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     On November 15, 2004, Brandywine Operating Partnership, L.P. (the “Operating Partnership”), the subsidiary through which we own our assets and conduct our business, entered into a Note Purchase Agreement dated as of November 15, 2004 (the “Note Purchase Agreement”) with The Travelers Insurance Company, The Travelers Life and Annuity Company, Citicorp Insurance and Investment Trust, First Citicorp Life Insurance Company, General Electric Capital Assurance Company, Union Fidelity Life Insurance Company, GE Reinsurance Corporation, Medical Protective Company, Federal Home Life Insurance Company, Metropolitan Life Insurance Company, Metropolitan Tower Life Insurance Company, Metropolitan Investors U.S.A. Insurance Company, New England Life Insurance Company and Pacific Life Insurance Company (collectively, the “Purchasers”). Under the Note Purchase Agreement, the Operating Partnership has agreed to sell to the Purchasers its unsecured notes (the “Notes”) in the aggregate principal amount of $113 million. The Notes will bear interest from their date of issuance at the rate of 4.34% per annum, payable semi-annually on each June 14 and December 14, and will mature on December 14, 2008. The Notes do not provide for scheduled principal amortization prior to the maturity date. We and certain of the wholly-owned subsidiaries of the Operating Partnership will fully and unconditionally guarantee the payment of principal of and interest on the Notes. The Note Purchase Agreement contains a various affirmative and negative covenants, including covenants that limit our incurrence of additional indebtedness. The Operating Partnership intends to use the proceeds of the Notes to repay in full the $113 million term loan credit agreement (2008) that became effective as of September 21, 2004 by and among us, the Operating Partnership, certain subsidiaries directly or indirectly wholly-owned by the Operating Partnership, Bear Stearns Corporate Lending Inc., as administrative agent and as a lender, and JPMorgan Chase Bank, as syndication agent and as a lender (a copy of which is attached as an exhibit to our Current Report on Form 8-K filed with the Securities Exchange Commission on September 21, 2004). Upon such repayment, the term loan credit agreement (2008) will be terminated.

     Funding under the Note Purchase Agreement, including the issuance of the Notes, is scheduled to occur on or about December 14, 2004. The funding is subject to customary conditions.