(b) a material adverse alteration in the nature, title or status of his position;

(c) a reduction by the Company of the Executive's annual base salary or target bonus;

(d) an assignment of duties to the Executive that are materially inconsistent with his job description; or

(e) the intentional breach by the Company of any material provision of this Third Restated Agreement that continues for a period of 14 days after the Independent Trustees on the Board receive written notice of such breach.

9. "Independent Trustee" shall mean a member of the Board who is defined as an "Independent Trustee" in Section 4 of Article V of the Amended and Restated Declaration of Trust of the Company, dated as of October 16, 1996, as amended.

10. "Noncompetition Period" means the period beginning on (a) the date the Executive has terminated his employment without Good Reason
(excluding a resignation for any reason or no reason after a Change in Control) or (b) the date the Executive experiences a Termination With Cause, and ending two years from the date of either such termination of employment.

11. "Office or Industrial Property" means any Property in excess of 20,000 square feet that is used in whole or in part for office or industrial space or office or industrial related purposes, whether in fee or leasehold, together with all improvements and fixtures now or hereafter located thereon, all rights, privileges and easements appurtenant thereto, and all tangible and intangible personal property used in connection therewith.

12. "Office or Industrial Property Construction" means the construction, renovation or repair of improvements on an Office or Industrial Property by Executive or an Affiliate of Executive.

13. "Office or Industrial Property Entitlements" means engaging in the process by which a person with an interest in an Office or Industrial Property obtains necessary or desirable governmental approvals, licenses, permits, entitlements or agreements for the commencement of Office or Industrial Property Construction.

14. "Office or Industrial Property Management and Operation" means engaging in directly or through an Affiliate, or being employed by any entity undertaking, or otherwise undertaking the day-to-day management and operation of an Office or Industrial Property, whether pursuant to a master lease, management agreement or any other arrangement.

15. "Property" means any real property or any interest therein.

16. "Speculation" means engaging in the activity of soliciting, seeking to acquire, obtaining an option or a first right of refusal to acquire, or acquiring, any interest in a Office or Industrial Property with the intention at any time of acquiring (or obtaining an option or a first right of refusal to acquire) or holding an Office or Industrial Property for subsequent sale or other transfer to any person for purposes of Competitive Activity.

17. "Termination Without Cause" means the termination of the Executive's employment by the Company for any reason other than Voluntary Termination or Termination With Cause.

18. "Termination With Cause" means the termination of the Executive's employment by act of the Board for any of the following reasons:

(a) willful misconduct of the Executive in connection with the performance of any of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its Affiliates or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or any of its Affiliates;

(b) conduct by the Executive that would result in material injury to the reputation of the Company if he were retained in his position with the Company, including, without limitation, conviction of a felony under the laws of the United States or any State thereof, or of an equivalent crime under the laws of any other jurisdiction, bankruptcy, insolvency or general assignment for the benefit of his creditors;

(c) continued or deliberate neglect by the Executive of any of his duties hereunder;

(d) any failure to comply substantially with any written rules, regulations, policies or procedures of the Company, if such non-compliance could be expected to have a material and adverse effect on the Company's business and which has not been cured after reasonable notice;

(e) any willful failure to comply with the Company's internal policies regarding insider trading or insider dealing which has not been cured after reasonable notice; or

(f) any material breach of this Third Restated Agreement which has not been cured after notice and a reasonable opportunity to be heard.

19. "Voluntary Termination" means the Executive's voluntary termination of his employment hereunder for any reason other than Good Reason.

B. THE EMPLOYMENT RELATIONSHIP.

1. Employment. The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of Chairman of the Board to serve for the Employment Term, subject to earlier termination as herein provided.

2. Services. The Executive shall devote a significant portion of his business time, attention and effort to the Company's affairs, except for such reasonable time as shall be required for the Executive to oversee and manage his horse farm in North Wales, Virginia. Specifically, the Executive shall: (a) supervise, direct and assist the President and Chief Executive Officer of the Company; (b) formulate the long-range growth strategy of the Company, consistent with directions from the Board; (c) review and approve all proposed real estate acquisitions, dispositions, and new development projects; and (d) act as a mentor to, and provide leadership and direction to, the Company's Regional Directors.

3. Compensation.

(a) The Company initially shall pay the Executive for his services an annual base salary that for 2004 shall be $500,000. The annual base salary shall be increased $50,000 annually for each of calendar years 2005 and 2006 and thereafter shall be subject to discretionary increases to be determined by the Board or the Compensation Committee established by the Board. Executive's salary shall be paid in semi-monthly payments.

(b) In addition, the Company shall also pay the Executive a discretionary annual bonus in an amount to be determined by the Board or the Compensation Committee established by the Board.

4. Benefits. The Company agrees to provide the Executive with the following benefits during the Term of this Third Restated Agreement:

(a) Vacation. The Executive shall be entitled each year to four weeks vacation, during which time his compensation shall be paid in full.

(b) Employee Benefits. The Executive shall be entitled to all rights, benefits and privileges to which other management level employees of the Company are entitled, including, but not limited to, any retirement, pension, profit-sharing, insurance, hospital or other plans which may now be in effect or which may hereafter be adopted by the Company.

(c) Tax and Estate Planning. The Company shall provide the Executive with annual personal tax and estate planning services. In addition, the Company shall provide the services of an accountant to keep the Executive's financial records and to assist in tax reporting.

(d) Country Club Fees. The Company shall reimburse the Executive for his membership dues at the following country clubs:
Brookhollow Golf Club in Dallas, Texas; Robert Trent Jones Golf Club in Northern Virginia; Preston Trails Club in Dallas, Texas; and Oyster Harbors Club in Cape Cod, Massachusetts.

(e) Flight Time. The Company shall provide the Executive with 100 hours per year of flight time on a Challenger (the "Aircraft") through its fractional ownership with Flex Jets. At the Executive's discretion, such hours may be used in the performance of his duties hereunder or for personal use. If the Company owns the interest in the Aircraft, then the Company shall pay all costs associated with the Aircraft; provided however, if any of such hours are used for the Executive's personal use, the Executive shall reimburse the Company at the variable hourly rate for such usage. If the Executive owns the interest in the Aircraft, then the Company shall reimburse the Executive for (i) the interest costs on the loan for the acquisition of the interest in the Aircraft, (ii) the monthly management fee associated with the interest in the Aircraft and (iii) the variable hourly rate for usage of the Aircraft for business purposes. The parties acknowledge that the current hourly charge for the Aircraft is $2,390.

5. Expenses. The Company recognizes that the Executive will have to incur certain out-of-pocket expenses, including, but not limited to, travel expenses, related to his services and the Company's business, and the Company agrees to reimburse the Executive for all reasonable expenses necessarily incurred by him in the performance of his duties upon presentation of a voucher or documentation indicating the amount and business purposes of any such expenses.

6. Termination in Case of Death or Disability. In case of the Executive's death or permanent disability (defined as complete physical or mental inability, confirmed by a licensed physician, to perform substantially all of the services described herein that continues for a period of 180 consecutive days), the Company may elect to terminate the Executive pursuant to the terms of Section B, Paragraph 8 hereof.

7. Termination With Cause; Voluntary Termination. The Company may terminate this Third Restated Agreement upon a determination that an event has occurred within the definition of Termination With Cause; provided, however, in the case of a Termination With Cause based upon clauses (b) or (c) of such definition, the Company shall provide the Executive written notice of such grounds for termination, and the Executive shall have a period of 14 days to cure such cause to the reasonable satisfaction of the Board. If the Executive shall suffer Termination With Cause or shall cease being an employee of the Company on account of a Voluntary Termination, then the Executive shall receive accrued compensation until the effective date of such Voluntary Termination or Termination without Cause and shall not be entitled to any compensation after the effective date of such Voluntary Termination or Termination With Cause (except compensation accrued but unpaid on the date of such event). Any continued rights and benefits the Executive may have under employee benefit plans and programs of the Company upon such a termination, if any, shall be determined in accordance with the terms of such plans and programs provided however, that the Executive, including his immediate, family shall be able to

continue to participate in the Company's medical/health insurance or coverage program with the same level of benefits as he was entitled to receive immediately prior to the time of termination, but the Executive shall bear all costs of such medical/health insurance or coverage. Any period during which benefits are continued pursuant to this Paragraph 7 of Section B shall be considered to be in satisfaction of the Company's obligation to provide "continuation coverage" pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Paragraph 7 of Section B.

8. Death or Disability; Termination Without Cause; or Termination of Employment by Executive for Good Reason. If the Executive shall suffer a termination of employment due to death or disability or a Termination Without Cause or shall terminate his employment for Good Reason, then the Company: (i) shall pay the Executive, (a) in the case of a termination of employment due to death or disability, cash compensation in a lump sum equal to one year's base salary, based on the Executive's base salary at the time of such death of termination due to disability; or (b) in the case of a Termination Without Cause or a termination of employment by Executive for Good Reason, cash compensation in a lump sum equal to the sum of (x) two years' base salary (based on the Executive's base salary at the time of such Termination Without Cause or termination by the Executive for Good Reason) and (y) two times the sum of (A) the average of the annual cash bonuses paid to the Executive with respect to calendar years 1999 and 2000 and (B) the average of the current value of the long-term incentives earned with respect to calendar years 1999 and 2000; and
(ii) continue to provide for a period of three years after such death, disability or termination, at its expense, on behalf of the Executive and his spouse, dependents and beneficiaries (collectively, "Dependents") (a) annual physicals, medical, health, dental and prescription drug benefits, (b) long-term disability coverage, (c) life insurance and other death benefits coverage, and
(d) all the benefits and privileges set forth in subparagraphs (c), (d), and (e) of Paragraph 4 of Section B, but only to the extent permitted under the terms of any plan, policy, or program that offers such benefits, coverage and privileges. For the same three-year period (except in the case of death), the Executive shall be entitled to retain, at the Company's expense, his current office or a similar office and a secretary. The coverage and benefits (including deductibles, costs and contributions by the Executive, if any) provided under this Paragraph 8 of Section B shall be no less favorable to the Executive and his Dependents than the most favorable of such coverage and benefits provided the Executive and his Dependents during the 90-day period immediately prior to such death, disability or termination. The obligation under this Paragraph 8 of
Section B with respect to the foregoing benefits shall be limited if the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce or eliminate the coverage and benefits it is required to provide the Executive hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive than the coverage and benefits required to be provided hereunder. Any continued rights and benefits that the Executive, or the Executive's estate or other legal representatives, may have under employee benefit plans and programs of the Company upon such death, disability or termination shall be determined in accordance with the terms and provisions of such plans and programs, except as provided in this Paragraph 8. The foregoing notwithstanding, if the Executive has received, or is entitled to receive, the payments under Paragraph 9 of Section B, no payments or benefits shall be payable under this Paragraph 8. Any period during which benefits are continued pursuant to this Paragraph 8 of Section B shall be considered to be in satisfaction of the Company's obligation to provide "continuation coverage" pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Paragraph 8 of Section B.

9. Change in Control. Within fifteen (15) days of a Change in Control, the Company shall pay Executive a lump sum payment of $3,500,000 if a Change in Control occurs in 2004. If a Change in Control occurs in any year after 2004, the lump sum payment shall be $3,000,000. In addition, after a Change in Control, the Executive may resign for any reason or no reason, and the Company shall continue to provide for a period of three years after such resignation, at its expense, on behalf of the Executive and his Dependents (i) annual physicals, medical, health, dental and prescription drug benefits, (ii) longterm disability coverage, (iii) life insurance and other death benefits coverage, and (iv) all the benefits and privileges set forth in subparagraphs
(c), (d), and (e) of Paragraph 4 of Section B, but only to the extent permitted under the terms of any plan, policy, or program that offers such benefits, coverage and privileges. For the same three-year period (except in the case of death), the Executive shall be entitled to retain, at the Company's expense, his current office or a similar office and a secretary. The coverage and benefits
(including deductibles, costs and contributions by the Executive, if any) provided under this Paragraph 9 of Section B shall be no less favorable to the Executive and his Dependents than the most favorable of such coverage and benefits provided the Executive and his Dependents during the 90-day period immediately prior to the Change in Control or as of any date following the Change in Control but preceding the Executive's resignation. The obligation under this Paragraph 9 of Section B with respect to the foregoing benefits shall be limited if the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce or eliminate the coverage and benefits it is required to provide the Executive hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive than the coverage and benefits required to be provided hereunder. Any period during which benefits are continued pursuant to this Paragraph 9 of Section B shall be considered to be in satisfaction of the Company's obligation to provide "continuation coverage" pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Paragraph 9 of Section B.

10. Termination after Five Years. Upon a termination of employment due to the expiration of the Employment Term on the fifth anniversary of the Effective Date, the Company shall continue to provide at its expense, from the period that begins on the fifth anniversary of the Effective Date and ends on the Executive's sixty-eighth (68th) birthday, on behalf of the Executive and his Dependents (a) annual physicals, medical, health, dental and prescription drug benefits, (b) long-term disability coverage, (c) life insurance and other death benefits coverage, and (d) all the benefits and privileges set forth in subparagraphs (c), (d), and (e) of Paragraph 4 of
Section B, but only to the extent permitted under the terms of any plan, policy, or program that offers such benefits, coverage and privileges. For the same period, the Executive shall be entitled to retain, at the Company's expense, his current office or a similar office and a secretary. The coverage and benefits
(including deductibles, costs and contributions by the Executive, if any) provided under this Paragraph 10 of Section B shall be no less favorable to the Executive and his Dependents than the most favorable of such coverage and benefits provided the Executive and his Dependents during the 90-day period immediately prior to expiration of the Employment Term. The obligation under this Paragraph 10 of Section B with respect to the foregoing benefits shall be

limited if the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce or eliminate the coverage and benefits it is required to provide the Executive hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive than the coverage and benefits required to be provided hereunder. Any continued rights and benefits that the Executive, or the Executive's estate or other legal representatives, may have under employee benefit plans and programs of the Company upon the expiration of the Employment Term shall be determined in accordance with the terms and provisions of such plans and programs, except as provided in this Paragraph 10. Any period during which benefits are continued pursuant to this Paragraph 10 of Section B shall be considered to be in satisfaction of the Company's obligation to provide "continuation coverage" pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Paragraph 10 of Section B.

11. Gross-Up Payment.

(a) In the event it shall be determined that any payment or distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such person, whether paid or payable or distributed or distributable pursuant to any of the terms of this Third Restated Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

(b) All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this subparagraph (b), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment and amounts relevant to the last sentence of this subparagraph (b), shall be made by an independent accounting firm selected by the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"), which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and the Executive by no later than ten (10) days following the Change in Control, or such earlier time as is requested by the Company or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to

report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) the Executive shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Paragraph 11 of Section B, which is to make the Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive repaying to the Company an amount which is less than the Overpayment.

C. AGREEMENT NOT TO COMPETE.

Except as explicitly provided herein, the Executive agrees, for the entire Employment Term and, if applicable, the entire Noncompetition Period, to the following covenants, effective within the United States:

1. Competitive Activity Restriction. Executive, personally or through any Affiliate of Executive, shall not conduct any Competitive Activity other than through the Company, unless a majority of the Board, which majority must include a majority of the Independent Trustees, have determined that such Competitive Activity will not have a material adverse effect on the operations of any Office or Industrial Property that the Company either owns or has a right to acquire. Notwithstanding any other provision of this Third Restated Agreement, the Executive agrees that, during the time he is employed by the Company, the Executive shall present to the Company all opportunities that arise to engage in Competitive Activities.

2. No Beneficial Ownership. Executive shall not beneficially own directly or indirectly any beneficial interest in any entity engaged in any Competitive Activity other than the Company, except for (i) any interest in a company traded on a nationally recognized public securities exchange (including The NASDAQ National Market), provided such interest does not exceed five percent of the outstanding capital stock of such company, and (ii) the Executive's 6% limited partnership interest in the Chesapeake & Potomac Telephone Building in Baltimore Maryland.

3. Loans. Executive shall not directly or indirectly make any loan to, or hold any note evidencing a loan from, any entity engaged in any Competitive Activity.

4. Competitive Entity. Executive shall not be a director or trustee, officer, or employee of, or consultant to (whether for compensation or not) any entity engaged in any Competitive Activity.

5. Notification to Independent Trustees. If Executive or any Affiliate of Executive desires to engage in any Competitive Activity, Executive shall describe fully the proposed activity in a written notice (the "Disclosure Notice") to the Company and the Independent Trustees. A Disclosure Notice shall only pertain to a specific proposed project and the referenced proposed project shall be described therein with specificity as to timing, location, scope and the extent of Executive's involvement, financially and in terms of his time commitment. A Disclosure Notice may not request approval for any conceptual or non-project specific activity or for any activity that is prohibited by this Third Restated Agreement.

To the Company:        Prentiss Properties Trust
                       3890 West Northwest Highway, Suite 400
                       Dallas, Texas 75220
                       Phone (214) 761-1440

To the Executive:      Michael V. Prentiss
                       5006 Seneca Drive
                       Dallas, Texas 75209
                       214-350-3011

2. Entire Agreement. This Third Restated Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and shall not be modified in any manner except by instrument in writing signed, by or on behalf of, the parties hereto. This Third Restated Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

3. Effective Date. Notwithstanding the date of this Third Restated Agreement, the terms and provisions of and rights and obligations under this Third Restated Agreement shall become effective on the Effective Date.

4. Applicable Law. This Third Restated Agreement shall be governed and construed in accordance with the laws of the State of Texas.

5. Assignment. The Executive acknowledges that his services are unique and personal. The Executive may not assign his rights or delegate his duties or obligations under this Third Restated Agreement except (a) his rights to compensation and benefits hereunder may be transferred by will or operation of law and (b) his rights under employee benefit plans or programs described in
Section B, Paragraph 4(b) may be assigned or transferred in accordance with the terms of such plans or programs, or regular practices thereunder. The Executive's rights and obligations under this Third Restated Agreement shall inure to the benefit of and shall be binding upon the Executive's heirs and personal representatives.

6. Titles and Headings. Titles and headings to sections and paragraphs in this Third Restated Agreement are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Third Restated Agreement.

7. Counterparts. This Third Restated Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

8. Amendments. No amendment, modification or supplement to this Third Restated Agreement shall be binding on any of the parties hereto unless it is in writing and signed by the parties in interest at the time of the modification, and further provided any such modification is approved by a majority of the Independent Trustees.

9. No Third-Party Beneficiaries. This Third Restated Agreement is solely for the benefit of the parties to this Third Restated Agreement and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or action or other right in excess of those existing without reference to this Third Restated Agreement.

10. Maximum Legal Enforceability; Time of Essence. Any provision of this Third Restated Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Third Restated Agreement, each party hereto acknowledges that damages would not be an adequate remedy for any breach of the provisions of this Third Restated Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable. Time shall be of the essence as to each and every provision of this Third Restated Agreement.

11. Specific Performance. The Executive acknowledges that the obligations undertaken by him pursuant to this Third Restated Agreement are unique and that the Company will not have an adequate remedy at law if he shall fail to perform any of his obligations hereunder, and the Executive therefore confirms that the Company's right to specific performance of the terms of this Third Restated Agreement is essential to protect the rights, interest and goodwill of the Company. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all obligations, covenants, agreements and other provisions of this Third Restated Agreement specifically performed by the Executive, and the Company shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Third Restated Agreement by the Executive. The Executive acknowledges that the Company will have the right to have the provisions of this Third Restated Agreement enforced in any court of competent jurisdiction, it being agreed that any breach or threatened breach of this Third Restated Agreement would cause irreparable injury to the Company and its business and that money damages would not provide an adequate remedy to the Company.

12. Operations of Affiliated Parties. The Executive agrees that he will refrain from authorizing any Affiliate to perform any activities that would be prohibited by the terms of this Third Restated Agreement if they were performed by him. Notwithstanding anything to the contrary contained in this Third Restated Agreement, the Executive shall not be required by the terms of this Third Restated Agreement to violate any fiduciary duty existing on the date hereof that he owes to a third party.

13. Further Assurances. The parties to this Third Restated Agreement will execute and deliver or cause the execution and delivery of such further instruments and documents and will take such other actions as any other party to the Third Restated Agreement may reasonably request in order to effectuate the purpose of this Third Restated Agreement and to carry out the terms hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Third Restated Agreement to be duly executed as of the day and year first written above.

THE EXECUTIVE

/s/ Michael V. Prentiss
____________________________________
MICHAEL V. PRENTISS

THE COMPANY

PRENTISS PROPERTIES TRUST

By: /s/ Lawrence A. Wilson
    ________________________________
    LAWRENCE A. WILSON
    Its: Chairman Compensation
    Committee for the Board of Directors

EXHIBIT 10.23

FIRST AMENDMENT
TO THE
THIRD AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This First Amendment to the Third Amended and Restated Employment Agreement (this "AMENDMENT"), dated October 3, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the "COMPANY"), and Michael V. Prentiss (the "EXECUTIVE").

RECITALS

A. The Company and the Executive entered into that certain Third Amended and Restated Employment Agreement dated as of January 1, 2004 (the "EMPLOYMENT AGREEMENT"), which provides for, among other things, the provision of certain continuing benefits in the event of the termination of the Executive without cause or a change in control, including but not limited to health insurance benefits, office space, secretary usage, airplane usage and clubs and physicals.

B. In order to more clearly specify the rights of the Executive under the Employment Agreement, the Company and the Executive hereby amend the Employment Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Employment Agreement.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Amendment, and the benefits to be received by the Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto adopt the following as an amendment to the terms of the Employment Agreement:

1. Benefits. The medical, vision, dental, health (including but not limited to annual physicals) and prescription drugs benefits to be provided to the Executive and his Dependents for three years after the date of the Executive's death, disability or Termination Without Cause, termination of employment by the Executive or the resignation of the Executive after a Change of Control (such three-year period, the "CONTINUATION PERIOD") at the Company's expense in accordance with Paragraphs 8 and 9 of Section B of the Employment Agreement are hereby agreed to refer to medical, vision, dental, health and prescription drugs benefits, long-term disability coverage and life insurance and other death benefit coverage that are no worse than the level of such benefits and policies provided to the Executive by the Company as of the date of this Amendment and the current terms thereof, including but not limited to similar deductibles, co-payments and solvency and rating of the insurance company providing coverage, all as set forth on Schedule A attached hereto. The Executive shall be able to participate in the Company's benefit plans or the benefit plans of any successor or assign, including but not limited to any deferred compensation plans, after any Change in Control if he is retained as trustee, consultant or otherwise. The Executive will also be entitled to maintain any deferrals made in the Company's deferred compensation plan or any successor plans (with any balance in the current plans being rolled over into such successor plan) without payment of any taxes or penalties.

2. Post Continuation Period Benefits. The Executive shall have the right, in his sole discretion, to extend the medical, vision, dental, health and prescription drugs insurance benefits provided under the Employment Agreement after the expiration of the Continuation Period for an indefinite period of time; provided, however, the Company will not bear the premiums related to such insurance after the expiration of the Continuation Period, but the Company shall use its best efforts to obtain the group rate or otherwise to negotiate a low rate for participation in such insurance for the Executive.

3. Offices. Paragraph 8 and 9 of Section B of the Employment Agreement provide that the Executive shall be entitled to retain his current or a similar office during the Continuation Period. The Executive's current office, conference room and staff offices have the dimensions specified in Schedule B attached hereto. For the purposes of clarification of what constitutes the above "similar office," the office to be provided to the Executive for the Continuation Period at the Company's expense is hereby agreed to refer to an office of the Executive's choosing located in a grade A office building in Dallas, Texas or the surrounding area that is exterior office space and is not less than the square footage specified in Schedule B. Such offices shall contain at least the same level of amenities as the Executive's current office, have staff offices that are contiguous with the Executive's offices and accommodate all of the office equipment that the Executive determines to be necessary for such offices. The offices provided during the Continuation Period shall not be located in the office building in which they are currently located. The Executive shall have such rights as are traditionally afforded to other tenants in the building in which such office shall be provided, including tenant improvements of at least $40.00 per square foot. The Executive shall be entitled to at least three parking places free of charge adjacent to his office.

4. Staff. The secretary to be provided in accordance with Paragraphs 8 and 9 of Section B of the Employment Agreement shall be Executive's current secretary or any such replacement secretary as the Executive may name in his sole discretion from time to time during the Continuation Period, and the accountant referred to in Paragraphs 4(c), 8 and 9 of Section B of the Employment Agreement is the Executive's current accountant or any such replacement accountant as the Executive may name in his sole discretion from time to time during the Continuation Period. During the Continuation Period, both the secretary and the accountant shall, at sole option of the Executive, be employed by the Company and shall be compensated and provided benefits by the Company at least at the rates and terms that each of them currently receives, including participation in the 401(k) plan and cafeteria plan, as of the date of this Amendment as set forth on Schedule C with raises and annual bonuses consistent with past practices. Any replacements of the secretary or accountant during the Continuation Period may, in Executive's sole discretion, be compensated by the Company up to the same rate as their predecessors during the remainder of the Continuation Period and provided bonuses and raises up to the amounts provided to past secretaries and accountants of the Executive.

5. Tax and Estate Planning. The tax and estate planning services to be provided during the Continuation Period in accordance with Paragraphs 4(c), 8 and 9 of Section B of the Employment Agreement shall be provided by a third party not affiliated with the Company selected by the Executive in his sole discretion. It is understood and acknowledged by both parties that the initial costs for providing such tax and estate planning services may be significant and all such costs during the Continuation Period shall be paid by the Company.

6. Dues. In accordance with Paragraphs 4(d), 8 and 9 of Section B of the Employment Agreement, the Company will continue to reimburse the Executive during the Continuation Period for all of the country club fees and dues set forth on Schedule D, with such increases as are required from such clubs to maintain the level of rights and privileges as the Executive enjoys as of the date of this Amendment.

7. Aircraft. The Executive shall have the right to use up to 100 hours of flight time per year during the Continuation Period on a Challenger 300 (the "COMPANY AIRCRAFT") through Bombardier Aerospace Corporation dba FlexJet ("FLEXJET") or any successor or replacement fractional ownership service or otherwise (collectively, the "FRACTIONAL SERVICE"), at the Company's expense pursuant to the Management Agreement, dated as of March 15, 2005 between FlexJet and Prentiss Properties Continental LLC or any successor agreement with materially similar terms. The Executive may use the Company Aircraft for any purpose whatsoever during the Continuation Period, including any personal, business or other uses, including but not limited to vacations and business meetings unrelated to the Company; provided, however, that the Executive shall reimburse the Company for his use of the Company Aircraft at the per flight hour rate equal to $2,435.00, as adjusted each January 1 of the greater of (i) 3.75% or (ii) the "Consumer Price Index for all Urban Consumers--U.S City average," as published by the Bureau of Labor Statistics. The Executive shall have the right to purchase the Company's right to use the Company Aircraft upon the expiration of the Continuation Period upon the payment of $100,000. The Company shall enter into an option agreement memorializing the Executive's purchase option in the form of Exhibit A.

8. Employment Agreement. This Amendment is intended to clarify and specify certain rights and privileges of Executive set forth in the Employment Agreement. The Employment Agreement shall continue in full effect after giving effect to this Amendment.

9. Entire Agreement; Amendment; Assignment. This Amendment, along with the Employment Agreement, constitute the entire understanding between the parties hereto with respect to the subject matter hereof. This Amendment shall not be modified in any manner other than pursuant to a writing signed by or on behalf of both of the parties hereto. This Amendment shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. The Executive may not assign his rights except his rights to benefits hereunder may be transferred by will or operation of law.

10. Applicable Law. This Amendment will be governed and construed in accordance with the laws of the State of Texas.

11. Titles and Headings. Titles and headings to sections and paragraphs in this Amendment are inserted for reference only and are not intended to be a part of or to affect the meaning or interpretation of this Amendment.

12. No Third-Party Beneficiaries. This Amendment is solely for the benefit of the parties to this Amendment and, except to the extent the Company is affected hereby, should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or actions or other right in excess of those existing without reference to this Amendment.

13. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together constitute one and the same instrument.

14. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Amendment, each party hereto acknowledges that the obligations of the parties hereto shall be specifically enforceable.

15. Further Assurances. The parties hereto will execute and deliver or cause to be executed and delivered such further instruments and documents and will take such other actions as any other party to this Amendment may reasonably request in order to effectuate the purpose of this Amendment and the Employment Agreement and to carry out the terms thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.

THE EXECUTIVE

/s/ Michael V. Prentiss
----------------------------------
Michael V. Prentiss

THE COMPANY

PRENTISS PROPERTIES TRUST

By: /s/ Thomas F. August
    ------------------------------
Name:  Thomas F. August
Title: President and
       Chief Executive Officer

EXHIBIT 10.24

SECOND AMENDMENT
TO THE
THIRD AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Second Amendment to the Third Amended and Restated Employment Agreement (this "SECOND AMENDMENT"), dated effective as of December 21, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the "COMPANY"), and Michael V. Prentiss (the "EXECUTIVE").

RECITALS

A. The Company and the Executive entered into that certain Third Amended and Restated Employment Agreement dated as of January 1, 2004 (the "EMPLOYMENT AGREEMENT"), which provides for, among other things, the provision of certain continuing benefits in the event of the termination of the Executive without cause or a Change in Control (as defined in the Employment Agreement), including but not limited to health insurance benefits, office space, secretary usage, airplane usage and clubs and physicals.

B. The Company and the Executive entered into that certain First Amendment to the Employment Agreement dated as of October 3, 2005 (the "FIRST AMENDMENT") to more clearly specify the rights of the Executive under the Employment Agreement.

C. In order to accelerate the payment of amounts due under the Employment Agreement, as clarified by the First Amendment (the "AMENDED EMPLOYMENT AGREEMENT"), the Company and the Executive hereby enter into this Second Amendment.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Second Amendment, and the benefits to be received by the Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto adopt the following as an amendment to the terms of the Amended Employment Agreement:

1. The Company shall pay the amount payable under Paragraph 9 of Section B of the Amended Employment Agreement to the Executive no later than December 31, 2005.

2. The Company and the Executive have determined the monetary value of the benefits described in Paragraphs 4 (to the extent such paragraph relates to the Executive's accountant), 5 and 6 of the First Amendment (respectively, staff, tax and estate planning and dues) to be the amounts set forth on Schedule A. The Company shall pay the amounts on Schedule A to the Executive no later than December 31, 2005. Upon receipt by Executive of such payments, the Company shall have no further obligation to Executive under (i) Paragraphs 8 and 9 of Section B of the Employment Agreement (to the extent such relates to the Executive's accountant) and Paragraph 4 of the First Amendment (to the extent such relates to the Executive's accountant), (ii) Paragraphs 4(c), 8 and 9 of Section B of the Employment Agreement (to the extent such relates to tax and estate planning) and Paragraph 5 of the First Amendment and (iii) Paragraphs 4(d), 8 and 9 of
Section B of the Employment Agreement (to the extent such relates to country club fees) and Paragraph 6 of the First Amendment.

3. Employment Agreement. This Second Amendment is intended to clarify and specify certain rights and privileges of Executive set forth in the Amended Employment Agreement. The Amended Employment Agreement shall continue in full effect after giving effect to this Second Amendment. Executive shall be deemed to have resigned effective upon the consummation of the REIT Merger (as defined in the Agreement and Plan of Merger, dated as of October 3, 2005, by and among the Company, Brandywine Realty Trust, a Maryland real estate investment trust, Brandywine Operating Partnership, L.P., a Delaware limited partnership, Brandywine Cognac I LLC, a Maryland limited liability company, Brandywine Cognac II LLC, a Delaware limited liability company, and Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership).

4. Entire Agreement; Amendment; Assignment. This Second Amendment, along with the Amended Employment Agreement, constitute the entire understanding between the parties hereto with respect to the subject matter hereof. This Second Amendment shall not be modified in any manner other than pursuant to a writing signed by or on behalf of both of the parties hereto. This Second Amendment shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. The Executive may not assign his rights except his rights to benefits hereunder may be transferred by will or operation of law.

5. Applicable Law. This Second Amendment will be governed and construed in accordance with the laws of the State of Texas.

6. Titles and Headings. Titles and headings to sections and paragraphs in this Second Amendment are inserted for reference only and are not intended to be a part of or to affect the meaning or interpretation of this Second Amendment

7. No Third-Party Beneficiaries. This Second Amendment is solely for the benefit of the parties to this Second Amendment and, except to the extent the Company is affected hereby, should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or actions or other right in excess of those existing without reference to this Second Amendment.

8. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together constitute one and the same instrument.

9. Severability. Any provision of this Second Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Second Amendment, each party hereto acknowledges that the obligations of the parties hereto shall be specifically enforceable.

10. Further Assurances. The parties hereto will execute and deliver or cause to be executed and delivered such further instruments and documents and will take such other actions as any other party to this Second Amendment may reasonably request in order to effectuate the purpose of this Second Amendment and the Amended Employment Agreement and to carry out the terms thereof.

11. Section 409A Tax Gross-Up.

(a) In the event it shall be determined that the payment of the amounts referred to in Section 1 and Section 2 herein in 2005 (the "2005 PAYMENTS") is or will be subject to the excise tax imposed by
Section 409A of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such payment or excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), then the Executive shall be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including but not limited to, any income tax, employment tax or Excise Tax, imposed upon the Gross Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the 2005 Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence (or, if greater, the state and locality in which the Executive is required to file a nonresident income tax return with respect to the 2005 Payment) on the date of termination, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

(b) If it is finally determined that any of the 2005 Payments are subject to Excise Tax any determinations as to the amount of the Gross-Up Payment shall be made by an independent accounting firm selected by the Company (the "ACCOUNTING FIRM"), which shall provide its determination (the "DETERMINATION"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and the Executive by no later than ten (10) days following such final determination, or such earlier time as is requested by the Company or the Executive (if the Executive reasonably believes that any of the 2005 Payments may be subject to the Excise Tax). If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error.

(c) If a claim by a federal, state or local taxing authority is made against the Executive, and if the Executive intends to seek a Gross-Up Payment with respect thereto under this Section, the Executive shall promptly notify (i) the Company in writing of such claims, setting forth such claims in reasonable detail and providing copies of any written documentation provided by the taxing authority in connection with its claims. The Company shall have fifteen (15) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Executive shall cooperate with it in connection therewith; provided, that the Executive may participate in such settlement or defense through counsel chosen by the Executive and paid at his own expense. So long as the Company is reasonably contesting any such claim in good faith, the Executive shall not pay or settle any such claim without the consent of the Company, which consent shall not be unreasonably withheld. If the Company does not notify the Executive in writing within fifteen (15) days after receipt of the Company's written notice of a claim to a Gross-Up Payment hereunder that it elects to undertake the defense thereof, the Executive shall have the right to undertake, at the Company's cost, risk and expense, the defense, compromise or settlement of the claim, but shall not thereby waive any right to a Gross-Up Payment therefore pursuant to this Agreement. The Company shall pay the Executive's expenses as and when incurred.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first written above.

THE EXECUTIVE

/s/ Michael V. Prentiss
----------------------------------
Michael V. Prentiss

THE COMPANY

PRENTISS PROPERTIES TRUST

By: /s/ Gregory S. Imhoff
    ------------------------------
Name:  Gregory S. Imhoff
Title: Senior Vice President, General
       Counsel and Secretary

EXHIBIT 10.25

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 10, 2000, by and between Prentiss Properties Trust, a Maryland real estate investment trust (the "Company") and Thomas F. August (the "Executive"), recites and provides as follows:

W I T N E S S E T H:

WHEREAS, the Company is a self-administered Maryland real estate investment trust, which has been formed to continue and expand the national acquisition, property management, leasing, development and construction business of Prentiss Properties Limited, Inc., and its Affiliates (collectively, the "Prentiss Group");

WHEREAS, the Company's primary objective is to maximize the profitability of its Properties by continuing the Prentiss Group's success in renewing leases, maintaining high occupancy rates, reducing operating costs and growing through the acquisition of additional office and industrial properties and through development primarily on a build-to-suit basis;

WHEREAS, Executive has been continuously and actively engaged in various aspects of real estate development, acquisitions, and investment management on the national level, both personally and for companies and joint ventures controlled by or affiliated with Executive, including, without limitation, the owning, development, asset management and management of Office or Industrial Properties;

WHEREAS, the Company desires to amend and restate the Employment Agreement (the "Original Agreement") between the Company and the Executive, dated as of October 22, 1996, in order to reflect the Executive's current title and compensation, as well as to provide for additional compensation in the event of a Change in Control.

WHEREAS, the Company desires to continue to employ the Executive to devote a significant portion of his time (as hereinafter defined) to the business of the Company, including, without limitation, the operation and management of the Company and the Properties, and to serve as the President, Chief Executive Officer and a Trustee of the Company; and

WHEREAS, the Executive desires to be so employed on the terms and subject to the conditions hereinafter stated.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Agreement and the benefits to be received by the Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A. DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following meanings (applicable to both the singular and plural forms of the terms defined)

1. "Acquisition of Office or Industrial Property" means engaging in the activity of soliciting, seeking to acquire, obtaining an option or first right of refusal to acquire, or acquiring, any interest in an Office or Industrial Property or in real property planned for development as an Office or Industrial Property.

2. "Affiliate" means (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii) any executive officer, director, trustee or general partner of such other person, and (iii) any legal entity for which such person acts as an executive officer, director, trustee or general partner. The term "person" means and includes any natural person, corporation, partnership, association, limited liability company or any other legal entity.

3. "Board" means the Board of Trustees of the Company.

4. "Change in Control" shall mean that (a) the Company has consummated a transaction pursuant to any agreement with any person or entity that involves the transfer of ownership of more than fifty percent (50%) of the Company's total assets or earnings power on a consolidated basis, as reported in the Company's consolidated financial statements filed with the Securities and Exchange Commission (including an agreement for the acquisition of the Company by merger, consolidation, or statutory share exchange regardless of whether the Company is intended to be the surviving or resulting entity after the merger, consolidation, or statutory share exchange or for the sale of substantially all of the Company's assets to the person or entity), (b) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination or combination of these transactions, the persons who were trustees of the Company before such transactions cease to constitute a majority of the Board, or any successor's board, within two years of the last such transaction, (c) any person or entity is or becomes an Acquiring Person, or
(d) during any period of two consecutive calendar years, the Continuing Trustees cease for any reason to constitute a majority of the Board. For purposes of the preceding sentence, "Continuing Trustee" means any member of the Board, while a member of the Board and (1) who was a member of the Board prior to May 10, 2000 or (2) whose subsequent nomination or election to the Board was recommended or approved by a majority of the Continuing Trustees; and "Acquiring Person" means that (i) a person, considered alone or together with all Affiliates and associates of that person or entity, becomes directly or indirectly the beneficial owner of securities representing at least twenty percent (20%) of the Company's outstanding securities entitled to vote generally in the election of the Board, or (ii) a person or entity enters into an agreement that would result in that person or entity satisfying the conditions in subsection (i) or that would result in an Affiliate's failure to be an Affiliate.

5. "Competitive Activity" means engaging in directly, through an Affiliate, or being employed by any entity undertaking, or otherwise undertaking to do any of the following: (i) Acquisition of Office or Industrial Property, Office or Industrial Property Ownership or Leasing, (iii) Office or Industrial Property Construction, (iv) Office or Industrial Property Entitlements, (v) Speculation, or (vi) Office or Industrial Property Management and Operation.

6. "Effective Date" shall mean May 10, 2000.

7. "Employment Term" means the Initial Term, as herein defined, and the successive annual renewals of this Agreement until terminated. The initial term of the Executive's employment hereunder (the "Initial Term") shall be for a period of three years, commencing on the Effective Date and continuing until the third anniversary of the Effective Date, unless terminated earlier as provided herein. After the third anniversary of the Effective Date, the term shall be automatically renewed for successive one year periods unless otherwise terminated as provided herein.

8. "Good Reason" shall mean:

(a) the Executive's relocation more than fifty (50) miles from the Executive's primary office, without such Executive's consent;

(b) a material adverse alteration in the nature, title or status of his position;

(c) a reduction by the Company of the Executive's annual base salary or target bonus;

(d) an assignment of duties to the Executive that are materially inconsistent with his job description; or

(e) the intentional breach by the Company of any material provision of this Agreement that continues for a period of 14 days after the Independent Trustees on the Board receive written notice of such breach.

9. "Independent Trustee" shall mean a member of the Board who is defined as an "Independent Trustee" in the Amended and Restated Declaration of Trust of the Company, which is attached as Exhibit 3.1 to the Company's Registration Statement on Form S-11 (File No. 333-9863), as filed with the Securities and Exchange Commission, as amended.

10. "Noncompetition Period" means the period beginning on (a) the date the Executive has terminated his employment without Good Reason
(excluding a resignation for any reason or no reason after a Change in Control) or (b) the date the Executive experiences a Termination With Cause, and ending two years from the date of either such termination of employment.

11. "Office or Industrial Property" means any Property that is used in whole or in part for office or industrial space or office or industrial related purposes, whether in fee or leasehold, together with all improvements and fixtures now or hereafter located thereon, all rights, privileges and easements appurtenant thereto, and all tangible and intangible personal property used in connection therewith.

12. "Office or Industrial Property Construction" means the construction, renovation or repair of improvements on an Office or Industrial Property by Executive or an Affiliate of Executive.

13. "Office or Industrial Property Entitlements" means engaging in the process by which a person with an interest in an Office or Industrial Property obtains necessary or desirable governmental approvals, licenses, permits, entitlements or agreements for the commencement of Office or Industrial Property Construction.

14. "Office or Industrial Property Management and Operation" means engaging in directly or through an Affiliate, or being employed by any entity undertaking, or otherwise undertaking the day-to-day management and operation of an Office or Industrial Property, whether pursuant to a master lease, management agreement or any other arrangement.

15. "Property" means any real property or any interest therein.

16. "Speculation" means engaging in the activity of soliciting, seeking to acquire, obtaining an option or a first right of refusal to acquire, or acquiring any interest in a Office or Industrial Property with the intention at any time of acquiring (or obtaining an option or a first right of refusal to acquire) or holding an Office or Industrial Property for subsequent sale or other transfer to any person for purposes of Competitive Activity.

17. "Termination Without Cause" means the termination of the Executive's employment by the Company for any reason other than Voluntary Termination or Termination With Cause.

18. "Termination With Cause" means the termination of the Executive's employment by act of the Board for any of the following reasons:

(a) willful misconduct of the Executive in connection with the performance of any of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its Affiliates or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or any of its Affiliates;

(b) conduct by the Executive that would result in material injury to the reputation of the Company if he were retained in his position with the Company, including, without limitation, conviction of a felony under the laws of the United States or any State thereof, or of an equivalent crime under the laws of any other jurisdiction, bankruptcy, insolvency or general assignment for the benefit of his creditors;

(c) continued or deliberate neglect by the Executive of any of his duties hereunder;

(d) any failure to comply substantially with any written rules, regulations, policies or procedures of the Company, if such non-compliance could be expected to have a material and adverse effect on the Company's business and which has not been cured after reasonable notice;

(e) any willful failure to comply with the Company's internal policies regarding insider trading or insider dealing which has not been cured after reasonable notice; or

(f) any material breach of this Agreement which has not been cured after notice and a reasonable opportunity to be heard.

19. "Voluntary Termination" means the Executive's voluntary termination of his employment hereunder for any reason other than Good Reason.

B. THE EMPLOYMENT RELATIONSHIP.

1. Employment. The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of President and Chief Executive Officer of the Company to serve for the Employment Term (as herein defined), subject to earlier termination as herein provided.

2. Services. The Executive shall devote a significant portion of his time, attention and effort to the Company's affairs. Specifically, the Executive shall have complete management authority and responsibility with respect to the day-to-day operations and long-term management of the Company and its Office and Industrial Properties, as well as implementation of the long-range growth strategy of the Company, consistent with directions from the Board. The Executive shall have full authority and responsibility, subject to the general direction, approval and control of the Board for formulating policies of and administering the Company and its Properties. He shall have the authority to hire and fire Company personnel, to retain consultants when he deems necessary to implement the Company's policies, to execute contracts on behalf of the Company in the ordinary course of business and to negotiate for and cause the Company to acquire new Properties at the direction of the Board. As used herein, "a significant portion of his time, attention and effort" shall mean substantially all of the Executive's working time devoted to business activities.

3. Compensation. (a) The Company initially shall pay the Executive for his services an annual base salary of $310,000, to be paid in semi-monthly payments, subject to any increases in base compensation as approved by the Compensation Committee of the Board (the "Compensation Committee")

(b) In addition, the Company may from time to time pay the Executive incentive compensation, including, but not limited to, share options, restricted shares or cash bonuses, in accordance with the Company's 1996 Share Incentive Plan, any subsequent annual share incentive plans adopted by the Compensation Committee and other rules and criteria established by the Compensation Committee of the Board.

4. Benefits. The Company agrees to provide the Executive with the following benefits during the Term of this Agreement:

(a) Vacation. The Executive shall be entitled each year to four weeks vacation, during which time his compensation shall be paid in full.

(b) Employee Benefits. The Executive shall be entitled to all rights, benefits and privileges to which other management level employees of the Company are entitled, including, but not limited to, any retirement, pension, profit-sharing, insurance, hospital or other plans which may now be in effect or which may hereafter be adopted by the Company.

(c) Tax and Estate Planning. The Company shall provide the Executive with annual personal tax and estate planning services.

(d) Country Club Fees. The Company shall reimburse the Executive for his membership dues at the Northwood Club in Dallas, Texas.

5. Expenses. The Company recognizes that the Executive will have to incur certain out-of-pocket expenses, including, but not limited to, travel expenses, related to his services and the Company's business, and the Company agrees to reimburse the Executive for all reasonable expenses necessarily incurred by him in the performance of his duties upon presentation of a voucher or documentation indicating the amount and business purposes of any such expenses.

6. Termination in Case of Death or Disability. In case of the Executive's death or permanent disability (defined as complete physical or mental inability, confirmed by a licensed physician, to perform substantially all of the services described herein that continues for a period of 180 consecutive days), the Company may elect to terminate the Executive pursuant to the terms of Section B, Paragraph 8 hereof.

7. Termination With Cause; Voluntary Termination. The Company may terminate this Agreement upon a determination that an event has occurred within the definition of Termination With Cause; provided, however, in the case of a Termination With Cause based upon clauses (b) or (c) of such definition, the Company shall provide the Executive written notice of such grounds for termination, and the Executive shall have a period of 14 days to cure such cause to the reasonable satisfaction of the Board. If the Executive shall suffer Termination With Cause or shall cease being an employee of the Company on account of a Voluntary Termination, then the Executive shall receive accrued compensation until the effective date of such Voluntary Termination or Termination without Cause and shall not be entitled to any compensation after the effective date of such Voluntary Termination or Termination With Cause (except compensation accrued but unpaid on the date of such event) . Any continued rights and benefits the Executive may have under employee benefit plans and programs of the Company upon such a termination, if any, shall be determined in accordance with the terms of such plans and programs provided however, that the Executive, including his immediate, family shall be able to continue to participate in the Company's medical/health insurance or coverage program with the same level of benefits as he was entitled to receive immediately prior to the time of termination, but the Executive shall bear all costs of such medical/health insurance or coverage. Any period during which benefits are continued pursuant to this Paragraph 7 of Section B shall be considered to be in satisfaction of the Company's obligation to provide "continuation coverage" pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Paragraph 7 of Section B.

8. Death or Disability; Termination Without Cause; or Termination of Employment by Executive for Good Reason. If the Executive shall suffer a termination of employment due to death or disability or a Termination Without Cause or shall terminate his employment for Good Reason, then the Company: (i) shall pay the Executive, (a) in the case of a termination of employment due to death or disability, cash compensation in a lump sum equal to one year's base salary, based on the Executive's base salary at the time of such death of termination due to disability; or (b) in the case of a Termination Without Cause or a termination of employment by Executive for Good Reason, cash compensation in a lump sum equal to the sum of (x) two years' base salary (based on the Executive's base salary at the time of such Termination Without Cause or termination by the Executive for Good Reason) and (y) two times the sum of (A) the Executive's pro forma annual cash bonus as calculated for the year 2000 and (B) the average of the current value of the long-term incentives earned in the two years prior to the termination of employment; and (ii) continue to provide for a period of three years after such death, disability or termination, at its expense, on behalf of the Executive and his dependents and beneficiaries (a) annual physicals, medical, health, dental and prescription drug benefits, (b) long-term disability coverage, (c) life insurance and other death benefits coverage, and (d), all the benefits and privileges set forth in subparagraphs
(c) and (d) of Paragraph 4 of Section B. For the same three-year period (except in the case of death), the Executive shall be entitled to retain, at the Company's expense, his current office or a similar office and a secretary. The coverage and benefits (including deductibles, costs and contributions by the Executive, if any) provided under this Paragraph 8 of Section B shall be no less favorable to the Executive and his dependents and beneficiaries than the most favorable of such coverage and benefits provided the Executive and his dependents and beneficiaries during the 90-day period immediately prior to such death, disability or termination. The obligation under this Paragraph 8 of
Section B with respect to the foregoing benefits shall be limited if the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce or eliminate the coverage and benefits it is required to provide the Executive hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive than the coverage and benefits required to be provided hereunder. Any continued rights and benefits that the Executive, or the Executive's estate or other legal representatives, may have under employee benefit plans and programs of the Company upon such death, disability or termination shall be determined in accordance with the terms and provisions of such plans and programs. The foregoing notwithstanding, if the Executive has received, or is entitled to receive, the payments under Paragraph 9 of Section B, no payments or benefits shall be payable under this Paragraph 8. Any period during which benefits are continued pursuant to this Paragraph 8 of Section B shall be considered to be in satisfaction of the Company's obligation to provide "continuation coverage" pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Paragraph 8 of Section B.

9. Change in Control. Within fifteen (15) days of a Change in Control, the Company shall pay Executive a lump sum payment that equals three times the sum of (i) the Executive's then-current annual base salary, and (ii) the average of: (x) the Executive's pro forma annual cash bonus as calculated for the year 2000 and (y) the current value of the long-term incentives earned in the two years prior to the Change in Control. In addition, after a Change in Control, the Executive may resign for any reason or no reason, and the Company shall continue to provide for a period of three years after such resignation, at its expense, on behalf of the Executive and his dependents and beneficiaries (i) annual physicals, medical, health, dental and prescription drug benefits, (ii) long-term disability coverage, (iii) life insurance and other death benefits coverage, and (iv), all the benefits and privileges set forth in subparagraphs
(c) and (d) of Paragraph 4 of Section B. For the same three-year period (except in the case of death), the Executive shall be entitled to retain, at the Company's expense, his current office or a similar office and a secretary. The coverage and benefits (including deductibles, costs and contributions by the Executive, if any) provided under this Paragraph 9 of Section B shall be no less favorable to the Executive and his dependents and beneficiaries than the most favorable of such coverage and benefits provided the Executive and his dependents and beneficiaries during the 90-day period immediately prior to the Change in Control or as of any date following the Change in Control but preceding the Executive's resignation. The obligation under this Paragraph 9 of
Section B with respect to the foregoing benefits shall be limited if the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce or eliminate the coverage and benefits it is required to provide the Executive hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive than the coverage and benefits required to be provided hereunder. Any period during which benefits are continued pursuant to this Paragraph 9 of Section B shall be considered to be in satisfaction of the Company's obligation to provide "continuation coverage" pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Paragraph 9 of Section B.

10. Gross-Up Payment.

(a) In the event it shall be determined that any payment or distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such person, whether paid or payable or distributed or distributable pursuant to any of the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

(b) All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Subparagraph (b), including determinations as to whether a Gross--Up Payment is required, the amount of such Gross-Up Payment and amounts relevant to the last sentence of this Subparagraph (b), shall be made by an independent accounting firm selected by the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"), which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and the Executive by no later than ten (10) days following the Change in Control, or such earlier time as is requested by the Company or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm

determines that no Excise Tax is payable by the Executive, it shall furnish the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (1) the Executive shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Paragraph 10 of Section B, which is to make the Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive repaying to the Company an amount which is less than the Overpayment.

C. AGREEMENT NOT TO COMPETE.

Except as explicitly provided herein, the Executive agrees, for the entire Employment Term and, if applicable, the entire Noncompetition Period, to the following covenants, effective within the United States:

1. Competitive Activity Restriction. Executive, personally or through any Affiliate of Executive, shall not conduct any Competitive Activity other than through the Company, unless a majority of the Board, which majority must include a majority of the Independent Trustees, have determined that such Competitive Activity will not have a material adverse effect on the operations of any Office or Industrial Property that the Company either owns or has a right to acquire. Notwithstanding any other provision of this Agreement, the Executive agrees that, during the time he is employed by the Company, the Executive shall present to the Company all opportunities that arise to engage in Competitive Activities.

2. No Beneficial Ownership. Executive shall not beneficially own directly or indirectly any beneficial interest in any entity engaged in any Competitive Activity other than the Company, except for any interest in a company traded on a nationally recognized public securities exchange (including The NASDAQ National Market), provided such interest does not exceed five percent of the outstanding capital stock of such company.

3. Loans. Executive shall not directly or indirectly make any loan to, or hold any note evidencing a loan from, any entity engaged in any Competitive Activity.

4. Competitive Entity. Executive shall not be a director or trustee, officer, or employee of, or consultant to (whether for compensation or not) any entity engaged in any Competitive Activity.

5. Notification to Independent Trustees. If Executive or any Affiliate of Executive desires to engage in any Competitive Activity, Executive shall describe fully the proposed activity in a written notice (the "Disclosure Notice") to the Company and the Independent Trustees. A Disclosure Notice shall only pertain to a specific proposed project and the referenced proposed project shall be described therein with specificity as to timing, location, scope and the extent of Executive's involvement, financially and in terms of his time commitment. A Disclosure Notice may not request approval for any conceptual or non--project specific activity or for any activity that is prohibited by this Agreement.

To the Company:      Prentiss Properties Trust
                     3890 West Northwest Highway, Suite 400
                     Dallas, Texas 75220
                     Phone (214)761-1440

To the Executive:    Thomas F. August
                     6115 Oakcrest Road
                     Dallas, Texas 75248
                     Phone (214)369-9101

2. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and shall not be modified in any manner except by instrument in writing signed, by or on behalf of, the parties hereto. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

3. Effective Date. Notwithstanding the date of this Agreement, the terms and provisions of and rights and obligations under this Agreement shall become effective on the Effective Date.

4. Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.

5. Assignment. The Executive acknowledges that his services are unique and personal. The Executive may not assign his rights or delegate his duties or obligations under this Agreement except (a) his rights to compensation and benefits hereunder may be transferred by will or operation of law and (b) his rights under employee benefit plans or programs described in Section B, Paragraph 4(b) may be assigned or transferred in accordance with the terms of such plans or programs, or regular practices thereunder. The Executive's rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon the Executive's heirs and personal representatives.

6. Titles and Headings. Titles and headings to sections and paragraphs in this Agreement are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

8. Amendments. No amendment, modification or supplement to this Agreement shall be binding on any of the parties hereto unless it is in writing and signed by the parties in interest at the time of the modification, and further provided any such modification is approved by a majority of the Independent Trustees.

9. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties to this Agreement and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or action or other right in excess of those existing without reference to this Agreement.

10. Maximum Legal Enforceability; Time of Essence. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Agreement, each party hereto acknowledges that damages would not be an adequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable. Time shall be of the essence as to each and every provision of this Agreement.

11. Specific Performance. The Executive acknowledges that the obligations undertaken by him pursuant to this Agreement are unique and that the Company will not have an adequate remedy at law if he shall fail to perform any of his obligations hereunder, and the Executive therefore confirms that the Company's right to specific performance of the terms of this Agreement is essential to protect the rights, interest and goodwill of the Company. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all obligations,

covenants, agreements and other provisions of this Agreement specifically performed by the Executive, and the Company shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by the Executive. The Executive acknowledges that the Company will have the right to have the provisions of this Agreement enforced in any court of competent jurisdiction, it being agreed that any breach or threatened breach of this Agreement would cause irreparable injury to the Company and its business and that money damages would not provide an adequate remedy to the Company.

12. Operations of Affiliated Parties. The Executive agrees that he will refrain from authorizing any Affiliate to perform any activities that would be prohibited by the terms of this Agreement if they were performed by him. Notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required by the terms of this Agreement to violate any fiduciary duty existing on the date hereof that he owes to a third party.

13. Further Assurances. The parties to this Agreement will execute and deliver or cause the execution and delivery of such further instruments and documents and will take such other actions as any other party to the Agreement may reasonably request in order to effectuate the purpose of this Agreement and to carry out the terms hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

THE EXECUTIVE

/s/ Thomas F. August
---------------------------------------
Thomas F. August

THE COMPANY

PRENTISS PROPERTIES TRUST

By:  /s/ Lawrence A. Wilson
     ----------------------------------

         Its:
              -------------------------

EXHIBIT 10.26

FIRST AMENDMENT
TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment to the Amended and Restated Employment Agreement (this "AMENDMENT"), dated October 3, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the "COMPANY"), and Thomas F. August (the "EXECUTIVE").

RECITALS

A. The Company and the Executive entered into that certain Amended and Restated Employment Agreement dated as of May 10, 2000 (the "EMPLOYMENT AGREEMENT"), which provides for, among other things, the provision of certain continuing benefits in the event of the termination of the Executive without cause or a change in control, including but not limited to health insurance benefits, office space, secretary usage and clubs and physicals.

B. In order to more clearly specify the rights of the Executive under the Employment Agreement, the Company and the Executive hereby amend the Employment Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Employment Agreement.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Amendment, and the benefits to be received by the Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby adopt the following as an amendment to the terms of the Employment Agreement:

1. Benefits. The medical, vision, dental, health (including but not limited to annual physicals) and prescription drugs benefits to be provided to the Executive and his Dependents for three years after the date of the Executive's death, disability or Termination Without Cause, termination of employment by the Executive or the resignation of the Executive after a Change of Control (such three-year period, the "CONTINUATION PERIOD") at the Company's expense in accordance with Paragraphs 8 and 9 of Section B of the Employment Agreement are hereby agreed to refer to medical, vision, dental, health and prescription drugs benefits, long-term disability coverage and life insurance and other death benefit coverage that are no worse than the level of such benefits and policies provided to the Executive by the Company as of the date of this Amendment and the current terms thereof, including but not limited to similar deductibles, co-payments and solvency and rating of the insurance company providing coverage, all as set forth on Schedule A attached hereto. The Executive shall be able to participate in the Company's benefit plans or the benefit plans of any successor or assign, including but not limited to any deferred compensation plans, after any Change in Control if he is retained as trustee, consultant or otherwise. The Executive will also be entitled to maintain any deferrals made in the Company's deferred compensation plan or any successor plans (with any balance in the current plans being rolled over into such successor plan) without payment of any taxes or penalties.

2. Post Continuation Period Benefits. The Executive shall have the right, in his sole discretion, to extend the medical, vision, dental, health and prescription drugs insurance benefits provided under the Employment Agreement after the expiration of the Continuation Period for an indefinite period of time; provided, however, the Company will not bear the premiums related to such insurance after the expiration of the Continuation Period, but the Company shall use its best efforts to obtain the group rate or otherwise to negotiate a low rate for participation in such insurance for the Executive.

3. Offices. Paragraph 8 and 9 of Section B of the Employment Agreement provide that the Executive shall be entitled to retain his current or a similar office during the Continuation Period. The Executive's current office, conference room and staff offices have the dimensions specified in Schedule B attached hereto. For the purposes of clarification of what constitutes the above "similar office," the office to be provided to the Executive for the Continuation Period at the Company's expense is hereby agreed to refer to an office of the Executive's choosing located in a grade A office building in Dallas, Texas or the surrounding area that is exterior office space and is not less than the square footage specified in Schedule B. Such offices shall contain at least the same level of amenities as the Executive's current office, have staff offices that are contiguous with the Executive's offices and accommodate all of the office equipment that the Executive determines to be necessary for such offices. The offices provided during the Continuation Period shall not be located in the office building in which they are currently located. The Executive shall have such rights as are traditionally afforded to other tenants in the building in which such office shall be provided, including tenant improvements of at least $40.00 per square foot. The Executive shall be entitled to at least three parking places free of charge adjacent to his office.

4. Staff. The secretary to be provided in accordance with Paragraphs 8 and 9 of Section B of the Employment Agreement shall be the Executive's current secretary or any such replacement secretary as the Executive may name in his sole discretion from time to time during the Continuation Period. During the Continuation Period, the secretary shall, at sole option of the Executive, be employed by the Company and shall be compensated and provided benefits by the Company at least at the rates and terms that he or she currently receives, including participation in the 401(k) plan and cafeteria plan, as of the date of this Amendment as set forth on Schedule C with raises and annual bonuses consistent with past practices. Any replacements of the secretary during the Continuation Period may, in Executive's sole discretion, be compensated by the Company up to the same rate as his or her predecessor during the remainder of the Continuation Period and provided bonuses and raises up to the amounts provided to past secretaries of the Executive. At the Executive's sole discretion, the Executive may use the services of the secretary provided to Michael V. Prentiss pursuant to the terms of his employment agreement, as amended, but the Executive shall not waive any rights hereunder as a result of using such secretary at any time during the Continuation Period.

5. Tax and Estate Planning. The tax and estate planning services to be provided during the Continuation Period in accordance with Paragraphs 4(c), 8 and 9 of Section B of the Employment Agreement shall be provided by a third party not affiliated with the Company selected by the Executive in his sole discretion. It is understood and acknowledged by both parties that the initial costs for providing such tax and estate planning services may be significant and all such costs during the Continuation Period shall be paid by the Company.

6. Dues. In accordance with Paragraphs 4(d), 8 and 9 of Section B of the Employment Agreement, the Company will continue to reimburse the Executive during the Continuation Period for all of the country club fees and dues set forth on Schedule D, with such increases as are required from such clubs to maintain the level of rights and privileges as the Executive enjoys as of the date of this Amendment. The Executive shall have the right to purchase a golf membership at Dallas National Golf Club from the Company upon the expiration of the Continuation Period for $125,000.00.

7. Employment Agreement. This Amendment is intended to clarify and specify certain rights and privileges of Executive set forth in the Employment Agreement. The Employment Agreement shall continue in full effect after giving effect to this Amendment.

8. Entire Agreement; Amendment; Assignment. This Amendment, along with the Employment Agreement, constitute the entire understanding between the parties hereto with respect to the subject matter hereof. This Amendment shall not be modified in any manner other than pursuant to a writing signed by or on behalf of the parties hereto. This Amendment shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. The Executive may not assign his rights except his rights to benefits hereunder may be transferred by will or operation of law.

9. Applicable Law. This Amendment will be governed and construed in accordance with the laws of the State of Texas.

10. Titles and Headings. Titles and headings to sections and paragraphs in this Amendment are inserted for reference only and are not intended to be a part of or to affect the meaning or interpretation of this Amendment.

11. No Third-Party Beneficiaries. This Amendment is solely for the benefit of the parties to this Amendment and, except to the extent the Company is affected hereby, should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or actions or other right in excess of those existing without reference to this Amendment.

12. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together constitute one and the same instrument.

13. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Amendment, each party hereto acknowledges that the obligations of the parties hereto shall be specifically enforceable.

14. Further Assurances. The parties hereto will execute and deliver or cause to be executed and delivered such further instruments and documents and will take such other actions as any other party to this Amendment may reasonably request in order to effectuate the purpose of this Amendment and the Employment Agreement and to carry out the terms thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.

THE EXECUTIVE

/s/ Thomas F. August
----------------------------------
Thomas F. August

THE COMPANY

PRENTISS PROPERTIES TRUST

By: /s/ Michael V. Prentiss
    ------------------------------
Name:  Michael V. Prentiss
Title: Chairman

EXHIBIT 10.27

SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Second Amendment to the Amended and Restated Employment Agreement (this "SECOND AMENDMENT"), dated effective as of December 21, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the "COMPANY"), and Thomas F. August (the "EXECUTIVE").

RECITALS

A. The Company and the Executive entered into that certain Amended and Restated Employment Agreement dated as of May 10, 2000 (the "EMPLOYMENT AGREEMENT"), which provides for, among other things, the provision of certain continuing benefits in the event of the termination of the Executive without cause or a Change in Control (as defined in the Employment Agreement), including but not limited to health insurance benefits, office space, secretary usage and clubs and physicals.

B. The Company and the Executive entered into that certain First Amendment to the Employment Agreement dated as of October 3, 2005 (the "FIRST AMENDMENT") to more clearly specify the rights of the Executive under the Employment Agreement.

C. In order to accelerate the payment of amounts due under the Employment Agreement, as clarified by the First Amendment (the "AMENDED EMPLOYMENT AGREEMENT"), the Company and the Executive hereby enter into this Second Amendment.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Second Amendment, and the benefits to be received by the Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto adopt the following as an amendment to the terms of the Amended Employment Agreement:

1. The Company shall pay the amount payable under Paragraph 9 of Section B of the Amended Employment Agreement to the Executive no later than December 31, 2005.

2. The Company and the Executive have determined the monetary value of the benefits described in Paragraphs 5 and 6 of the First Amendment (respectively, tax and estate planning and dues) to be the amounts set forth on Schedule A. The Company shall pay the amounts on Schedule A to the Executive no later than December 31, 2005. Upon receipt by Executive of such payments, the Company shall have no further obligation to Executive under (i) Paragraphs 4(c), 8 and 9 of
Section B of the Employment Agreement (to the extent such relates to tax and estate planning) and Paragraph 5 of the First Amendment and (ii) Paragraphs
4(d), 8 and 9 of Section B of the Employment Agreement (to the extent such relates to country club fees) and Paragraph 6 of the First Amendment.

3. Employment Agreement. This Second Amendment is intended to clarify and specify certain rights and privileges of Executive set forth in the Amended Employment Agreement. The Amended Employment Agreement shall continue in full effect after giving effect to this Second Amendment. Executive shall be deemed to have resigned effective upon the consummation of the REIT Merger (as defined in the Agreement and Plan of Merger, dated as of October 3, 2005, by and among the Company, Brandywine Realty Trust, a Maryland real estate investment trust, Brandywine Operating Partnership, L.P., a Delaware limited partnership, Brandywine Cognac I LLC, a Maryland limited liability company, Brandywine Cognac II LLC, a Delaware limited liability company, and Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership).

4. Entire Agreement; Amendment; Assignment. This Second Amendment, along with the Amended Employment Agreement, constitute the entire understanding between the parties hereto with respect to the subject matter hereof. This Second Amendment shall not be modified in any manner other than pursuant to a writing signed by or on behalf of both of the parties hereto. This Second Amendment shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. The Executive may not assign his rights except his rights to benefits hereunder may be transferred by will or operation of law.

5. Applicable Law. This Second Amendment will be governed and construed in accordance with the laws of the State of Texas.

6. Titles and Headings. Titles and headings to sections and paragraphs in this Second Amendment are inserted for reference only and are not intended to be a part of or to affect the meaning or interpretation of this Second Amendment

7. No Third-Party Beneficiaries. This Second Amendment is solely for the benefit of the parties to this Second Amendment and, except to the extent the Company is affected hereby, should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or actions or other right in excess of those existing without reference to this Second Amendment.

8. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together constitute one and the same instrument.

9. Severability. Any provision of this Second Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Second Amendment, each party hereto acknowledges that the obligations of the parties hereto shall be specifically enforceable.

10. Further Assurances. The parties hereto will execute and deliver or cause to be executed and delivered such further instruments and documents and will take such other actions as any other party to this Second Amendment may reasonably request in order to effectuate the purpose of this Second Amendment and the Amended Employment Agreement and to carry out the terms thereof.

11. Section 409A Tax Gross-Up.

(a) In the event it shall be determined that the payment of the amounts referred to in Section 1 and Section 2 herein in 2005 (the "2005 PAYMENTS") is or will be subject to the excise tax imposed by
Section 409A of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such payment or excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), then the Executive shall be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including but not limited to, any income tax, employment tax or Excise Tax, imposed upon the Gross Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the 2005 Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence (or, if greater, the state and locality in which the Executive is required to file a nonresident income tax return with respect to the 2005 Payment) on the date of termination, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

(b) If it is finally determined that any of the 2005 Payments are subject to Excise Tax any determinations as to the amount of the Gross-Up Payment shall be made by an independent accounting firm selected by the Company (the "ACCOUNTING FIRM"), which shall provide its determination (the "DETERMINATION"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and the Executive by no later than ten (10) days following such final determination, or such earlier time as is requested by the Company or the Executive (if the Executive reasonably believes that any of the 2005 Payments may be subject to the Excise Tax). If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error.

(c) If a claim by a federal, state or local taxing authority is made against the Executive, and if the Executive intends to seek a Gross-Up Payment with respect thereto under this Section, the Executive shall promptly notify (i) the Company in writing of such claims, setting forth such claims in reasonable detail and providing copies of any written documentation provided by the taxing authority in connection with its claims. The Company shall have fifteen (15) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Executive shall cooperate with it in connection therewith; provided, that the Executive may participate in such settlement or defense through counsel chosen by the Executive and paid at his own expense. So long as the Company is reasonably contesting any such claim in good faith, the Executive shall not pay or settle any such claim without the consent of the Company, which consent shall not be unreasonably withheld. If the Company does not notify the Executive in writing within fifteen (15) days after receipt of the Company's written notice of a claim to a Gross-Up Payment hereunder that it elects to undertake the defense thereof, the Executive shall have the right to undertake, at the Company's cost, risk and expense, the defense, compromise or settlement of the claim, but shall not thereby waive any right to a Gross-Up Payment therefore pursuant to this Agreement. The Company shall pay the Executive's expenses as and when incurred.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first written above.

THE EXECUTIVE

/s/ Thomas F. August
-----------------------------------------
Thomas F. August

THE COMPANY

PRENTISS PROPERTIES TRUST

By: /s/ Gregory S. Imhoff
    -------------------------------------
Name:  Gregory S. Imhoff
Title: Senior Vice President, General
       Counsel and Secretary

EXHIBIT 10.28

ALTERNATIVE ASSET PURCHASE AGREEMENT

This ALTERNATIVE ASSET PURCHASE AGREEMENT is entered into as of this 5th day of January, 2006 among BRANDYWINE COGNAC I LLC, a Delaware limited liability company ("MERGER SUB"), BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("BRANDYWINE OP"), PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership ("OPERATING PARTNERSHIP"), PRENTISS PROPERTIES REAL ESTATE FUND I, L.P., a Delaware limited partnership ("OTHER SELLER" and, collectively with Operating Partnership, Merger Sub and Brandywine OP, "SELLER") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (together with its successors and assigns, "PRUDENTIAL").

RECITALS

Reference is made to the Agreement and Plan of Merger dated as of October 3, 2005 by and among Brandywine Realty Trust, Brandywine OP, Merger Sub, Brandywine Cognac II, LLC, Prentiss Properties Trust and Operating Partnership (as it may be amended, the "MERGER AGREEMENT") and the Master Agreement dated as of October 3, 2005 between Brandywine OP and Prudential (as amended, the "MASTER AGREEMENT"). This Agreement is referred to in the Master Agreement as the "ALTERNATIVE ASSET PURCHASE AGREEMENT" and is being delivered in connection with the Merger Agreement and the Master Agreement, in each case subject to the terms and conditions hereof.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto hereby agree as follows:

Section 1. Capitalized Terms. Capitalized terms used in this Agreement without definition shall have the respective meaning given them in the Merger Agreement.

Section 2. Effectiveness of this Agreement. Notwithstanding anything to the contrary, including, without limitation, the execution and delivery of this Agreement as of the date hereof, this Agreement shall not become effective unless and until the following condition is are satisfied: each of Operating Partnership and Brandywine OP has delivered to Prudential a certification, in form and substance reasonably satisfactory to Prudential, that confirms that all conditions to such party's and its affiliates' obligations to effect the REIT Merger and the OP Merger have been irrevocably satisfied or waived in writing (the "EFFECTIVENESS CONDITIONS"). Upon the occurrence of the Effectiveness Conditions, this Agreement shall become fully effective as if executed and delivered as of such date.

Section 3. Identification of Specified Assets and Specified Interest. Listed on Exhibit A hereto are certain properties (collectively, the "FEE OWNED PROPERTIES"), which are owned by the entities listed on Exhibit A as the owners thereof (each, a "PROPERTY OWNER"). Listed on Exhibit B hereto is a property commonly known as High Bluff Ridge located in Del Mar, California (the "JOINT VENTURE OWNED PROPERTY") owned by the entity listed thereon as

the owner thereof (the "JOINT VENTURE PROPERTY OWNER"). The Fee Owned Properties and all of the right, title and interest of the Company or its Affiliate (the "JOINT VENTURE INTEREST OWNER") in the Joint Venture Owned Property (the "JOINT VENTURE INTEREST") shall be conveyed to one (1) or more entities designated by Prudential (each such entity, a "TRANSFEREE") in accordance with the terms of this Agreement. The Fee Owned Properties are more particularly described below and are referred to in this Agreement with the following and with the Joint Venture Interest, collectively, as the "SPECIFIED ASSETS":

(a) All of that land more particularly described on Exhibit C and all improvements located thereon (the "REAL PROPERTY");

(b) All right, title and interest, if any, of the applicable Property Owner, in and to any land lying in the bed of any street, road or access way, opened or proposed, in front of, at a side of or otherwise adjoining the Real Property;

(c) All right, title and interest of the applicable Property Owner, reversionary or otherwise, in and to all easements in, upon or benefiting the Real Property and all other rights and appurtenances belonging or in any wise pertaining thereto;

(d) Any condemnation award to be made after the date of this Agreement for any claim of condemnation hereafter occurring, in connection with the Real Property and/or the other interests described in the foregoing subparagraphs 10.01(a) through (c), of this Section 3, and in and to any award for damage hereafter occurring to the Real Property and/or such interests;

(e) All right, title and interest of the applicable Property Owner in and to any permits, approvals, agreements, rights and entitlements pertaining to the Real Property, in each of the foregoing cases to the extent assignable;

(f) All right, title and interest of the applicable Property Owner in and to all air rights, water rights and mineral rights with respect to the Real Property or appurtenant to the Real Property;

(g) Any and all rights to the present or future use of wastewater, drainage, water or other utility facilities that pertain to or benefit the Real Property, including, without limitation, all reservations, credits, commitments or letters covering any such use in the future;

(h) All right, title and interest of the applicable Owner in and to any and all reversionary rights attributable to the Real Property;

(i) All right, title and interest of the applicable Property Owner in and to all consents, authorizations, variances or waivers, licenses, credits, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality with respect to the Real Property, in each of the foregoing cases to the extent assignable; and

(j) All right, title and interest of the applicable Property Owner in and to all contracts, agreements, plans, specifications, site plans, construction drawings, schematics and

renderings, studies, reports, documents, materials and information, and any other tangible or intangible property, rights and benefits relating to the Real Property, in each of the following cases to the extent assignable.

Section 4. Conveyance of Specified Assets and Joint Venture Interest; Specified Assets Purchase Price. On the Closing Date (such day, the "SPECIFIED ASSETS CLOSING DATE"), Operating Partnership shall cause to be conveyed by each Property Owner and the Joint Venture Interest Owner to the applicable Transferee(s) such Property Owner's Specified Asset(s). The closing under this
Section 4 (the "SPECIFIED ASSETS CLOSING") shall take place at the offices of Pepper Hamilton LLP, Philadelphia, Pennsylvania or through escrow arrangements that are satisfactory to Seller and Prudential. Each such conveyance by a Property Owner shall be made by delivery and recordation of a deed in the applicable form of Exhibit D hereto (each, a "DEED") and delivery and recordation, if applicable, of the other documents and instruments listed in
Section 6. The conveyance of the Joint Venture Interest by the Joint Venture Interest Owner shall be made by delivery of an assignment of interest in the form of Exhibit E hereto (the "ASSIGNMENT OF INTEREST"). In exchange for the conveyance of all of the Specified Assets in accordance with the terms of this Section, Prudential shall pay or cause to be paid to Operating Partnership the sum of $747,650,417 (the "SPECIFIED ASSETS PURCHASE PRICE"), subject to adjustment as provided in this Agreement and less the outstanding balance of any indebtedness on any of the Specified Assets or 70% of the outstanding indebtedness on the Joint Venture Owned Property that is not repaid in full on or before the Specified Assets Closing Date. The Specified Assets Purchase Price, as adjusted as provided herein, shall be paid by wire transfer of immediately available funds pursuant to wiring instructions provided by Operating Partnership to Prudential in writing not less than two (2) business days prior to the Specified Assets Closing Date.

Section 5. Prorations and Adjustments.

(a) Taxes and Assessments. Ad valorem, personal property and similar taxes (including assessments) for the then current tax period relating to the Specified Assets and, to the extent of the Joint Venture Interest, the Joint Venture Owned Property shall be prorated between the applicable Property Owner or other owner and the applicable Transferee at the Specified Assets Closing as of 11:59 p.m. on the day immediately preceding the Specified Assets Closing Date. If the Specified Assets Closing occurs before the tax rate or assessed valuation for a Specified Asset or the Joint Venture Owned Property, as the case may be, is fixed for the then current tax year, apportionment of taxes and other amounts hereunder shall be made on the basis of the tax rate for the preceding year applied to the latest assessed respective valuation of the applicable Specified Asset or the Joint Venture Owned Property, as applicable, and when the tax rate and assessed valuations are fixed for the tax year in which the Specified Assets Closing occurs, Operating Partnership and the applicable Transferee hereby agree to adjust the proration of taxes hereunder and, if necessary, to refund or pay such sums to the other party as shall be necessary to effect such adjustment.

(b) Rents. All rents and other payments from tenants under the Space Leases affecting the Specified Assets or Operating Partnership's or its Affiliate's interest in the Joint Venture Owned Property shall be prorated between the applicable Property Owner and the applicable Transferee as of 11:59
p.m. on the day immediately preceding the Specified Assets Closing Date. Each

Property Owner shall be entitled to all rents, charges, and other revenue of any kind attributable to any period under the Leases affecting its Specified Assets to, but not including, the Specified Assets Closing Date. Each Transferee of a Fee Owned Property shall be entitled to all rents, charges and other revenue of any kind attributable to any period under the Leases affecting its Specified Assets on and after the Specified Assets Closing Date. The Joint Venture Interest Owner and the Transferee thereof shall prorate such rent, charges and other revenue attributable to the Joint Venture Owned Property on a similar basis in accordance with their interests. Rents or other reimbursements due landlord under the Leases affecting Specified Assets not collected as of the Specified Assets Closing Date shall not be prorated at the time of the Specified Assets Closing, but each applicable Transferee shall make a good faith effort (which shall not include bringing legal action against a tenant) to collect the same on the applicable Seller's behalf and to tender the same to Operating Partnership upon receipt (which obligation of such Transferee shall survive the Specified Assets Closing and not be merged therein for a period of four (4) months); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases affecting its Specified Assets collected by a Transferee on or after the Specified Assets Closing Date, less the reasonable costs of collection, shall first be applied to all amounts due under the Leases affecting its Specified Assets at the time of collection (i.e., current rents and sums due such Transferee as the current owner and landlord) with the balance (if any) payable to Operating Partnership, but only to the extent of amounts delinquent and actually due to Operating Partnership. The owner of the Joint Venture Interest and the Transferee thereof shall treat rents and other reimbursements due landlord under the Leases affecting the Joint Venture Owned Property on a similar basis in accordance with their interests.

(c) Security Deposits.

(i) At the Specified Assets Closing, each Transferee will receive a credit against the Specified Assets Purchase Price in an amount equal to the amount of the tenant security deposits which are held in the form of cash by the applicable Property Owner pursuant to the Leases affecting its Specified Assets.

(ii) With respect to any security deposits held by a Property Owner under any Leases affecting its Specified Assets which are in the form of letters of credit, such Property Owner shall (i) deliver to the applicable Transferee at the Specified Assets Closing such letters of credit, (ii) execute and deliver such other instruments as the issuers of such letters of credit shall reasonably require, (iii) cooperate with the applicable Transferee to change the named beneficiary under such letters of credit to such Transferee, and (iv) at the applicable Transferee's request, until such time as such letters of credit have been properly transferred to such Transferee, draw on such letters of credit in accordance with any request therefor made by such Transferee.

(d) Leasing Expenses. At the Specified Assets Closing, each Property Owner shall receive a credit (an upward adjustment) with respect to the Specified Assets Purchase Price for any obligations for (i) brokerage commissions or finders' fees and (ii) tenant improvement allowances, in each case, incurred by such Property Owner in entering into Leases affecting its Specified Assets, that were executed on or after October 3, 2005, and (iii) reasonable legal fees, costs and expenses actually incurred by such Property Owner in entering into Leases affecting its Specified Assets which were executed

on or after October 3, 2005, and with respect to Leases not reflected on Schedule K, as and to the extent that such legal fees, costs and expenses were expressly approved by Prudential in connection with its approval of such Lease. In addition, the applicable Transferee shall be responsible to pay any brokerage commissions which are due and payable subsequent to the Specified Assets Closing Date in connection with any renewal or expansion of a Lease affecting its Specified Assets. Notwithstanding the foregoing, no Property Owner shall receive a credit at the Specified Assets Closing, or otherwise be entitled to any reimbursement at any other time, for any obligations for (i) brokerage commissions or finders' fees, (ii) tenant improvement allowances incurred by such Property Owner in entering into any Leases affecting its Specified Assets that were executed prior to October 3, 2005, or (iii) legal fees, costs or expenses not described in item (iii) of the first sentence of this subsection
(d). In the event that any obligations described in the preceding sentence are not paid in full by the applicable Property Owner as of the Specified Assets Closing Date, the applicable Transferee shall receive a credit against the Specified Assets Purchase Price in an amount equal to the amount of such unpaid obligations which are attributable to the Leases affecting its Specified Assets. The Joint Venture Interest Owner and the Transferee thereof shall prorate any brokerage commissions, finder's fees, tenant improvement allowances, and legal fees attributable to the Joint Venture Owned Property on a similar basis to that described in this subsection (d) in accordance with their interests.

(e) Operating Expenses. Operating expenses, including, without limitation, interest on debt assumed by a Transferee, for the Specified Assets and the Joint Venture Owned Property shall be prorated as of 11:59 p.m. on the day immediately preceding the Specified Assets Closing Date. Each Property Owner shall pay all utility charges and other operating expenses attributable to its Specified Assets to, but not including, the Specified Assets Closing Date, and each Transferee shall pay all utility charges and other operating expenses attributable to its Specified Assets on or after the Specified Assets Closing Date. The Joint Venture Interest Owner and its Transferee shall prorate utility charges and operating expenses attributable to the Joint Venture Owned Property on a similar basis in accordance with their interests. To the extent that the amount of actual consumption of any utility services is not determined prior to the Specified Assets Closing Date, a proration shall be made at the Specified Assets Closing based on the last available reading and post-closing adjustments between each Property Owner or the Joint Venture Interest Owner and the applicable Transferee and thereafter a final proration shall be made as described below in subsection (g). No Property Owner shall assign to any Transferee any deposits which such Property Owner has with any of the utility services or companies servicing the Specified Assets. Each Transferee shall arrange with such services and companies to have accounts opened in its name beginning at 12:01 a.m. on the Specified Assets Closing Date.

(f) Capital Expenditures. Each Transferee shall be entitled to receive a credit against the Specified Assets Purchase Price at the Specified Assets Closing in an amount equal to the amount of capital expenditures, tenant improvement work and other similar expenses which were budgeted to be spent by the applicable Property Owner prior to the Specified Assets Closing Date pursuant to Schedule 5.01 of the Merger Agreement in the event that each of the following conditions is satisfied: (i) such budgeted capital expenditures, tenant improvement work and other similar expenses were not expended by the applicable Seller in accordance with Schedule 5.01 to the Merger Agreement, (ii) the work contemplated by the applicable line item in Schedule 5.01 to the Merger

Agreement was not completed as of the Specified Assets Closing Date to Prudential's satisfaction, and (iii) Prudential has not received an explanation satisfactory to Prudential as to why such work has not been completed as of the Specified Assets Closing Date. The Joint Venture Interest Owner and the Transferee thereof shall prorate any such capital expenditures, tenant improvement work and other similar expenses attributable to the Joint Venture Owned Property on a similar basis to that described in this subsection (f) in accordance with their interests.

(g) Post Closing True Up. The parties agree that all of the prorations required by this Section 5 are, based on the information available to the parties as of Specified Assets Closing Date, as set forth on Schedule K attached hereto. Notwithstanding that agreement, for a period of sixty (60) days following the Specified Assets Closing Date (the "POST CLOSING ADJUSTMENT PERIOD"), each Property Owner, Joint Venture Interest Owner, and each Transferee shall promptly notify each other in the event that such party obtains knowledge that the amount of an item listed in any section of this Section 5 or any estimate thereof as of the Specified Assets Closing Date has proven to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Specified Assets Closing Date). In such event, the Property Owner, Joint Venture Interest Owner, and each Transferee with knowledge of the error shall provide the other parties with notice and reasonable evidence of such error, and the party owing money as a result of such error or adjustment shall thereafter promptly pay to the party owed money as a result of such error or adjustment the sum necessary to correct such error or make such adjustment. Without limiting the foregoing, during the Post Closing Adjustment Period, each Transferee shall have the opportunity to request reasonable evidence that work required by Section 5.01 to the Merger Agreement applicable to its Specified Assets and listed on Schedule K as "Projects Completed" have actually been completed to Transferee's reasonable satisfaction. In the event that a Transferee does not receive evidence that such work has been completed to Transferee's reasonable satisfaction during the Post Closing Adjustment Period, then the applicable Property Owner shall promptly pay the applicable amount reflected on Schedule K for such work to the applicable Transferee.

(h) This Section 5 shall survive the Specified Assets Closing.

Section 6. Delivery of Documents by Operating Partnership On the Specified Assets Closing Date, Operating Partnership and Other Seller shall, notwithstanding anything to the contrary, deliver or cause to be delivered to Prudential the following:

(a) The Deeds and the Assignment of Interest, duly executed and delivered by the applicable Property Owner or the Joint Venture Interest Owner, as the case may be;

(b) All transfer, recordation and similar tax forms required in connection with the Deeds and the Assignment of Interest, in form and substance reasonably satisfactory to Prudential, duly executed and delivered by the applicable Property Owner or the Joint Venture Interest Owner, as the case may be;

(c) A Bill of Sale in the form of Exhibit F hereto (each, a "BILL OF SALE"), duly executed and delivered by each applicable Property Owner;

(d) An Assignment of Leases in the form of Exhibit G hereto (each, an "ASSIGNMENT OF LEASES"), duly executed and delivered by each applicable Property Owner;

(e) An Assignment of Intangibles in the form of Exhibit H hereto (each, an "ASSIGNMENT OF INTANGIBLES"), duly executed and delivered by each applicable Property Owner, together with original copies of all permits, licenses, approvals, contracts and other matters conveyed thereby to the extent reasonably available in Operating Partnership's possession or under Operating Partnership's control;

(f) All on-site books, records, files and keys related to each Specified Asset and the Joint Venture Owned Property;

(g) Such affidavits and indemnities as are customarily required by the title insurance company issuing the title insurance policies on the Specified Assets or the Joint Venture Owned Property, including, without limitation, as to parties in possession, mechanic's liens, a gap closing, if applicable, contest of encumbrances and no transfer of the Specified Assets or Joint Venture Owned Property or grant of any option or similar matter, and evidence of each Property Owner's and the Joint Venture Interest Owner's authority to convey the Specified Assets, which affidavits and indemnities are reasonably satisfactory to Prudential and such title insurance company. Notwithstanding the foregoing, with respect to Specified Assets located in Virginia, no Property Owner of any such Specified Asset shall be required to deliver an affidavit covering mechanic's liens on such Specified Asset to the extent resulting from work of a tenant under a lease affecting such Specified Asset;

(h) A non-foreign affidavit in the form of Exhibit I hereto, duly executed and delivered by each Property Owner and the Joint Venture Interest Owner;

(i) To the extent obtained by Operating Partnership or its affiliates, the Debt Assignment and Assumption Documents (as defined below) duly executed and delivered by Operating Partnership and all parties thereto other than the applicable Transferee, it being acknowledged by Prudential, however, that it shall not be a condition to Prudential's obligation to close under this Agreement that Operating Partnership deliver any Debt Assignment and Assumption documents Operating Partnership has not been able to obtain despite the efforts required under the Merger Agreement;

(j) Notices to all tenants under the Space Leases affecting the Specified Properties in the form of Exhibit J hereto, duly executed by or on behalf of each respective Property Owner;

(k) Such other documents and instruments as are customary for real property sales of comparable property in the applicable jurisdiction and may be reasonably required by Prudential or the title company in connection with the transactions contemplated by this Agreement.

Section 7. Delivery of Documents by Transferees. On the Specified Assets Closing Date, Prudential shall deliver or cause to be delivered to Operating Partnership the following:

(a) The Assignment of Interest, duly executed and delivered by the applicable Transferee;

(b) All transfer, recordation and similar tax forms required in connection with the Deeds and the Assignment of Interest, in form and substance reasonably satisfactory to Prudential, duly executed and delivered by the applicable Transferee;

(c) Each Assignment of Lease, duly executed and delivered by each applicable Transferee;

(d) Each Assignment of Intangibles, duly executed and delivered by each applicable Transferee;

(e) The Debt Assignment and Assumption Documents, duly executed and delivered by the applicable Transferees;

(f) The Closing Statements, duly executed and delivered by each Transferee;

(g) A certification by Prudential that all representations and warranties of Prudential contained in this Agreement are true and correct;

(h) The Specified Assets Purchase Price, as adjusted in accordance with this Agreement; and

(i) Such other documents and instruments as may be reasonably required by Operating Partnership in connection with the transactions contemplated by this Agreement.

Section 8. Assignment. Operating Partnership and Other Seller `acknowledge and agree that Prudential shall have the right to assign all of its right, title and interest in, to and under this Agreement to one (1) or more entities owned or advised by Prudential or any of its Affiliates (Prudential and each of the foregoing, a "TRANSFEREE"). Upon any such assignment, each applicable Transferee shall succeed to all applicable right, title and interest of Prudential under this Agreement, and each applicable Transferee shall assume all applicable obligations of Prudential under this Article first arising from and after the date of such assignment. No such assignment by Prudential shall release Prudential from its obligations under this Agreement.

Section 9. Termination; Remedies. If the Merger Agreement is terminated in accordance with its terms, this Agreement shall be deemed terminated and of no further force or effect, except for any provisions which by their terms are to survive the Specified Assets Closing. Without limiting any other term of this Agreement or any rights at law or in equity, Operating Partnership and Other Seller acknowledge and agree that the terms of this Agreement shall be enforceable by one (1) or more actions in specific performance.

Section 10. Representations and Warranties. Operating Partnership and Other Seller hereby jointly and severally represent and warrant to Prudential, as of the date on which this Agreement becomes effective and as of the Specified Assets Closing Date, as follows:

(a) Neither Operating Partnership nor Other Seller is, and is not an affiliate (as defined in Section V(c) of Prohibited Transaction Class Exemption 84-14 ("PTE 84-14")) of, any of the Trustees of the Western Conference of Teamsters Pension Trust Fund. None of Operating Partnership, Other Seller or any affiliate (within the meaning of Part V(c) of PTE 84-14) of either of them has the authority to appoint or terminate Prudential as investment manager of any assets of the Western Conference of Teamsters Pension Trust Fund or to negotiate the terms of any management agreement with Prudential on behalf of the Western Conference of Teamsters Pension Trust Fund, and neither Operating Partnership nor Other Seller is a participating employer in the Western Conference of Teamsters Pension Trust Fund. The transaction contemplated by this Agreement (the "TRANSACTION") is not specifically excluded by

Part I(b) of PTE 84-14. Neither Operating Partnership nor

Other Seller is a related party of Prudential (as defined by Part V(h) of PTE 84-14). The terms of the Transaction have been negotiated and determined at arm's length, as such terms would be negotiated and determined by unrelated parties.

(b) Neither Operating Partnership nor Other Seller is a party in interest (as defined in Section 3(14) of ERISA) with respect to the Virginia Retirement System, the PRISA II 10% Plan or any of the PRISA III 10% Plans (all as defined below), other than by reason of providing services to the Virginia Retirement System, a PRISA II 10% Plan or a PRISA III 10% Plan, as the case may be, or by reason of a relationship to such a service provider described in Section 3(14)(F), (G), (H) or (I) of ERISA. Further, neither Operating Partnership nor Other Seller exercises discretionary authority, control, responsibility or influence with respect to the investment of assets of the Virginia Retirement System, the PRISA II 10% Plan in Prudential Property Investment Separate Account II ("PRISA II") or a PRISA III 10% Plan in Prudential Property Investment Separate Account III ("PRISA III") or has discretionary authority, control, responsibility or influence with respect to the management or disposition of the assets of the Virginia Retirement System, the PRISA II 10% Plan held in PRISA II or a PRISA III 10% Plan held in PRISA III. For purposes hereof, (i) "PRISA II 10% PLAN" shall mean the Virginia Supplemental Retirement System, and (ii) "PRISA III 10% PLANS" shall mean (A) the General Board of Pension and Health Benefits of the United Methodists Church incorporated in Missouri as trustee of certain benefit and pension plans of

the United Methodists Church, (B) STA-ILA of Baltimore Pension Fund, and (C) the New York State Teachers' Retirement System.

(c) Neither Operating Partnership nor Other Seller is an employee pension benefit plan subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Part 3, Subtitle B, Title I of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA. None of Operating Partnership's or Other Seller's assets constitute assets of any employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA and/or Section 4975 of the Code. Neither Operating Partnership nor Other Seller is a "governmental plan" within the meaning of Section 3(32) of ERISA and none of the Specified Assets or the Joint Venture Owned Property is subject to State statutes regulating the investments of and fiduciary obligations with respect to governmental plans.

(d) The transactions contemplated by this Agreement, the Merger Agreement and the Master Agreement are exempt from any requirement to make any filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the implementing regulations thereto, 16 C.F.R. parts 801-803, because Operating Partnership and Other Seller have determined that the aggregate fair market value of the non-exempt assets constituting a portion of the Specified Assets of Operating Partnership and Other Seller and the entities controlled by Operating Partnership or Other Seller is less than $53,100,000.

Section 11. Consent Required Outstanding Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, at all times prior to the Specified Assets Closing Date, Operating Partnership and Other Seller shall use commercially reasonable efforts to obtain the consent to the assumption of each Consent Required Outstanding Indebtedness by the applicable Transferee from each holder thereof and any other necessary party thereto (each, a "REQUIRED DEBT CONSENT"). Neither Operating Partnership nor Other Seller shall have any obligation to pay any assumption fee or other amount due to any holder of any Consent Required Outstanding Indebtedness in order to obtain a Required Debt Consent. Each Required Debt Consent so obtained shall be in form and substance reasonably satisfactory to Prudential. Operating Partnership and Other Seller agree that they shall not modify or permit to be modified any term of the Consent Required Outstanding Indebtedness without Prudential's prior consent. If Operating Partnership or Other Seller is not released from any obligations under a non-recourse carve-outs guaranty pursuant to a Required Debt Consent, Prudential shall indemnify, defend and hold harmless Operating Partnership and/or Other Seller from any and all liability under such guaranty first arising from and after such time as Prudential or the applicable Transferee becomes the borrower thereunder.

Section 12. Closing Costs. Prudential shall pay or cause to be paid all transfer and similar taxes and fees associated with the direct one (1) time transfer of the Fee Owned Properties and Joint Venture Interest to each Transferee pursuant to the terms of the Master Agreement and this Agreement. Seller expressly retains all liability for all transfer and similar taxes and fees other than those described in the preceding sentence. Each of Operating Partnership, Other Seller and Prudential shall pay their own legal fees and expenses associated with the transactions contemplated by this Agreement. This
Section 12 shall survive the Specified Assets Closing.

Section 13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland, regardless of the laws that might otherwise govern under applicable conflict or choice or law rules.

Section 14. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that such transactions are fulfilled to the fullest extent possible.

Section 15. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

Section 16. Entire Agreement; No Third Party Counterparts. This Agreement (including any exhibits and schedules hereto), taken together with the Merger Agreement and the Master Agreement (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the transactions contemplated hereby and thereby. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 17. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, except as expressly permitted herein. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns

Section 18. Amendment. This Agreement may not be amended except in writing by all parties hereto.

[Remainder of page intentionally blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date above written.

BRANDYWINE COGNAC I LLC, a Delaware
limited liability company

By:     /s/ Gerard H. Sweeney
        -----------------------------------
Name:  Gerard H. Sweeney
Title: President and Chief Executive Officer

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

By: Brandywine Realty Trust, a Maryland corporation,
its general partner

By:    /s/ Gerard H. Sweeney
       --------------------------
Name:  Gerard H. Sweeney
Title: President and Chief Executive Officer

PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.,
a Delaware limited partnership

By: Prentiss Properties I, Inc., a Delaware
corporation, its general partner

By:    /s/ Gregory S. Imhoff
       -----------------------------------
Name:  Gregory S. Imhoff
Title: Senior Vice President

PRENTISS PROPERTIES REAL ESTATE FUND I, L.P.,
a Delaware limited partnership

By: Prentiss Properties Real Estate Fund I, LLC, a
Delaware limited liability company, its general
partner

By: Prentiss Properties II, Inc., a Delaware
corporation, its member

By:    /s/ Gregory S. Imhoff
       -----------------------------------
Name:  Gregory S. Imhoff
Title: Senior Vice President

PRUDENTIAL:

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporation

By: /s/ James P. Walker
    --------------------------------------------
    James P. Walker, Vice President