__________ AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
BRANDYWINE OPERATING PARTNERSHIP, L.P.
THIS ________ AMENDMENT, dated as of _________, 1998 (the "Amendment"), amends the Amended
and Restated Agreement of Limited Partnership Agreement (as heretofore 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 to such terms in
the Partnership Agreement.
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 and Units in one or more
newly created classes of Partnership Interests to persons on such terms and conditions as the General Partner
may deem appropriate.
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 create a
new class of Partnership Interests to be designated as Series B Preferred Units and to evidence the issuance of
such additional Partnership Interests and the admission of the other signatories hereto as Limited Partners of the
Partnership in exchange for certain contributions of interests in real estate and real estate related assets that are
being made to the Partnership on the date hereof pursuant to that certain Purchase and Contribution Agreement,
dated as of ________ , 1998, among the Partnership 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. In accordance with the P