Item 1.02. Termination of a Material Definitive Agreement

     On October 22, 2004, Brandywine Operating Partnership, L.P. (the “Operating Partnership”), the subsidiary through which we own our assets and conduct our business, repaid all amounts outstanding under the $320 million term loan credit agreement (2007) that became effective as of September 21, 2004 by and among us, the Operating Partnership, and certain of the Operating Partnership’s wholly-owned subsidiaries, and 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 (2007) was terminated. The Operating Partnership used a portion of the proceeds of the public offering of debt securities described in Item 8.01 of this Current Report on Form 8-K to repay the term loan credit agreement (2007). In the ordinary course of their respective business, affiliates of Bear Stearns Corporate Lending Inc. and JPMorgan Chase Bank have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with us or our affiliates. J.P. Morgan Securities was a co-arranger of our revolving credit facility established in May 2004 and one of its affiliates is the administrative agent under that facility. Affiliates of Bear Stearns Corporate Lending Inc. and JPMorgan Chase Bank served as underwriters of the debt securities described in Item 8.01 of this Current Report on Form 8-K.

Item 8.01. Other Events

     On October 19, 2004, we and the Operating Partnership entered into an underwriting agreement with J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc., as representatives of the several underwriters named in the Pricing Agreements described therein, in connection with the Operating Partnership’s public offering of $275,000,000 aggregate principal amount of its unsecured 4.50% notes due November 1, 2009 (the “2009 Notes”) and $250,000,000 aggregate principal amount of its unsecured 5.40% notes due November 1, 2014 (the “2014 Notes” and, together with the 2009 Notes, the “Notes”). We and certain of the wholly-owned subsidiaries of the Operating Partnership fully and unconditionally guaranteed the payment of principal of and interest on the notes. We consummated the sale of the Notes on October 22, 2004.

Item 9.01. Financial Statements and Exhibits