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Exhibit 1.2
PRICING AGREEMENT
December 15, 2005
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
As Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:
Brandywine Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"),
proposes, subject to the terms and
conditions stated herein and in the
Underwriting Agreement, dated December 15,
2005 (the "Underwriting Agreement"), among
the Operating Partnership, Brandywine
Realty Trust, a Maryland real estate
investment trust and sole general partner
and a limited partner of the Operating
Partnership (the "Parent Guarantor"),
each of the subsidiaries of the Operating
Partnership parties thereto (the
"Subsidiary Guarantors"; and, together with
the Parent Guarantor, the
"Guarantors") and you to issue and sell to
the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the
"Designated Securities"). Each of the
provisions of the Underwriting Agreement
is incorporated herein by reference in its
entirety, and shall be deemed to be a
part of this Agreement to the same extent
as if such provisions had been set
forth in full herein, and each of the
representations and warranties set forth
therein shall be deemed to have been made
at and as of the date of this Pricing
Agreement, except that each representation
and warranty which refers to the
Preliminary Prospectus and the Prospectus
in Section 2 of the Underwriting
Agreement shall be deemed to be a
representation or warranty as of the date of
the Underwriting Agreement in relation to
the Preliminary Prospectus and the
Prospectus, and also a representation and
warranty as of the date of this
Pricing Agreement in relation to the
Preliminary Prospectus and the Prospectus
relating to the Designated Securities which
are the subject of this Pricing
Agreement. Each reference to the
Representatives herein and in the provisions of
the Underwriting Agreement so incorporated
by reference shall be deemed to refer
to you. Unless otherwise defined herein,
terms defined in the Underwriting
Agreement are used herein as therein
defined. The Representatives designated to
act on behalf of the Underwriters of the
Designated Securities pursuant to
Section 13 of the Underwriting Agreement
and the addresses of the
Representatives referred to in such Section
13 are set forth in Schedule II
hereto.
An amendment to the Registration Statement, or a prospectus
supplement to the Prospectus, as the case
may be, relating to the Designated
Securities, in the form heretofore
delivered to you is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein
by reference, the Operating
Partnership and the Guarantors agree to
issue and sell to each of the
Underwriters, and each of the Underwriters
agrees, severally and not jointly, to
purchase from the Operating Partnership and
the Guarantors, at the time and
place
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and at the purchase price to the
Underwriters set forth in Schedule II hereto,
the principal amount of Designated
Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please
sign and return to us six counterparts
hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters,
this letter and such acceptance
hereof, including the provisions of the
Underwriting Agreement incorporated
herein by reference, shall constitute a
binding agreement between each of the
Underwriters and the Operating Partnership
and the Guarantors.
Very truly yours,
BRANDYWINE OPERATING PARTNERSHIP, L.P.
By: Brandywine Realty Trust, its General Partner
By: /s/ Gerard H. Sweeney
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Name: Gerard H. Sweeney
Title: Presidet and Chief Executive Officer
BRANDYWINE REALTY TRUST
By: /s/ Gerard H. Sweeney
------------------------------------------------
Name: Gerard H. Sweeney
Title:
Presidet and Chief Executive Officer
AAPOP 2, L.P.
By: Witmer Operating
Partnership I, L.P., a
Delaware limited partnership, one of its
general partners
By: Brandywine Witmer,
L.L.C., a Pennsylvania
limited liability company, its general
partner
By:
Brandywine
Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty
Trust, a
Maryland real estate
investment trust, its general
partner*
2
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By: Brandywine Witmer,
L.L.C., a Pennsylvania
limited liability company, one of its general
partners
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE AMBASSADOR, L.P.
By: Brandywine
Ambassador, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE BYBERRY LP, a Delaware limited partnership
By: Brandywine Byberry
LLC, a Delaware limited
liability company, its general partner
By: Brandywine
Operating Partnership, a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
3
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BRANDYWINE CENTRAL L.P.
By: Brandywine F.C.,
L.P., a Pennsylvania limited
partnership, its general partner
By: Brandywine F.C.,
L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine
Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty
Trust, a
Maryland real estate investment
trust, its general partner*
BRANDYWINE CIRA, L.P.
By: Brandywine Cira,
LLC, a Pennsylvania limited
liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE F.C., L.P.
By: Brandywine F.C.,
L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
4
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BRANDYWINE GRANDE B, L.P.
By: Brandywine Grande
B, L.L.C., a Delaware limited
liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE METROPLEX, L.P.
By: Brandywine
Metroplex, LLC, a Pennsylvania
limited liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE MIDATLANTIC LP, a Delaware limited
partnership
By:
Brandywine Midatlantic
LLC, a Delaware limited
liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
5
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BRANDYWINE P.M., L.P.
By: Brandywine P.M.,
L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE TB FLORIG, L.P.
By: Brandywine TB
Florig, LLC, a Pennsylvania
limited liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE TB INN, L.P.
By: Brandywine TB Inn,
L.L.C., a Pennsylvania
limited liability company, its general partner
By:
Brandywine Operating
Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
6
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BRANDYWINE TB I, L.P.
By: Brandywine TB I,
L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general
partner*
BRANDYWINE TB II, L.P.
By: Brandywine TB II,
L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE TB V, L.P.
By: Brandywine TB V,
L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
7
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BRANDYWINE TB VI, L.P.
By: Brandywine TB VI,
L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
BRANDYWINE TB VIII, L.P.
By: Brandywine TB
VIII, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine
Realty Trust, a Maryland
real estate investment trust, its
general partner*
C/N IRON RUN LIMITED PARTNERSHIP III
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty
Trust, a Maryland real
estate investment trust, its general
partner*
C/N LEEDOM LIMITED PARTNERSHIP II
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty
Trust, a Maryland real
estate investment trust, its general
partner*
8
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C/N OAKLANDS LIMITED PARTNERSHIP I
By: Witmer Operating
Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Witmer,
L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine
Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty
Trust, a
Maryland real estate investment
trust, its general partner*
C/N OAKLANDS LIMITED PARTNERSHIP III
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty
Trust, a Maryland real
estate investment trust, its general
partner*
E-TENANTS.COM HOLDING, L.P.
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty
Trust, a Maryland real
estate investment trust, its general
partner*
9
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FIFTEEN HORSHAM, L.P.
By: Witmer Operating
Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Witmer,
L.L.C., a Pennsylvania
limited
liability company, its general
partner
By: Brandywine
Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty
Trust, a
Maryland real estate investment
trust, its general partner*
IRON RUN LIMITED PARTNERSHIP V
By: Brandywine
Operating Partnership, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Realty
Trust, a Maryland real
estate investment trust, its general
partner*
LC/N HORSHAM LIMITED PARTNERSHIP
By: Witmer Operating
Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Witmer,
L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine
Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty
Trust, a
Maryland real estate investment
trust, its general partner*
10
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LC/N KEITH VALLEY LIMITED PARTNERSHIP I
By: Witmer Operating
Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Witmer,
L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine
Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty
Trust, a
Maryland real estate investment
trust, its general partner*
NEWTECH IV LIMITED PARTNERSHIP
By: Witmer Operating
Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Witmer,
L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine
Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty
Trust, a
Maryland real estate investment
trust, its general partner*
11
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NICHOLS LANSDALE LIMITED PARTNERSHIP III
By: Witmer Operating
Partnership I, L.P., a
Delaware limited partnership, its general
partner
By: Brandywine Witmer
L.L.C., a Pennsylvania
limited liability company, its general
partner
By: Brandywine
Operating Partnership,
L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty
Trust, a
Maryland real estate investment
trust, its general partner*
OLS OFFICE PARTNERS, L.P., a Delaware limited
partnership
By: Brandywine One
Logan LLC, a Pennsylvania
limited
liability company, its general partner
By: Brandywine
Midatlantic LP, a Delaware
limited partnership, its managing member
By: Brandywine
Midatlantic LLC, a
Delaware limited liability company,
its general partner
By: Brandywine
Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine
Realty
Trust, a Maryland real estate
investment trust, its general
partner*
12
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RADNOR CENTER ASSOCIATES, a Pennsylvania limited
partnership
By: Brandywine Radnor
Center LLC, a Pennsylvania
limited liability company, its general partner
By: Brandywine
Midatlantic LP, a Delaware
limited partnership, its managing member
By: Brandywine
Midatlantic LLC, a
Delaware limited liability company,
its general partner
By: Brandywine
Operating
Partnership, L.P., a Delaware
limited partnership, its sole
member
By: Brandywine
Realty
Trust, a Maryland real
estate investment trust,
its general partner*
RADNOR PROPERTIES ASSOCIATES-II, L.P., a Delaware
limited partnership
By: Radnor GP, L.L.C.,
a Delaware limited liability
company, its general partner
By: Brandywine
Midatlantic LP
