This Loan Agreement is entered into as of February 18, 2000 by and between Anthony A. Nichols, Sr.
("Executive") and Brandywine Operating Partnership, L.P. ("Company").
Intending to be legally bound, Executive and Company agree as follows:
1. LOAN. On the date hereof, Company shall loan to Executive $1.0 million (the "Loan").
2. USE OF PROCEEDS; NO SECURITY. Executive agrees to use the proceeds of the Loan solely to
purchase common shares of beneficial interest ("Common Shares") of Brandywine Realty Trust ("BRT") from
Company. The obligations of Executive under this Agreement are unsecured, and, without limiting the generality
of the foregoing, Executive and Company agree that Executive's obligations under this Agreement are not secured
by a pledge of the Common Shares.
3. INTEREST. Interest shall accrue on the outstanding principal balance of the Loan from the date hereof at a
variable rate equal to the lower of: (i) the interest rate borne by Company's then outstanding revolving credit
facility (as refinanced from time to time), (ii) the Dividend-Computed Rate (as defined below) and (iii) 10%. If
borrowings under the revolving credit facility bear interest at different rates (e.g., prime rate versus LIBOR), the
applicable rate will be the highest of the rates in effect from time to time. The "Dividend Computed Rate" shall
mean the rate, expressed as a percentage, computed as follows: FIRST, multiply by four the most recent regular
quarterly dividend paid on a Common Share; SECOND, multiply the result from the first step by the number of
Common Shares purchased with the Loan proceeds; THIRD, divide the result from the second step by the
original principal amount of the Loan. For purposes of the foregoing, if the amount of the quarterly dividend
changes, the Dividend Computed Rate will change, effective as of the payment date for such new dividend level.
Accrued interest on the principal balance of the Loan shall be payable annually on the first business day