10-K405

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended    December 31, 2001

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      .

Commission File Number: 1-9044

DUKE REALTY CORPORATION

State of Incorporation:	IRS Employer ID Number:
Indiana	35-1740409
600 East 96th Street, Suite 100
Indianapolis, Indiana  46240
Telephone:	(317) 808-6000
(Address, including zip code and telephone number, including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common Stock ($.01 par value)	New York Stock Exchange
Preferred Share Purchase Rights	New York Stock Exchange
Depositary Shares, each representing a 1/10 interest in  7.375% Series D Convertible Cumulative Redeemable Preferred Shares ($.01 par value)	New York Stock Exchange
Depositary Shares, each representing a 1/10 interest in  8.25% Series E Cumulative Redeemable Preferred Shares ($.01 par value)	New York Stock Exchange
Preference Shares, each representing a 1/1000 interest in 8.00% Series F Cumulative Redeemable Preferred Shares ($.01 par value)	New York Stock Exchange
Preference Shares, each representing a 1/1000 interest in 8.625% Series H Cumulative Redeemable Preferred Shares ($.01 par value)	New York Stock Exchange
Depositary Shares, each representing a 1/10 interest in 8.45% Series I Cumulative Redeemable Preferred Shares ($.01 par value)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Depositary Shares, each representing a 1/10 interest in 7.99% Series B Cumulative Redeemable Preferred Shares ($.01 par value)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý      No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

The aggregate market value of the voting shares of the Registrant’s outstanding common shares held by non-affiliates of the Registrant is $3.1 billion based on the last reported sale price on March 1, 2002.

The number of  Common Shares outstanding as of March 1, 2002 was 131,778,894 ($.01 par value).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement for its 2002 Annual Meeting of Shareholders to be held on April 24, 2002, are incorporated by reference in Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

Form 10-K

Item No.
PART I
	1.	Business
	2.	Properties
	3.	Legal Proceedings
	4.	Submission of Matters to a Vote of Security Holders
		Executive Officers of the Registrant
PART II
	5.	Market for the Registrant’s Common Equity and Related Stockholder Matters
	6.	Selected Consolidated Financial Data
	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	7A.	Quantitative and Qualitative Disclosures about Market Risk
	8.	Financial Statements and Supplementary Data
	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	10.	Directors and Executive Officers of the Registrant
	11.	Executive Compensation
	12.	Security Ownership of Certain Beneficial Owners and Management
	13.	Certain Relationships and Related Transactions
PART IV
	14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K
Signatures

PART I

Item 1.  Business

Duke Realty Corporation (the “Company”) is a self-administered and self-managed real estate investment trust (“REIT”). The Company began operations upon completion of its initial public offering in February 1986. In October 1993, the Company completed an additional common stock offering and acquired the rental real estate and service businesses of Duke Associates, whose operations began in 1972. As of December 31, 2001, the Company’s diversified portfolio of 913 rental properties (including 25 properties totaling 4.7 million square feet under development) encompass over 107 million rentable square feet and are leased by a diverse and stable base of approximately 4,500 tenants whose businesses include manufacturing, retailing, wholesale trade, distribution and professional services. The Company also owns or controls more than 4,200 acres of unencumbered land ready for development.

The Company, through its Service Operations, also provides, on a fee basis, leasing, property and asset management, development, construction, build-to-suit, and other tenant-related services for approximately 400 tenants in over 8 million square feet of space at properties owned by third-party clients. With 13 primary operating platforms, the Company concentrates its activities in the Midwest and Southeast United States. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” for financial information. The Company’s rental operations are conducted through Duke Realty Limited Partnership (“DRLP”). In addition, the Company conducts its Service Operations through Duke Realty Services Limited Partnership (“DRSLP”) and Duke Construction Limited Partnership (“DCLP”), in which the Company’s wholly-owned subsidiary, Duke Services, Inc., is the sole general partner. All references to the “Company” in this Form 10-K Report include the Company and those entities owned or controlled by the Company, unless the context indicates otherwise.

The Company’s headquarters and executive offices are located in Indianapolis, Indiana. In addition, the Company has twelve regional offices located in Atlanta, Georgia; Cincinnati, Ohio; Columbus, Ohio; Cleveland, Ohio; Chicago, Illinois; Dallas, Texas; Minneapolis, Minnesota; Nashville, Tennessee; Orlando, Florida; Raleigh, North Carolina; St. Louis, Missouri and Tampa, Florida. The Company had 1,050 employees as of December 31, 2001.

Business Strategy

The Company’s business objective is to increase its Funds From Operations (“FFO”) by (i) maintaining and increasing property occupancy and rental rates through the aggressive management of its portfolio of existing properties; (ii) expanding existing properties; (iii) developing and acquiring new properties; and (iv) providing a full line of real estate services to the Company’s tenants and to third-parties. FFO is defined by the National Association of Real Estate Investment Trusts as net income or loss, excluding gains or losses from debt restructuring and sales of depreciated property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis. While management believes that FFO is a relevant measure of the Company’s operating performance because it is widely used by industry analysts to measure the operating performance of equity REITs, such amount does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered as an alternative to net income as an indicator of the Company’s operating performance, and is not indicative of cash available to fund all cash flow needs. As a fully integrated commercial real estate firm, the Company believes that its in-house leasing, management,

1

development and construction services and the Company’s significant base of commercially zoned and unencumbered land in existing business parks should give the Company a competitive advantage in its future development activities.

The Company believes that the analysis of real estate opportunities and risks can be done most effectively at regional or local levels. As a result, the Company intends to continue its emphasis on increasing its market share and effective rents in its primary markets where it owns properties. The Company also expects to utilize its more than 4,200 acres of unencumbered land and its many business relationships with nearly 4,500 commercial tenants to expand its build-to-suit business (development projects substantially pre-leased to a single tenant) and to pursue other development and acquisition opportunities in its primary markets. The Company believes that this regional focus will allow it to assess market supply and demand for real estate more effectively as well as to capitalize on its strong relationships with its tenant base.

The Company’s policy is to seek to develop and acquire Class A commercial properties located in markets with high growth potential for Fortune 500 companies and other quality regional and local firms. The Company’s industrial and suburban office development focuses on business parks and mixed-use developments  suitable for development of multiple projects on a single site where the Company can create and control the business environment. These business parks and mixed-use developments generally include restaurants and other amenities which the Company believes will create an atmosphere that is particularly efficient and desirable. The Company’s retail development focuses on community, power and neighborhood centers in its existing markets. As a fully integrated real estate company, the Company is able to arrange for or provide to its industrial, office and retail tenants not only well located and well maintained facilities, but also additional services such as build-to-suit construction, tenant finish construction, expansion flexibility and advertising and marketing services.

All of the Company’s properties are located in areas that include competitive properties. Such properties are generally owned by institutional investors, other REITs or local real estate operators; however, no single competitor or small group of competitors is dominant in the Company’s current markets. The supply and demand of similar available rental properties may affect the rental rates the Company will receive on its properties.

Financing Strategy

The Company seeks to maintain a well-balanced, conservative and flexible capital structure by: (i) currently targeting a ratio of long-term debt to total market capitalization in the range of 25% to 40%; (ii) extending and sequencing the maturity dates of its debt; (iii) borrowing primarily at fixed rates; (iv) generally pursuing current and future long-term debt financings and refinancings on an unsecured basis; and (v) maintaining conservative debt service and fixed charge coverage ratios. Management believes that these strategies have enabled and should continue to enable the Company to access the debt and equity capital markets for their long-term requirements such as debt refinancings and financing development and acquisitions of additional rental properties. In addition, as discussed under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Company has $650 million in unsecured lines of credit and a $100 million secured line of credit available for short-term fundings of development and acquisition of additional rental properties. In addition to debt and equity capital markets, the Company has developed a strategy to pursue favorable opportunities to dispose of assets that no longer meet the Company’s long-term investment criteria and re-deploy the proceeds into new investments that the Company believes have excellent long-term growth prospects. See additional discussion under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The

2

Company’s debt to total market capitalization ratio (total market capitalization is defined as the total market value of all outstanding Common and Preferred Shares and units of limited partnership interest (“Units”) in DRLP plus outstanding indebtedness) at December 31, 2001 was 29.5%. The Company’s ratio of earnings to debt service and ratio of earnings to fixed charges for the year ended December 31, 2001 were 2.82x and 1.99x, respectively. In computing the ratio of earnings to debt service, earnings have been calculated by adding debt service to income before gains or losses on property sales and minority interest in earnings of DRLP. Debt service consists of interest expense and recurring principal amortization (excluding maturities) and excludes amortization of debt issuance costs. In computing the ratio of earnings to fixed charges, earnings have been calculated by adding fixed charges, excluding capitalized interest, to income before gains or losses on property sales and minority interest in earnings of DRLP. Fixed charges consist of interest costs, whether expensed or capitalized, the interest component of rental expense, amortization of debt issuance costs and preferred stock dividend requirements.

Other

The Company’s operations are not dependent on a single or few customers as no single customer accounts for more than 1.7% of the Company’s total revenue. The Company’s operations are not subject to any significant seasonal fluctuations. The Company believes it is in compliance with environmental regulations and does not anticipate material effects of continued compliance.

For additional information regarding the Company’s investments and operations, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data.” For additional information about the Company’s business segments, see Item 8, “Financial Statements and Supplementary Data.”

Item 2.  Properties

Product Review

As of December 31, 2001, the Company owns an interest in a diversified portfolio of 913 commercial  properties encompassing over 107 million net rentable square feet (including 25 properties  comprising 4.7 million square feet under development) and more than 4,200 acres of land for future development.

Industrial Properties: The Company owns interests in 663 industrial properties encompassing approximately 81.8 million square feet (76% of total square feet) more specifically described as follows:

•Bulk Warehouses — Industrial warehouse/distribution buildings with clear ceiling heights of 20 feet or more. The Company owns 435 buildings totaling 67.8 million square feet of such properties.

•Service Centers — Also known as flex buildings or light industrial, this product type has 12-18 foot clear ceiling heights and a combination of drive-up and dock-height loading access. The Company owns 228 buildings totaling 14.0 million square feet of such properties.

Office Properties:  The Company owns interests in 239 office buildings totaling approximately 25.0 million square feet (23% of total square feet) more specifically described as follows:

•Suburban Office — The Company owns 235 suburban office buildings totaling 24.1 million square feet.

•CBD Office — The Company owns four downtown office projects totaling approximately 861,000 square feet.

Retail Properties:  The Company owns interests in 11 retail projects totaling approximately 840,000 square feet (1% of total square feet). These properties encompass both power and neighborhood shopping centers.

3

Land:  The Company owns or controls more than 4,200 acres of land located primarily in its existing business parks. The land is ready for immediate use and is unencumbered by debt. Over 64 million square feet of additional space can be developed on these sites and all of the land is zoned for either office, industrial or retail development.

Service Operations:  The Company provides property and asset management, development, leasing and construction services to third party owners in addition to its own properties. The Company’s current property management base for third parties includes over 8.6 million square feet of properties serving approximately 400 tenants.

Property Descriptions

The Company’s properties are described on the following pages:

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
In-Service
Industrial
Lake Mary, FL
Technology Park I	Fee	100	%	1986	5.51	60,711	94	%
Technology Park II	Fee	100	%	1998	6.20	67,185	100	%
Technology Park III	Fee	100	%	1998	5.16	54,590	100	%
Technology Park IV	Fee	100	%	1999	6.00	68,726	100	%
Technology Park V	Fee	100	%	1999	5.00	46,481	100	%
Lakeland, FL
Lakeland Interstate Park I	Fee	100	%	2001	9.95	166,800	0	%
Miami, FL
Beacon Station #22	Fee	50	%[1]	1999	10.75	179,832	100	%
Beacon Station #23	Fee	50	%[1]	1999	10.75	179,832	100	%
Beacon Station #24	Fee	50	%[1]	1999	10.75	179,672	100	%
Orlando, FL
Lee Vista Distribution Ctr I	Fee	100	%	1998	7.26	84,650	100	%
Lee Vista Distribution Ctr II	Fee	100	%	1999	7.04	86,316	84	%
Lee Vista Service Center I	Fee	100	%	2000	5.30	52,800	0	%
Parksouth Dist. Ctr-Bldg B	Fee	100	%	1996	7.50	140,015	100	%
Parksouth Dist. Ctr-Bldg A	Fee	100	%	1997	5.58	101,800	100	%
Parksouth Dist. Ctr-Bldg D	Fee	100	%	1998	6.32	118,250	100	%
Parksouth Dist. Ctr-Bldg E	Fee	100	%	1997	7.05	126,818	100	%
Parksouth Dist. Ctr-Bldg F	Fee	100	%	1999	10.88	203,900	100	%
Parksouth Dist. Ctr-Bldg H	Fee	100	%	2000	6.79	134,600	47	%
Chase BTS-Orlando	Fee	100	%	2000	5.60	61,413	100	%
Tampa, FL
Fairfield Distribution Ctr I	Fee	100	%	1998	4.06	68,413	100	%
Fairfield Distribution Ctr II	Fee	100	%	1998	10.23	173,514	100	%
Fairfield Distribution Ctr III	Fee	100	%	1999	4.45	92,200	100	%
Fairfield Distribution Ctr IV	Fee	100	%	1999	6.00	86,458	100	%
Fairfield Distribution Ctr V	Fee	100	%	2000	6.72	101,100	56	%
Fairfield Distribution Ctr VI	Fee	100	%	2001	7.80	156,500	46	%
Fairfield Distribution Ctr VII	Fee	100	%	2001	4.81	90,640	36	%
Alpharetta, GA
NMeadow SC I @ Founders	Fee	100	%	1999	9.10	112,559	86	%
NMeadow SC II @ Founders	Fee	100	%	2001	7.96	89,618	0	%
11800 Wills Road	Fee	100	%	1987	3.79	42,691	100	%
11810 Wills Road	Fee	100	%	1987	3.68	59,334	100	%
11820 Wills Road	Fee	100	%	1987	6.06	103,222	100	%
11415 Old Roswell Road	Fee	100	%	1991	8.08	80,000	100	%
1350 Northmeadow Parkway	Fee	100	%	1994	6.40	64,500	100	%
1320 Ridgeland Pkwy	Fee	100	%	1999	10.39	125,000	100	%
Ridgeland Business Dist I	Fee	100	%	1999	6.03	73,600	100	%
Ridgeland Business Dist. II	Fee	100	%	1999	7.15	78,400	83	%
Braselton, GA
Braselton II	Fee	100	%	2001	23.64	520,570	0	%
Duluth, GA
2475 Meadowbrook Parkway	Fee	100	%	1986	6.07	59,086	100	%
2505 Meadowbrook Parkway	Fee	100	%	1990	3.36	53,481	100	%
2450 Meadowbrook Parkway	Fee	50	%[1]	1989	4.26	68,400	100	%

4

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
2500 Meadowbrook Parkway	Fee	50	%[1]	1987	4.50	68,800	100	%
2825 Breckinridge Blvd	Fee	100	%	1986	6.80	45,442	67	%
2875 Breckinridge Blvd	Fee	100	%	1986	8.75	57,918	100	%
2885 Breckinridge Blvd	Fee	100	%	1997	8.85	80,450	100	%
2625 Pinemeadow Court	Fee	50	%[1]	1994	9.57	139,540	100	%
2660 Pinemeadow Court	Fee	50	%[1]	1996	6.00	104,000	100	%
3450 River Green Court	Fee	100	%	1989	4.20	33,600	100	%
2775 Premiere Parkway	Fee	100	%	1997	6.20	79,110	100	%
3079 Premiere Parkway	Fee	100	%	1998	9.70	101,600	94	%
Sugarloaf Office I	Fee	100	%	1998	11.58	90,350	100	%
2850 Premiere Parkway	Fee	50	%[1]	1997	7.50	86,000	100	%
Sugarloaf Office II	Fee	50	%[1]	1999	8.85	56,251	100	%
Sugarloaf Office III	Fee	50	%[1]	1999	5.39	56,795	90	%
2855 Premiere Parkway	Fee	100	%	1999	7.20	89,636	100	%
Sugarloaf Office IV	Fee	100	%	2000	4.87	51,031	100	%
Sugarloaf Office V	Fee	100	%	2001	5.82	61,903	74	%
6655 Sugarloaf	Fee	100	%	1998	18.40	250,000	100	%
East Point, GA
Camp Creek Bldg 1400	Fee	100	%	1988	6.32	60,102	95	%
Camp Creek Bldg 1800	Fee	100	%	1989	3.70	44,846	100	%
Camp Creek Bldg 2000	Fee	100	%	1989	3.44	34,146	100	%
Camp Creek Bldg 2400	Fee	100	%	1988	4.81	61,318	100	%
Camp Creek Bldg 2600	Fee	100	%	1990	4.86	57,168	100	%
Kennesaw, GA
1950 Vaughn Street	Fee	100	%	1992	15.47	162,651	100	%
240 Northpoint Parkway	Fee	50	%[1]	1995/1997	12.78	222,900	100	%
Marietta, GA
805 Franklin Court	Fee	100	%	1983	3.13	40,410	100	%
810 Franklin Court	Fee	100	%	1983	2.42	27,386	100	%
811 Livingston Court	Fee	100	%	1983	1.58	20,780	100	%
825 Franklin Court	Fee	100	%	1983	3.58	55,259	100	%
830 Franklin Court	Fee	100	%	1983	1.03	14,340	100	%
835 Franklin Court	Fee	100	%	1983	3.93	60,772	100	%
840 Franklin Court	Fee	100	%	1983	2.42	35,908	100	%
821 Livingston Court	Fee	100	%	1983	1.59	15,558	83	%
841 Livingston Court	Fee	100	%	1983	2.75	35,908	100	%
1335 Capital Circle	Fee	100	%	1985	3.97	56,616	100	%
1337-41-51 Capital Circle	Fee	100	%	1985	7.38	80,164	87	%
2260 Northwest Parkway	Fee	100	%	1982	3.06	50,220	100	%
2252 Northwest Parkway	Fee	100	%	1982	0.95	14,435	84	%
2242 Northwest Parkway	Fee	100	%	1982	1.72	26,614	91	%
2256 Northwest Parkway	Fee	100	%	1982	0.84	13,265	85	%
2244 Northwest Parkway	Fee	100	%	1982	0.64	7,384	100	%
2150 Northwest Parkway	Fee	100	%	1982	2.90	46,214	89	%
2152 Northwest Parkway	Fee	100	%	1982	1.49	25,317	69	%
2130 Northwest Parkway	Fee	100	%	1982	3.51	55,325	100	%
2270 Northwest Parkway	Fee	100	%	1988	4.50	60,985	89	%
2275 Northwest Parkway	Fee	100	%	1988	2.60	35,786	90	%
McDonough, GA
120 Declaration Drive	Fee	100	%	1997	14.70	301,200	70	%
Liberty III	Fee	100	%	2001	31.28	759,300	30	%
Norcross, GA
1750 Beaver Ruin	Fee	100	%	1997	6.40	67,878	100	%
4258 Communications Drive	Fee	100	%	1981	3.00	57,000	0	%
4261 Communications Drive	Fee	100	%	1981	3.29	56,600	0	%
4291 Communications Drive	Fee	100	%	1981	1.76	31,500	100	%
1826 Doan Way	Fee	100	%	1984	3.90	57,200	100	%
1857 Doan Way	Fee	100	%	1970	5.00	16,000	100	%
1650 International Blvd	Fee	100	%	1984	3.79	52,461	4	%
4245 International Blvd	Fee	100	%	1985/1995	10.58	249,200	100	%
4250 International Blvd	Fee	100	%	1986	5.03	47,030	0	%
4295 International Blvd	Fee	100	%	1984	3.22	49,896	100	%
4320 International Blvd	Fee	100	%	1984	2.44	32,000	0	%
4350 International Blvd	Fee	100	%	1982	4.29	64,152	100	%
4355 International Blvd	Fee	100	%	1983	4.54	60,760	59	%
4405A International Blvd	Fee	100	%	1984	4.30	50,000	100	%
4405B International Blvd	Fee	100	%	1984	4.30	60,950	91	%
4405C International Blvd	Fee	100	%	1984	4.30	10,644	89	%

5

		Year					Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
1828 Meca Way	Fee	100	%	1975	3.90	63,000	100	%
1858 Meca Way	Fee	100	%	1975	3.36	58,600	100	%
4316 Park Drive	Fee	100	%	1980	2.76	50,000	100	%
4357 Park Drive	Fee	100	%	1979	4.89	65,800	100	%
4386 Park Drive	Fee	100	%	1973	3.73	54,848	100	%
4436 Park Drive	Fee	100	%	1968	3.90	66,232	100	%
4437 Park Drive	Fee	100	%	1978	4.40	73,456	100	%
4467 Park Drive	Fee	100	%	1978	4.68	66,203	100	%
4487 Park Drive	Fee	100	%	1978	4.68	89,204	100	%
4274 Shackleford Road	Fee	100	%	1974	6.18	80,822	100	%
4344 Shackleford Road	Fee	100	%	1975	3.85	52,924	100	%
4355 Shackleford Road	Fee	100	%	1972	8.12	137,100	100	%
4364 Shackleford Road	Fee	100	%	1973	2.12	31,040	100	%
4366 Shackleford Road	Fee	100	%	1981	3.30	56,709	100	%
4388 Shackelford Road	Fee	100	%	1981	5.40	89,612	100	%
4400 Shackleford Road	Fee	100	%	1981	2.30	39,004	100	%
4444 Shackleford Road	Fee	100	%	1979	5.20	85,200	100	%
1505 Pavillion Place	Fee	100	%	1988	5.11	78,400	100	%
3883 Steve Reynolds Blvd.	Fee	100	%	1990	7.00	137,061	100	%
3890 Steve Reynolds Blvd	Fee	100	%	1991	4.74	48,800	100	%
3950 Steve Reynolds Blvd.	Fee	100	%	1992	5.73	80,000	100	%
2915 Courtyards Drive	Fee	100	%	1986	3.82	40,058	87	%
2925 Courtyards Drive	Fee	100	%	1986	4.76	71,763	100	%
2975 Courtyards Drive	Fee	100	%	1986	2.05	27,342	100	%
2995 Courtyards Drive	Fee	100	%	1986	1.56	18,542	100	%
2725 Northwoods Pkwy	Fee	100	%	1984	4.40	76,686	56	%
2755 Northwoods Pkwy	Fee	100	%	1986	2.49	48,270	100	%
2775 Northwoods Pkwy	Fee	100	%	1986	3.22	32,192	100	%
2850 Colonnades Court	Fee	100	%	1988	8.03	102,128	100	%
3040 Northwoods Pkwy	Fee	100	%	1984	2.98	50,480	100	%
3044 Northwoods Circle	Fee	100	%	1984	2.38	24,367	100	%
3055 Northwoods Pkwy	Fee	100	%	1985	2.13	31,946	100	%
3075 Northwoods Pkwy	Fee	100	%	1985	3.74	41,400	100	%
3100 Northwoods Pkwy	Fee	100	%	1985	3.93	39,728	100	%
3155 Northwoods Pkwy	Fee	100	%	1985	3.31	40,530	100	%
3175 Northwoods Pkwy	Fee	100	%	1985	2.50	33,405	100	%
6525-27 Jimmy Carter Blvd	Fee	100	%	1983	5.62	92,735	55	%
5765 Peachtree Industrial Blvd	Fee	100	%	1997	4.73	60,000	100	%
5775 Peachtree Industrial Blvd	Fee	100	%	1997	4.73	60,000	100	%
2450 Satellite Blvd	Fee	50	%[1]	1994	6.18	102,862	100	%
3170 Reps Miller Road	Fee	100	%	1998	4.48	51,400	100	%
3180 Reps Miller Road	Fee	100	%	1998	4.48	51,400	33	%
3190 Reps Miller Road	Fee	100	%	1998	4.48	59,034	100	%
Roswell, GA
11545 Wills Road	Fee	100	%	1998	8.70	71,140	100	%
105 Hembree Park Drive	Fee	100	%	1988	3.61	45,490	100	%
150 Hembree Park Drive	Fee	100	%	1985	5.03	44,343	0	%
200 Hembree Park Drive	Fee	100	%	1985	1.97	43,559	100	%
645 Hembree Parkway	Fee	100	%	1986	3.08	45,037	100	%
655 Hembree Parkway	Fee	100	%	1986	3.09	43,956	18	%
250 Hembree Park Drive	Fee	100	%	1996	8.07	94,500	71	%
660 Hembree Park Drive	Fee	100	%	1998	9.23	94,500	100	%
993 Mansell Road	Fee	100	%	1987	1.69	21,600	100	%
995 Mansell Road	Fee	100	%	1987	0.97	16,800	100	%
997 Mansell Road	Fee	100	%	1987	0.86	14,400	100	%
999 Mansell Road	Fee	100	%	1987	1.32	19,200	100	%
1003 Mansell Road	Fee	100	%	1987	1.66	20,800	100	%
1005 Mansell Road	Fee	100	%	1987	0.94	16,800	100	%
1007 Mansell Road	Fee	100	%	1987	2.07	37,450	66	%
1009 Mansell Road	Fee	100	%	1986	3.26	38,082	100	%
1011 Mansell Road	Fee	100	%	1984	3.23	38,677	100	%
Northbrook Business Dist II	Fee	100	%	2000	4.84	64,000	0	%
1100 Northmeadow Parkway	Fee	100	%	1989	6.94	50,891	100	%
1150 Northmeadow Parkway	Fee	100	%	1988	3.98	52,050	100	%
1125 Northmeadow Parkway	Fee	100	%	1987	5.78	67,104	100	%
1175 Northmeadow Parkway	Fee	100	%	1987	4.06	71,264	100	%
1250 Northmeadow Parkway	Fee	100	%	1989	4.17	52,224	54	%
1225 Northmeadow Parkway	Fee	100	%	1989	3.89	37,520	79	%
1325 Northmeadow Parkway	Fee	100	%	1990	5.89	70,050	100	%

6

					Year			Percent
Project Name/	Ownership		Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest		Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
1335 Northmeadow Parkway	Fee		100	%	1996	8.60	88,784	93	%
11390 Old Roswell Road	Fee		100	%	1997	4.42	47,628	94	%
1400 Hembree Road	Fee		100	%	1998	3.68	34,615	100	%
245 Hembree Park Drive	Fee		100	%	1999	7.50	104,006	100	%
Northmeadow BD IV	Fee		100	%	1999	6.68	93,363	100	%
Northmeadow Service Ctr V	Fee		100	%	1999	4.68	38,845	100	%
Northmeadow BD VI	Fee		100	%	2000	4.96	63,112	100	%
Suwanee, GA
90 Horizon Drive	Fee		50	%[1]	1992/2001	2.00	13,400	100	%
225 Horizon Drive	Fee		50	%[1]	1990	5.08	96,000	100	%
250 Horizon Drive	Fee		50	%[1]	1997	18.05	267,600	100	%
70 Crestridge Drive	Fee		50	%[1]	1998	10.62	132,128	100	%
2775 Horizon Ridge	Fee		50	%[1]	1996	12.20	223,219	100	%
2780 Horizon Ridge	Fee		50	%[1]	1997	12.70	222,643	100	%
2800 Vista Ridge Drive	Fee		50	%[1]	1995	17.30	252,092	100	%
410 Horizon Dr.	Fee		50	%[1]	1999	15.39	247,500	85	%
100 Crestridge Drive	Fee		50	%[1]	1999	8.03	99,822	100	%
1000 Northbrook Parkway	Fee		50	%[1]	1986	8.40	131,660	100	%
675 Old Peachtree Rd	Fee		50	%[1]	1988	10.06	176,820	100	%
7250 McGinnis Ferry Road	Fee		100	%	1996	6.22	70,600	100	%
Aurora, IL
535 Exchange	Fee		100	%	1984	4.63	25,943	100	%
515-525 North Enterprise	Fee		100	%	1984	3.39	66,017	100	%
615 Enterprise	Fee		100	%	1984	4.63	83,818	50	%
3615 Exchange	Fee		100	%	1986	4.06	64,755	100	%
4000 Sussex	Fee		100	%	1990	4.13	75,203	100	%
3737 East Exchange	Fee		100	%	1985	5.92	104,928	100	%
444 North Commerce	Fee		100	%	1985	7.15	92,692	100	%
Meridian I	Fee		100	%	1999	11.65	188,700	100	%
Meridian II	Fee		100	%	2001	5.03	46,050	0	%
Bolingbrook, IL
Chapco Carton Company	Fee		100	%	2000	7.58	145,000	100	%
Crossroads 1	Fee		50	%[1]	1998	11.34	289,920	79	%
Crossroads 3	Fee		50	%[1]	2000	10.64	187,000	62	%
Carol Stream, IL
Carol Stream Building 1	Fee		50	%[1]	1998	8.76	187,850	100	%
Des Plaines, IL
Wolf Road Building	Fee		100	%	1966/1969	2.70	60,922	0	%
105 East Oakton	Fee		100	%	1974	6.50	180,000	73	%
Lake Forest, IL
Ballard Drive Building	Fee		100	%	1985	3.33	54,274	100	%
Laurel Drive Building	Fee		100	%	1981	1.12	19,570	100	%
13825 W. Laurel Dr.	Fee		100	%	1978/1985	3.51	61,050	100	%
Romeoville, IL
Crossroads 2	Fee		50	%[1]	1999	23.50	460,800	100	%
Westmont, IL
Oakmont Tech Center	Fee		100	%	1989	6.30	111,659	81	%
Carmel, IN
Hamilton Crossing Bldg 1	Fee		100	%	1989/2000	4.70	103,209	89	%
Fishers, IN
Exit 5 Bldg I	Fee	[3]	100	%	1999	9.00	134,400	100	%
Exit 5 Bldg. II	Fee		100	%	1999	8.60	124,000	100	%
Greenwood, IN
South Park Bldg 2	Fee		100	%	1990	7.10	86,806	95	%
Indianapolis, IN
3200 North Elizabeth	Fee		50	%[1]	1973	4.50	99,350	100	%
Franklin Road Bus. Ctr.	Fee		100	%	1962/1998	28.00	488,925	95	%
Georgetown Rd. Bldg 1	Fee		50	%[1]	1987	5.85	111,883	100	%
Georgetown Rd. Bldg 2	Fee		50	%[1]	1987	5.81	72,120	100	%
Georgetown Rd. Bldg 3	Fee		50	%[1]	1987	5.10	45,896	100	%
6061 Guion Rd	Fee		100	%	1974	6.20	87,064	100	%
6060 Guion Rd	Fee		100	%	1968/1977	14.05	182,311	2	%
Hillsdale Bldg 1	Fee		50	%[1]	1986	9.16	73,866	100	%
Hillsdale Bldg 2	Fee		50	%[1]	1986	5.50	83,600	100	%
Hillsdale Bldg 3	Fee		50	%[1]	1987	5.50	84,050	100	%
Hillsdale Bldg 4	Fee		100	%	1987	7.85	73,874	100	%
Hillsdale Bldg 5	Fee		100	%	1987	5.44	66,505	100	%

7

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Hillsdale Bldg 6	Fee	100	%	1987	4.25	64,000	22	%
Hunter Creek Bldg 1	Fee	10-50	%[2]	1989	5.97	86,500	85	%
Hunter Creek Bldg 2	Fee	10-50	%[2]	1989	8.86	202,561	62	%
4750 Kentucky Avenue	Fee	100	%	1974	11.01	125,000	100	%
North Airport Park Bldg 1	Fee	50	%[1]	1996/1998	64.02	1,339,195	100	%
North Airport Park Bldg 2	Fee	50	%[1]	1997	22.50	377,280	100	%
Park 100 Bldg 111	Fee	50	%[1]	1987	7.91	83,545	100	%
Park 100 Bldg 112	Fee	50	%[1]	1987	4.45	37,800	100	%
Park 100 Bldg 128	Fee	50	%[1]	1996	14.40	322,000	57	%
Park 100 Bldg 129	Fee	50	%[1]	1996/2000	16.00	457,600	100	%
Vanstar	Fee	50	%[1]	1997	21.00	415,680	100	%
Park 100 Bldg 133	Fee	50	%[1]	1997	1.30	20,530	100	%
Park 100 Bldg 48	Fee	50	%[1]	1984	8.63	127,410	100	%
Park 100 Bldg 49	Fee	50	%[1]	1982	4.55	89,600	86	%
Park 100 Bldg 50	Fee	50	%[1]	1982	4.09	51,200	100	%
Park 100 Bldg 52	Fee	50	%[1]	1983	2.70	34,800	100	%
Park 100 Bldg 53	Fee	50	%[1]	1984	4.23	76,800	42	%
Park 100 Bldg 54	Fee	50	%[1]	1984	4.42	76,800	100	%
Park 100 Bldg 55	Fee	50	%[1]	1984	3.83	43,200	77	%
Park 100 Bldg 56	Fee	50	%[1]	1984	15.94	300,000	67	%
Park 100 Bldg 57	Fee	50	%[1]	1984	7.70	128,800	100	%
Park 100 Bldg 58	Fee	50	%[1]	1984	8.03	128,800	100	%
Park 100 Bldg 59	Fee	50	%[1]	1985	5.14	83,200	100	%
Park 100 Bldg 60	Fee	50	%[1]	1985	4.78	83,200	92	%
Park 100 Bldg 62	Fee	50	%[1]	1986	7.70	128,800	100	%
Park 100 Bldg 67	Fee	50	%[1]	1987	4.23	72,350	100	%
Park 100 Bldg 68	Fee	50	%[1]	1987	4.23	72,360	100	%
Park 100 Bldg 71	Fee	50	%[1]	1987	9.06	193,400	53	%
Park 100 Bldg 74	Fee	10-50	%[2]	1988	12.41	257,400	70	%
Park 100 Bldg 76	Fee	10-50	%[2]	1988	5.10	81,695	100	%
Park 100 Bldg 78	Fee	10-50	%[2]	1988	21.80	512,777	100	%
Park 100 Bldg 85	Fee	10-50	%[2]	1989	9.70	180,100	100	%
Park 100 Bldg 89	Fee	10-50	%[2]	1990	11.28	311,600	100	%
Park 100 Bldg 91	Fee	10-50	%[2]	1990/1996	7.53	196,800	27	%
Park 100 Bldg 92	Fee	10-50	%[2]	1991	4.38	45,917	100	%
Silver Burdett	Fee	100	%	1994/1997	27.69	737,850	100	%
Park 100 Bldg 98	Fee	100	%	1968/1995	37.34	508,300	100	%
Park 100 Bldg 100	Fee	100	%	1995	7.00	117,500	75	%
Park 100 Bldg 101	Fee	50	%[1]	1983	4.37	45,000	90	%
Park 100 Bldg 105	Fee	50	%[1]	1983	4.64	41,400	83	%
Park 100 Bldg 106	Fee	50	%[1]	1978	4.64	41,400	96	%
Park 100 Bldg 107	Fee	100	%	1984	3.56	58,783	100	%
Park 100 Bldg 108	Fee	50	%[1]	1983	6.36	60,300	91	%
Park 100 Bldg 109	Fee	100	%	1985	4.80	46,000	89	%
Park 100 Bldg 113	Fee	50	%[1]	1987	6.20	72,166	100	%
Park 100 Bldg 114	Fee	50	%[1]	1987	6.20	56,700	100	%
Park 100 Bldg 117	Fee	10-50	%[2]	1988	13.36	135,461	98	%
Park 100 Bldg 120	Fee	10-50	%[2]	1989	4.54	54,982	87	%
Park 100 Bldg 122	Fee	100	%	1990	6.17	73,274	100	%
Park 100 Bldg 127	Fee	100	%	1995	6.50	93,600	100	%
Park 100 Bldg 39	Fee	50	%[1]	1987	7.85	128,000	100	%
Park 100 Bldg 63	Fee	50	%[1]	1987	4.85	83,200	40	%
Park 100 Bldg 64	Fee	50	%[1]	1987	4.86	83,200	100	%
Park 100 Bldg 65	Fee	50	%[1]	1987	12.20	257,600	100	%
Park 100 Bldg 66	Fee	50	%[1]	1987	5.30	64,800	100	%
Park 100 Bldg 79	Fee	50	%[1]	1988	4.47	66,000	85	%
Park 100 Bldg 80	Fee	50	%[1]	1988	4.47	66,000	90	%
Park 100 Bldg 83	Fee	50	%[1]	1989	5.34	96,000	78	%
Park 100 Bldg 84	Fee	50	%[1]	1989	5.34	96,000	75	%
Park 100 Bldg 87	Fee	50	%[1]	1989	14.20	462,000	100	%
Park 100 Building 97	Fee	50	%[1]	1994	13.38	280,800	79	%
Park Fletcher Bldg 2	Fee	50	%[1]	1970	1.31	20,160	100	%
Park Fletcher Bldg 4	Fee	50	%[1]	1974	1.73	23,000	100	%
Park Fletcher Bldg 6	Fee	50	%[1]	1971	3.13	36,180	100	%
Park Fletcher Bldg 7	Fee	50	%[1]	1974	3.00	41,900	43	%
Park Fletcher Bldg 8	Fee	50	%[1]	1974	2.11	18,000	60	%
Park Fletcher Bldg 14	Fee	100	%	1978	1.39	19,480	100	%
Park Fletcher Bldg 15	Fee	50	%[1]	1979	5.74	72,800	100	%
Park Fletcher Bldg 16	Fee	50	%[1]	1979	3.17	35,200	78	%
Park Fletcher Bldg 18	Fee	50	%[1]	1980	5.52	43,950	82	%
Park Fletcher Bldg 21	Fee	50	%[1]	1983	2.95	37,224	100	%
Park Fletcher Bldg 22	Fee	50	%[1]	1983	2.96	48,635	100	%
Park Fletcher Bldg 26	Fee	50	%[1]	1983	2.91	28,340	100	%

8

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Park Fletcher Bldg 27	Fee	25	%[1]	1985	3.01	39,178	100	%
Park Fletcher Bldg 28	Fee	25	%[1]	1985	7.22	93,880	100	%
Park Fletcher Bldg 29	Fee	50	%[1]	1987	7.16	92,044	100	%
Park Fletcher Bldg 30	Fee	50	%[1]	1989	5.93	78,568	92	%
Park Fletcher Bldg 31	Fee	50	%[1]	1990	2.62	33,029	100	%
Park Fletcher Bldg 32	Fee	50	%[1]	1990	5.43	67,297	100	%
Park Fletcher Bldg 33	Fee	50	%[1]	1997	7.50	112,710	100	%
Park Fletcher Bldg 34	Fee	50	%[1]	1997	13.00	230,400	100	%
Park Fletcher Bldg 35	Fee	50	%[1]	1997	8.10	96,427	100	%
Park Fletcher Bldg 36	Fee	50	%[1]	1997	3.90	52,800	100	%
Park Fletcher Bldg 37	Fee	50	%[1]	1998	1.90	14,850	100	%
Park Fletcher Bldg 38	Fee	50	%[1]	1999	13.70	253,866	100	%
Park Fletcher Bldg 39	Fee	50	%[1]	1999	5.40	91,122	100	%
Park Fletcher Bldg 40	Fee	50	%[1]	1999	5.40	89,508	100	%
4316 West Minnesota	Fee	100	%[1]	1970	10.40	121,250	100	%
Lebanon, IN
Lebanon Building 2	Fee	50	%[1]	1996	31.60	500,455	100	%
Lebanon Building 4	Fee	100	%	1997/2000	14.90	418,400	100	%
Lebanon Building 9	Fee	100	%	1999	26.80	395,679	64	%
Lebanon Building 1	Fee	50	%[1]	1996	10.40	153,600	100	%
Pearson	Fee	100	%	1997/2001	49.18	1,091,435	100	%
Lebanon Building 6	Fee	50	%[1]	1998	23.30	395,472	100	%
Plainfield, IN
Plainfield Building 1	Fee	100	%	2000	21.25	450,000	100	%
Plainfield Building 2	Fee	100	%	2000	26.70	481,874	100	%
Florence, KY
Empire Commerce Center	Fee	50	%[1]	1973/1980	11.62	148,445	100	%
7910 Kentucky Drive	Fee	50	%[1]	1980	3.78	38,329	100	%
7920 Kentucky Drive	Fee	50	%[1]	1974	9.33	93,945	51	%
Hebron, KY
Skyport Building 1	Fee	50	%[1]	1997	15.10	316,800	100	%
Skyport Building 2	Fee	50	%[1]	1998	20.00	453,300	100	%
Skyport Building 3	Fee	50	%[1]	2000	28.80	473,000	100	%
Skyport Bldg 4	Fee	50	%[1]	1999	6.76	72,600	55	%
Ky. Southpark Bldg 4	Fee	100	%	1994	28.79	166,400	0	%
CR Services	Fee	100	%	1994/1998	22.50	253,664	100	%
KY. Southpark Bldg 1	Fee	50	%[1]	1990	7.90	96,000	100	%
Ky. Southpark Bldg 3	Fee	50	%[1]	1991	10.79	192,000	100	%
Louisville, KY
Dayco	Fee	50	%[1]	1995	30.00	282,539	100	%
Bloomington, MN
Alpha Business Ctr III&IV	Fee	100	%	1980	4.68	50,400	100	%
Alpha Business Ctr V	Fee	100	%	1980	5.96	80,640	100	%
Bloomington Industrial Center	Fee	100	%	1963	7.40	100,850	100	%
Lyndale Commons I	Fee	100	%	1981	2.60	43,770	98	%
Lyndale Commons II	Fee	100	%	1985	2.51	34,816	79	%
Hampshire Dist Center North	Fee	100	%	1979	9.26	159,200	100	%
Hampshire Dist Center South	Fee	100	%	1979	9.40	157,000	84	%
Hampshire Tech Center	Fee	100	%	1998	14.22	142,526	63	%
Penn Corporate Bldg	Fee	100	%	1977	2.08	40,844	100	%
Brooklyn Park, MN
Crosstown North Bus. Ctr. 1	Fee	100	%	1998	12.09	157,453	100	%
Crosstown North Bus. Ctr. 2	Fee	100	%	1998	5.00	67,837	94	%
Crosstown North Bus. Ctr. 3	Fee	100	%	1999	5.00	67,961	92	%
Crosstown North Bus. Ctr. 4	Fee	100	%	1999	16.90	213,641	100	%
Crosstown North Bus Ctr 5	Fee	100	%	1999	8.87	142,708	100	%
Crosstown North Bus Ctr 6	Fee	100	%	2000	5.57	73,109	27	%
7300 Northland Drive	Fee	100	%	1980/1999	10.98	185,500	100	%
Burnsville, MN
Professional Plaza IV	Fee	100	%	1980	2.79	37,528	100	%
Cliff Road Industrial Ctr	Fee	100	%	1972	3.31	49,857	97	%
Professional Plaza III	Fee	100	%	1985	2.24	35,987	59	%
Professional Plaza II	Fee	100	%	1984	2.41	35,619	93	%
Larc Industrial Park I	Fee	100	%	1977	4.59	67,200	95	%
Larc Industrial Park II	Fee	100	%	1976	3.70	54,180	80	%
Larc Industrial Park III	Fee	100	%	1980	2.38	30,800	100	%
Larc Industrial Park IV	Fee	100	%	1980	1.06	13,800	100	%
Larc Industrial Park V	Fee	100	%	1980	1.54	22,880	100	%
Larc Industrial Park VI	Fee	100	%	1975	3.91	63,600	99	%
Larc Industrial Park VII	Fee	100	%	1973	2.65	41,088	100	%

9

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Chanhassen, MN
Chanhassen Lakes I	Fee	100	%	1983	5.40	49,072	74	%
Chanhassen Lakes II	Fee	100	%	1986	6.36	56,670	100	%
Crystal, MN
Crystal Industrial Center	Fee	100	%	1974	3.23	72,000	99	%
Eagan, MN
Apollo Industrial Ctr I	Fee	100	%	1997	11.05	168,480	100	%
Apollo Industrial Ctr II	Fee	100	%	2000	4.30	70,089	100	%
Apollo Industrial Ctr III	Fee	100	%	2000	13.00	240,439	100	%
Eagandale Crossing	Fee	100	%	1998	6.60	80,104	100	%
Eagan Pointe Business Center I	Fee	100	%	2001	6.32	128,000	100	%
Eagandale Tech Center	Fee	100	%	1998	7.61	76,520	35	%
Lunar Pointe	Fee	100	%	2001	8.00	115,200	0	%
Silverbell Commons	Fee	100	%	1999	16.62	235,120	100	%
Sibley Industrial Center I	Fee	100	%	1973	2.88	54,612	100	%
Sibley Industrial Center II	Fee	100	%	1972	2.58	37,800	100	%
Sibley Industrial Center III	Fee	100	%	1968	4.10	32,810	100	%
Trapp Road Commerce I	Fee	100	%	1996	6.50	96,800	100	%
Trapp Road Commerce II	Fee	100	%	1998	11.86	180,480	100	%
Yankee Place	Fee	100	%	1986	19.03	221,075	42	%
Eden Prairie, MN
Edenvale Executive Center	Fee	100	%	1987	9.82	111,485	97	%
Golden Triangle Tech Ctr	Fee	100	%	1997	11.10	90,704	76	%
Valley Gate North	Fee	100	%	1986	4.17	53,079	65	%
Edina, MN
Cahill Business Center	Fee	100	%	1980	3.90	60,082	100	%
Edina Interchange I	Fee	100	%	1995	4.73	73,817	100	%
Edina Interchange II	Fee	100	%	1980	3.46	55,006	100	%
Edina Interchange III	Fee	100	%	1981	6.39	62,784	100	%
Edina Interchange IV	Fee	100	%	1974	1.99	22,440	100	%
Edina Interchange V	Fee	100	%	1974	4.92	139,101	100	%
Edina Interchange VII	Fee	100	%	1970	2.36	30,655	87	%
Pakwa I	Fee	100	%	1979	1.67	38,196	100	%
Pakwa II	Fee	100	%	1979	1.67	21,254	90	%
Fridley, MN
River Road Business Ctr. S.	Fee	100	%	1986	8.91	119,860	100	%
University Center I&II	Fee	100	%	1983	4.70	51,893	85	%
Golden Valley, MN
Golden Hills 1	Fee	100	%	1996	7.50	91,368	100	%
Golden Hills 2	Fee	100	%	1999	7.50	79,294	100	%
Golden Hills 3	Fee	100	%	1999	7.20	87,456	100	%
Sandburg Industrial Center	Fee	100	%	1973	5.68	94,612	100	%
Hopkins, MN
Cornerstone Business Center	Fee	100	%	1996	13.49	222,494	100	%
Westside Business Park	Fee	100	%	1987	9.10	114,800	100	%
Mendota Heights, MN
Enterprise Industrial Center	Fee	100	%	1979	10.88	165,755	100	%
Minneapolis, MN
Broadway Business Ctr III	Fee	100	%	1983	2.77	21,600	100	%
Broadway Business Ctr IV	Fee	100	%	1983	2.77	29,920	100	%
Broadway Business Ctr VI	Fee	100	%	1983	2.77	66,961	100	%
Broadway Business Ctr VII	Fee	100	%	1983	2.78	36,000	100	%
Minnetonka, MN
Encore Park	Fee	100	%	1977	14.50	126,858	85	%
New Hope, MN
Bass Lake Business Bldg	Fee	100	%	1981	5.33	47,368	59	%
Plymouth, MN
Medicine Lake Indus. Center	Fee	100	%	1970	16.37	222,893	100	%
Plymouth Office/Tech Center	Fee	100	%	1986	3.77	52,487	100	%
Plymouth Service Center	Fee	100	%	1978	6.00	74,042	87	%
Westpoint Bldg B&C	Fee	100	%	1978	4.92	65,539	93	%
Westpoint Bldg D&E	Fee	100	%	1978	6.34	81,030	100	%
St. Louis Park, MN
Cedar Lake Business Center	Fee	100	%	1976	3.05	50,400	100	%
Novartis Warehouse	Fee	100	%	1960	14.40	355,798	100	%
St. Paul, MN
University Crossing	Fee	100	%	1990	5.65	83,470	97	%

10

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Bridgeton, MO
Dukeport 1	Fee	50	%[1]	1996	21.24	403,200	100	%
Dukeport 2	Fee	50	%[1]	1997	14.70	244,800	100
Dukeport V	Fee	50	%[1]	1998	6.00	95,280	100	%
Dukeport VI	Fee	50	%[1]	1999	16.64	320,000	100	%
Dukeport VII	Fee	50	%[1]	1999	8.34	123,480	100	%
Dukeport VIII	Fee	50	%[1]	1999	16.64	260,160	100	%
Dukeport 9	Fee	50	%[1]	2001	24.75	448,975	54	%
Earth City, MO
Corporate Center, Earth City	Fee	100	%	2000	6.93	73,200	100	%
Fenton, MO
Fenton Interstate Building C	Fee	100	%	1986	5.50	95,519	100	%
Fenton Interstate Building D	Fee	100	%	1987	5.85	105,651	100	%
Fenton Industrial Bldg A	Fee	100	%	1987	3.44	67,200	100	%
Fenton Industrial Bldg B	Fee	100	%	1986	5.20	101,366	100	%
Southport I	Fee	100	%	1977	1.36	20,810	100	%
Southport II	Fee	100	%	1978	1.53	22,400	100	%
Southport Commerce Ctr	Fee	100	%	1978	2.65	34,873	100	%
Maryland Heights, MO
Riverport Distribution A	Fee	100	%	1990	5.96	100,000	100	%
Express Scripts Service Center	Fee	100	%	1992	10.81	119,000	100	%
Riverport 1	Fee	100	%	1999	6.64	72,000	100	%
Riverport 2	Fee	100	%	2000	9.51	104,800	100	%
Riverport 3	Fee	100	%	2001	8.68	129,400	0	%
Westport Center I	Fee	100	%	1998	11.90	177,600	100	%
Westport Center II	Fee	100	%	1998	5.25	51,053	100	%
Westport Center III	Fee	100	%	1998	8.70	91,000	100	%
Olivette, MO
I-170 Center	Fee	100	%	1986	4.57	76,415	89	%
Warson Commerce Center	Fee	100	%	1987/1997	8.83	122,886	90	%
St. Louis, MO
Craig Park Center	Fee	100	%	1984	3.19	42,210	78	%
St. Louis Business Center A	Fee	100	%	1987	2.49	47,876	71	%
St. Louis Business Center B	Fee	100	%	1986	3.14	58,986	100	%
St. Louis Business Center C	Fee	100	%	1986	2.10	38,628	100	%
St. Louis Business Center D	Fee	100	%	1987	1.81	33,953	100	%
Westport Center IV	Fee	100	%	2000	14.71	173,400	100	%
Westport Center V	Fee	100	%	1999	5.09	35,000	100	%
St. Peters, MO
Horizon Business Center	Fee	100	%	1985	5.31	75,746	72	%
Morrisville, NC
507 Airport Blvd	Fee	100	%	1993	7.15	106,862	94	%
5151 McCrimmon Pkwy	Fee	100	%	1995	7.67	104,806	100	%
2600 Perimeter Park Dr	Fee	100	%	1997	6.07	70,848	100	%
5150 McCrimmon Pkwy	Fee	100	%	1998	12.32	143,737	100	%
3000 Perimeter Park Dr	Fee	100	%	1989	5.76	75,000	100	%
2900 Perimeter Park Dr	Fee	100	%	1990	4.52	59,912	100	%
2800 Perimeter Park Dr	Fee	100	%	1992	8.22	136,370	100	%
100 Perimeter Park Drive	Fee	100	%	1987	5.30	55,666	88	%
200 Perimeter Park Drive	Fee	100	%	1987	6.30	55,664	100	%
300 Perimeter Park Drive	Fee	100	%	1986	6.30	55,664	100	%
400 Perimeter Park Drive	Fee	100	%	1983	5.40	74,088	100	%
500 Perimeter Park Drive	Fee	100	%	1985	5.80	74,107	100	%
800 Perimeter Park Drive	Fee	100	%	1984	4.50	55,637	100	%
900 Perimeter Park Drive	Fee	100	%	1982	4.00	48,307	79	%
1000 Perimeter Park Drive	Fee	100	%	1982	4.50	55,420	100	%
1100 Perimeter Park Drive	Fee	100	%	1990	9.50	83,755	85	%
2700 Perimeter Park	Fee	100	%	2001	6.00	86,400	0	%
409 Airport Blvd Bldg A	Fee	100	%	1983	3.07	42,712	50	%
409 Airport Blvd Bldg B	Fee	100	%	1986	1.89	26,215	50	%
409 Airport Blvd bldg C	Fee	100	%	1982	3.07	84,702	100	%
100 Innovation Avenue	Fee	100	%	1994	7.51	108,000	100	%
101 Innovation Ave	Fee	100	%	1997	7.94	97,500	100	%
200 Innovation Drive	Fee	100	%	1999	5.26	96,000	100	%
501 Innovation Ave.	Fee	100	%	1999	8.00	140,400	100	%
Raleigh, NC
3200 Spring Forest Road	Fee	100	%	1986	5.61	59,971	98	%
3100 Spring Forest Road	Fee	100	%	1992	9.16	50,306	100	%
Walnut Creek Business Park #1	Fee	100	%	2001	4.19	65,000	50	%

11

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Walnut Creek Business Park #2	Fee	100	%	2001	5.79	106,000	69	%
Walnut Creek Business Park #3	Fee	100	%	2001	7.20	132,000	0	%
Blue Ash, OH
Cornell Commerce Center	Fee	100	%	1989	9.91	167,695	84	%
Creek Road Bldg 1	Fee	100	%	1971	2.05	38,715	100	%
Creek Road Bldg 2	Fee	100	%	1971	2.63	53,210	100	%
Canal Winchester, OH
Nifco at Canal Winchester	Fee	100	%	2000	6.82	124,800	100	%
Cincinnati, OH
U.S. Post Office	Fee	40	%[1]	1992	2.60	57,886	100	%
Cincinnati Bell Supply	Fee	100	%	1999	9.00	80,100	100	%
World Park Bldg 30	Fee	50	%[1]	1999	33.23	615,600	100	%
World Park Bldg 5	Fee	100	%	1987	5.00	59,690	74	%
World Park Bldg 6	Fee	100	%	1987	7.26	92,400	100	%
World Park Bldg 7	Fee	100	%	1987	8.63	96,000	100	%
World Park Bldg 17	Fee	50	%[1]	1994	15.10	304,000	100	%
World Park Bldg 8	Fee	50	%[1]	1989	14.60	192,000	100	%
World Park Bldg 9	Fee	50	%[1]	1989	4.47	58,800	87	%
World Park Bldg 11	Fee	50	%[1]	1989	8.98	96,000	100	%
World Park Bldg 14	Fee	50	%[1]	1989	8.91	166,400	100	%
World Park Bldg 15	Fee	50	%[1]	1990	6.50	93,600	100	%
World Park Bldg 16	Fee	50	%[1]	1989	7.00	93,600	69	%
World Park Bldg 18	Fee	50	%[1]	1997	16.90	252,000	100	%
World Park Bldg 28	Fee	50	%[1]	1998	11.60	220,160	100	%
World Park Bldg 29	Fee	50	%[1]	1998	21.40	452,000	100	%
World Park Bldg 31	Fee	50	%[1]	1998	7.10	122,120	100	%
Columbus, OH
2190-2200 Westbelt Drive	Fee	100	%	1986	6.12	95,516	100	%
Westbelt West #1	Fee	100	%	1999	9.53	132,800	100	%
Westbelt West #2	Fee	100	%	1999	11.24	184,152	100	%
3800 Zane Trace Drive	Fee	100	%	1978	3.98	83,167	100	%
3635 Zane Trace Drive	Fee	100	%	1980	5.24	98,880	100	%
Fairfield, OH
Fairfield Bus. Ctr. D	Fee	100	%	1990	3.23	40,223	65	%
Fairfield Bus. Ctr. E	Fee	100	%	1990	6.07	75,356	100	%
University Moving	Fee	100	%	1991	4.95	70,000	100	%
Glenwillow, OH
Royal Appliance	Fee	50	%[1]	1997	35.00	458,000	100	%
Emerald Valley Bldg I	Fee	100	%	1999	11.50	200,928	100	%
Grove City, OH
South Pointe Bldg A	Fee	50	%[1]	1995	14.06	293,824	100	%
South Pointe Bldg B	Fee	50	%[1]	1996	13.16	307,200	100	%
South Pointe Bldg C	Fee	50	%[1]	1996	12.57	322,000	100	%
South Pointe Bldg D	Fee	100	%	1997	6.55	116,590	94	%
South Pointe Bldg E	Fee	100	%	1997	6.55	82,520	100	%
Groveport, OH
Groveport Comm Ctr #1	Fee	50	%[1]	1998	17.78	354,814	100	%
Groveport Comm Ctr #2	Fee	100	%	1999	21.80	437,000	100	%
Groveport Comm Ctr #3	Fee	100	%	1999	10.60	168,000	0	%
Groveport Comm Ctr #4	Fee	100	%	2000	22.95	427,432	100	%
Groveport Commerce Ctr. #345	Fee	100	%	2000	20.47	345,000	0	%
6600 Port Road	Fee	100	%	1995/1998	45.42	1,019,312	100	%
Lewis Center, OH
Orange Point #73	Fee	100	%	2001	6.22	74,237	26	%
Orange Point 144	Fee	100	%	2001	9.94	145,712	45	%
Mason, OH
Governor’s Pointe 4700	Fee	100	%	1987	5.51	77,890	92	%
Governor’s Pointe 4900	Fee	100	%	1987	9.41	79,034	89	%
Middletown, OH
Monroe Business Center 2	Fee	100	%	2000	25.89	525,000	100	%
Milford, OH
Park 50 Bldg 20	Fee	100	%	1987	8.37	96,714	78	%
Park 50 Bldg 25	Fee	100	%	1989	12.20	78,328	84	%
Monroe, OH
Monroe Business Center Bldg. 1	Fee	100	%	1992	24.50	399,600	100	%
Sharonville, OH
Enterprise Bldg 1	Fee	100	%	1990	7.52	87,400	100	%
Enterprise Bldg 2	Fee	100	%	1990	7.52	84,963	91	%

12

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Enterprise Bldg A	Fee	100	%	1987	2.65	20,887	80	%
Enterprise Bldg B	Fee	100	%	1988	2.65	34,940	64	%
Enterprise Bldg D	Fee	100	%	1989	5.40	60,329	100	%
Mosteller Distribution Ctr I	Fee	100	%	1957/1996	25.80	357,796	43	%
Mosteller Distribution Ctr II	Fee	100	%	1997	12.20	261,440	74	%
Perimeter Park Bldg A	Fee	100	%	1991	2.92	28,100	100	%
Perimeter Park Bldg B	Fee	100	%	1991	3.84	30,000	100	%
Solon, OH
Fountain Parkway Bldg 2	Fee	100	%	1998	12.90	224,600	100	%
Fountain Parkway Bldg 1	Fee	100	%	1997	6.50	108,700	100	%
30600 Carter	Fee	100	%	1971	11.30	190,188	100	%
6230 Cochran	Fee	100	%	1977	7.20	100,365	100	%
5821 Harper	Fee	100	%	1970	5.80	66,638	95	%
6161 Cochran	Fee	100	%	1978	6.10	62,400	78	%
5901 Harper	Fee	100	%	1970	4.10	55,263	100	%
29125 Solon	Fee	100	%	1980	5.90	47,329	100	%
6661 Cochran	Fee	100	%	1979	4.70	39,000	62	%
6521 Davis	Fee	100	%	1979	3.20	21,600	100	%
30301 Carter Street	Fee	100	%	1972	12.58	219,574	100	%
Strongsville, OH
Park 82 Bldg 2	Fee	100	%	1998	7.10	105,150	100	%
Park 82 Bldg 1	Fee	100	%	1998	4.50	67,540	100	%
Park 82 Bldg 3	Fee	100	%	1999	6.37	85,912	100	%
Park 82 Bldg 4	Fee	100	%	2000	8.24	170,705	100	%
Park 82 Bldg 5	Fee	100	%	2000	8.05	161,984	65	%
Johnson Controls	Fee	100	%	1972	14.56	85,410	100	%
Mohawk Dr. Bldg. 1	Fee	100	%	2000	9.50	77,500	100	%
Dyment	Fee	100	%	1988	12.00	246,140	100	%
Twinsburg, OH
Enterprise Parkway #1	Fee	100	%	1974/1995	7.40	66,109	100	%
Enterprise Parkway Bldg 2	Fee	100	%	2000	12.00	197,565	100	%
West Chester, OH
World Park at Union Ctr 12	Fee	100	%	2000	4.70	55,000	100	%
World Park at Union Ctr 1	Fee	50	%[1]	1998	4.00	59,400	100	%
World Park at Union Ctr 2	Fee	50	%[1]	1999	3.82	64,800	100	%
World Park at Union Ctr 3	Fee	50	%[1]	1998	15.00	321,200	100	%
World Park at Union Ctr 4	Fee	50	%[1]	1999	4.46	48,400	100	%
World Park at Union Ctr 5	Fee	50	%[1]	1999	6.43	86,400	100	%
World Park at Union Ctr 6	Fee	50	%[1]	1999	16.25	321,464	100	%
World Park at Union Ctr 8	Fee	50	%[1]	1999	15.47	340,560	100	%
World Park at Union Centre 9	Fee	50	%[1]	2001	15.85	316,800	34	%
Falls Township, PA
GM-Philadelphia	Fee	100	%	2001	43.54	394,450	100	%
Antioch, TN
Keebler	Fee	100	%	1985	4.39	36,150	100	%
Brentwood, TN
7104 Crossroads Blvd	Fee	100	%	1987	7.00	103,200	100	%
7106 Crossroads Blvd	Fee	100	%	1987	6.70	103,200	100	%
7108 Crossroads Blvd	Fee	100	%	1989	6.60	99,000	61	%
Franklin, TN
277 Mallory Station	Fee	100	%	1996	8.69	127,318	81	%
320 Premier Court	Fee	100	%	1996	7.26	106,368	100	%
305 Seaboard Lane	Fee	100	%	1998	14.23	122,094	100	%
416 Mary Lindsay Polk Dr	Fee	100	%	1996	10.00	161,037	100	%
318 Seaboard Lane Bldg 200	Fee	100	%	1999	4.07	29,276	100	%
318 Seaboard Lane Bldg 100	Fee	100	%	1999	3.25	37,019	100	%
Aspen Grove Flex Ctr III	Fee	100	%	2001	4.02	37,766	0	%
Aspen Grove Flex Ctr IV	Fee	100	%	2001	2.52	23,704	97	%
119 Seaboard Lane	Fee	100	%	1990	5.40	90,024	100	%
121 Seaboard Lane	Fee	100	%	1990	3.10	45,224	100	%
123 Seaboard Lane	Fee	100	%	1990	4.10	63,360	100	%
Nashville, TN
1420 Donelson Pike	Fee	100	%	1985	7.20	90,000	79	%
1410 Donelson Pike	Fee	100	%	1986	9.30	108,300	95	%
1400 Donelson Pike	Fee	100	%	1996	7.70	102,519	100	%
400 Airpark Center	Fee	100	%	1989	3.20	52,748	100	%
500 Airpark Center Dr.	Fee	100	%	1988	5.40	90,150	95	%
600 Airport Center Dr	Fee	100	%	1990	4.70	78,639	72	%
700 Airpark Center Dr.	Fee	100	%	1992	4.50	77,401	96	%

13

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
800 Airpark Center Dr.	Fee	100	%	1995	6.00	93,928	92	%
900 Airpark Center Dr	Fee	100	%	1995	6.00	84,307	74	%
1000 Airpark Center Dr.	Fee	100	%	1997	8.00	106,122	100	%
5270 Harding place	Fee	100	%	1996	4.01	51,960	100	%
1415 Donelson Pike	Fee	100	%	1996	12.40	156,933	100	%
1413 Donelson Pike	Fee	100	%	1996	5.15	66,737	100	%
5233 Harding Place	Fee	100	%	1998	4.01	47,938	100	%
Cumberland Business Center I	Fee	100	%	1999	19.29	166,137	100	%
700 Melrose Avenue	Fee	100	%	1997	8.32	165,776	100	%
684 Melrose Ave	Fee	100	%	1998	10.75	137,479	100	%
782 Melrose Avenue	Fee	100	%	1997	8.10	103,600	100	%
784 Melrose Ave.	Fee	100	%	1999	2.89	32,863	100	%
Greenbriar Business Park	Fee	100	%	1986	10.73	134,759	79	%
Haywood Oaks Bldg 2	Fee	100	%	1988	2.94	50,400	100	%
Haywood Oaks Bldg 3	Fee	100	%	1988	2.94	53,698	60	%
Haywood Oaks Bldg 4	Fee	100	%	1988	5.23	46,800	86	%
Haywood Oaks Bldg 5	Fee	100	%	1988	5.23	61,172	62	%
Haywood Oaks Bldg 6	Fee	100	%	1989	10.53	113,691	75	%
Haywood Oaks Bldg 7	Fee	100	%	1995	8.24	66,873	100	%
Haywood Oaks Bldg 8	Fee	100	%	1997	15.44	71,615	83	%
Haywood Oaks East	Fee	100	%	2000	13.00	120,657	53	%
Metro Airport Center Bldg 1	Fee	100	%	1999	6.37	80,675	94	%
Metro Airport Bus Ctr C	Fee	100	%	2001	7.25	85,000	83	%
566 Mainstream Dr.	Fee	100	%	1982	6.92	95,644	88	%
621 Mainstream Dr.	Fee	100	%	1984	7.18	52,302	79	%
Riverview Business Center I	Fee	100	%	2000	8.26	42,015	100	%
Riverview Business Center II	Fee	100	%	2001	4.84	59,398	20	%
3300 Briley Park Blvd	Fee	100	%	1997	18.27	195,379	100	%
2515 Perimeter Park	Fee	100	%	1990	4.46	71,031	100	%
500 Royal Parkway	Fee	100	%	1990	4.70	75,000	100	%
Carrollton, TX
Trinity Mills VI	Fee	50	%[1]	1986	11.70	241,477	100	%
Trinity Mills VII	Fee	50	%[1]	1986	4.97	106,472	100	%
Frankford Distribution I	Fee	50	%[1]	1994	7.26	153,200	100	%
Frankford Distribution II	Fee	50	%[1]	1995	5.54	123,200	100	%
Frankford III	Fee	50	%[1]	1996	9.96	221,400	100	%
Dickerson Service Center	Fee	50	%[1]	1995	2.32	42,225	100	%
Frankford Interchange	Fee	50	%[1]	1997	21.03	380,002	100	%
McDaniel	Fee	50	%[1]	1981	4.85	125,000	100	%
Hutton Drive	Fee	50	%[1]	1981	4.86	97,921	100	%
Coppell, TX
Freeport IX	Fee	50	%[1]	2001	26.66	559,582	72	%
Freeport II	Fee	50	%[1]	1996	14.40	280,000	100	%
Freeport III	Fee	50	%[1]	1996	15.59	297,903	100	%
Freeport IV	Fee	50	%[1]	1996	12.26	125,103	100	%
Freeport V	Fee	50	%[1]	2000	9.55	115,950	45	%
Freeport VI	Fee	50	%[1]	2000	12.09	228,210	100	%
Freeport VII	Fee	50	%[1]	2001	17.82	383,449	0	%
Farmers Branch, TX
One Valwood Park	Fee	50	%[1]	1991	12.20	113,000	100	%
Two Valwood Park	Fee	50	%[1]	1996	5.27	126,800	100	%
Fort Worth, TX
14900 Trinity Blvd.	Fee	50	%[1]	1984	14.30	310,000	100	%
Garland, TX
Garland Business Center II	Fee	50	%[1]	1999	15.15	143,598	100	%
International I	Fee	50	%[1]	1996	7.70	151,200	100	%
International II	Fee	50	%	1996	12.70	283,600	100	%
Grand Prairie, TX
1252 Avenue T	Fee	50	%[1]	1983	5.86	50,000	100	%
1302 Avenue T	Fee	50	%[1]	1983	5.81	70,000	100	%
Carrier Warehouse	Fee	50	%[1]	1980	5.11	110,880	100	%
Regency	Fee	50	%[1]	1980	7.85	132,521	100	%
Irving, TX
Texas Plaza I	Fee	50	%[1]	1997	9.10	115,926	93	%
Texas Plaza II	Fee	50	%[1]	1999	5.22	71,550	100	%
Lewisville, TX
1550 Lakeway Drive	Fee	50	%[1]	1997	11.92	200,515	100	%
501 E Corporate Dr	Fee	50	%[1]	1998	9.72	159,000	100	%

14

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Roanoke, TX
General Motors at Alliance	Fee	100	%	2001	26.00	394,450	100	%
Milwaukee, WI
San Francisco Music Box	Fee	33.33	%[1]	1993	8.90	153,600	100	%
Office
Brandon, FL
Regency I	Fee	100	%	2000	5.72	58,210	100	%
Celebration, FL
Celebration Business Center I	Fee	100	%	1997	5.78	62,876	100	%
Celebration Business Center II	Fee	100	%	1997	4.00	43,020	100	%
Celebration Office Center I	Fee	100	%	2000	6.08	80,736	94	%
Celebration Office Center II	Fee	100	%	2001	6.08	80,736	6	%
Ft. Lauderdale, FL
Sawgrass - Building 1	Fee	84.5	%[1]	1999	8.55	83,374	100	%
Beacon Pointe at Weston Bldg 1	Fee	50	%[1]	1999	6.88	97,579	95	%
Jacksonville, FL
7011 A.C. Skinner Pkwy	Fee	100	%	1999	4.76	59,448	100	%
Lake Mary, FL
Northpoint Center I	Fee	85	%[1]	1998	8.49	108,272	100	%
Northpoint Center II	Fee	94.75	%[1]	1999	8.76	108,499	50	%
Northpoint III	Fee	100	%	2001	8.79	108,499	100	%
Sunrise, FL
Sawgrass Commerce Ctr Phase II	Fee	94.7	%[1]	2000	7.73	69,872	36	%
Tampa, FL
Highland Oaks I	Fee	100	%	1999	10.70	124,597	100	%
Highland Oaks II	Fee	100	%	1999	10.70	124,997	31	%
Weston, FL
Beacon Pointe at Weston Ph II	Fee	50	%[1]	2000	5.82	97,178	18	%
Alpharetta, GA
3925 Brookside Parkway	Fee	100	%	1998	9.98	106,631	100	%
3625 Brookside Parkway	Fee	100	%	1999	10.75	133,355	86	%
Radiant II	Fee	100	%	2000	5.60	80,314	100	%
Brookside II	Fee	100	%	2000	10.80	133,442	17	%
2550 Northwinds Parkway	Fee	100	%	1998	14.22	148,509	93	%
Atlanta, GA
6 W. Druid Hills Drive	Fee	100	%	1968	2.83	80,757	100	%
2801 Buford Highway	Fee	100	%	1977	5.82	115,712	98	%
1190 W. Druid Hills Drive	Fee	100	%	1980	5.56	79,384	94	%
Duluth, GA
3805 Crestwood Parkway	Fee	100	%	1997	7.20	104,947	81	%
3885 Crestwood Parkway	Fee	100	%	1998	6.33	103,607	100	%
Hampton Green Off I	Fee	100	%	2000	10.11	122,809	82	%
Kennesaw, GA
3391 Town Point Drive	Fee	100	%	1999	7.35	93,849	92	%
Lawrenceville, GA
Huntcrest I	Fee	100	%	2000	7.19	103,650	100	%
Huntcrest II	Fee	100	%	2000	6.18	103,712	98	%
Norcross, GA
4366 Park Drive	Fee	100	%	1981	1.00	9,481	34	%
1835 Shackleford Court	Fee	100	%	1990	3.29	56,576	87	%
1854 Shackleford Road	Fee	100	%	1985/1995	6.30	94,677	83	%
4275 Shackleford Court	Fee	100	%	1985	2.86	32,280	98	%
5755 Peachtree Industrial Blvd	Fee	100	%	1997	6.00	50,000	100	%
Roswell, GA
1357 Hembree Road	Fee	100	%	1999	5.62	51,189	100	%
10745 Westside Parkway	Fee	100	%	1995	5.00	58,093	100	%
Arlington Heights, IL
Atrium II	Fee	100	%	1986	6.55	100,952	100	%
Downers Grove, IL
Executive Towers I	Fee	100	%	1983	6.33	204,701	89	%
Executive Towers II	Fee	100	%	1984	6.33	224,206	65	%
Executive Towers III	Fee	100	%	1987	6.33	222,400	38	%
Lake Forest, IL
One Conway Park	Fee	100	%	1989	8.97	102,579	100	%

15

					Year			Percent
Project Name/	Ownership		Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest		Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Lisle, IL
Central Park of Lisle 1	Fee		50	%[1]	1990	8.88	345,200	96	%
Central Park of Lisle 2	Fee		50	%[1]	1999	8.36	303,246	93	%
Westmont, IL
Oakmont Circle Office	Fee		100	%	1990	6.90	115,737	97	%
Carmel, IN
Hamilton Crossing Bldg 2	Fee		100	%	1997	5.10	33,784	100	%
Hamilton Crossing Bldg 3	Fee		100	%	2000	8.63	141,812	93	%
Hamilton Crossing Bldg 4	Fee		100	%	1999	5.80	84,374	100	%
Greenwood, IN
South Park Bldg 1	Fee		100	%	1989	5.40	39,715	82	%
South Park Bldg 3	Fee		100	%	1990	3.25	36,023	100	%
Indianapolis, IN
8465 Katc 2-story	Fee		100	%	1983	1.31	28,532	97	%
F.C. Tucker	Fee	[3]	100	%	1978	4.70	4,840	100	%
8555 Katc 4-story	Fee	[3]	100	%	1985	5.42	75,545	100	%
3520 Commerce Crossing	Fee		100	%	1976	2.69	30,900	72	%
Park 100 Bldg 110	Fee		50	%[1]	1987	4.70	35,700	7	%
One North Capitol	Fee	[4]	100	%	1980	0.34	161,984	90	%
Park 100 Bldg 116	Fee		100	%	1988	5.28	35,713	100	%
Park 100 Bldg 118	Fee		100	%	1988	6.50	35,700	46	%
Park 100 Bldg 119	Fee		100	%	1989	6.50	53,300	100	%
Park 100 Bldg 124	Fee		50	%[1]	1992	3.88	48,000	100	%
Park 100 Bldg 132	Fee		100	%	1997	4.40	27,600	100	%
Woodland Corporate Park I	Fee		100	%	1998	6.00	77,186	100	%
Woodland Corporate Park II	Fee		100	%	1999	5.25	61,700	92	%
One Parkwood	Fee		100	%	1989	5.93	109,170	97	%
Two Parkwood	Fee		100	%	1996	5.96	94,177	91	%
Three Parkwood	Fee		100	%	1997	6.24	122,839	100	%
Four Parkwood	Fee		100	%	1998	5.90	133,086	96	%
Five Parkwood	Fee		100	%	1999	3.37	133,758	100	%
Six Parkwood	Fee		100	%	2000	6.10	199,284	94	%
Seven Parkwood	Fee		50	%[1]	2000	4.40	89,259	94	%
Software Artistry	Fee		100	%	1997	6.90	108,273	100	%
Woodland Corporate Park III	Fee		100	%	1999	6.03	65,500	98	%
Woodland Corporate Park IV	Fee		100	%	2000	6.40	91,067	100	%
Two Woodfield Crossing	Fee		100	%	1987	7.50	119,552	74	%
Three Woodfield Crossing	Fee		100	%	1989	13.30	259,777	87	%
Bloomington, MN
Alpha Business Ctr I&II	Fee		100	%	1980	2.93	41,581	88	%
Norman Center 2	Fee		100	%	1970	6.23	62,301	100	%
Norman Center 4	Fee		100	%	1967	4.27	45,332	100	%
Norman Pointe I	Fee		100	%	2000	4.00	210,000	28	%
Burnsville, MN
Professional Plaza I	Fee		100	%	1986	2.80	38,033	88	%
Edina, MN
Pakwa III	Fee		100	%	1979	1.67	19,978	90	%
Golden Valley, MN
Edina Realty	Fee		100	%	1965	1.93	24,080	100	%
5075 Building	Fee		100	%	1965	3.41	42,479	36	%
Tyrol West	Fee		100	%	1968	2.98	37,098	76	%
Minnetonka, MN
10801 Red Circle Dr.	Fee		100	%	1977	4.00	60,078	100	%
Plymouth, MN
Westpoint Business Ctr	Fee		100	%	1978	1.28	16,708	100	%
St. Louis Park, MN
5219 Building	Fee		100	%	1965	0.73	9,141	90	%
North Plaza	Fee		100	%	1966	2.26	28,693	94	%
1600 Tower	Fee		100	%	2000	3.00	248,541	54	%
South Plaza	Fee		100	%	1966	2.68	33,370	80	%
Travelers Express Tower	Fee		100	%	1987	5.40	237,643	85	%
Creve Couer, MO
Twin Oaks	Fee		100	%	1995	5.91	85,070	100	%
Earth City, MO
3322 NGIC	Fee	[4]	100	%	1987	6.61	112,000	100	%

16

					Year			Percent
Project Name/	Ownership		Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest		Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
Maryland Heights, MO
Riverport Tower	Fee		100	%	1991	20.40	317,891	67	%
Express Scripts HQ	Fee		100	%	1999	11.40	141,774	100	%
St. Louis, MO
3300 Pointe 70	Fee	[4]	100	%	1989	6.61	104,583	100	%
Laumeier I	Fee		100	%	1987	4.26	114,037	100	%
Laumeier II	Fee		100	%	1988	4.64	113,308	99	%
Laumeier IV	Fee		100	%	1987	2.24	61,340	67	%
500-510 Maryville Centre	Fee		100	%	1984	9.27	165,544	91	%
530 Maryville Centre	Fee		100	%	1990	5.31	107,962	98	%
550 Maryville Centre	Fee		100	%	1988	4.55	97,106	95	%
635-645 Maryville Centre	Fee		100	%	1987	8.78	151,564	98	%
655 Maryville Centre	Fee		100	%	1994	6.26	93,527	100	%
540 Maryville Centre	Fee		100	%	1990	5.23	107,972	89	%
625 Maryville Centre	Fee		49	%[1]	1994	6.26	104,990	83	%
520 Maryville Centre	Fee		100	%	1998	5.30	115,453	100	%
700 Maryville Centre	Fee		100	%	1999	5.70	215,564	100	%
533 Maryville Centre	Fee		100	%	2000	5.44	125,296	100	%
555 Maryville Centre	Fee		100	%	2000	5.43	127,082	34	%
Westmark	Fee		100	%	1987	6.95	132,736	100	%
Westport Place	Fee		100	%	1999	6.03	94,006	100	%
Westview Place	Fee		100	%	1988	2.69	124,381	90	%
Cary, NC
One Gateway Centre	Fee			[6]	2001	5.85	75,528	44	%
Two Gateway Centre	Fee			[6]	2001	5.90	70,340	0	%
200 Regency Forest Dr.	Fee		100	%	1999	16.94	102,561	100	%
100 Regency Forest Dr.	Fee		100	%	1997	11.90	103,597	99	%
Regency Forest III	Fee		100	%	2000	8.47	109,570	100	%
6501 Weston Parkway	Fee		100	%	1996	8.52	93,990	100	%
Chapel Hill, NC
Governors Village	Fee		100	%	2000	3.88	54,400	36	%
Morrisville, NC
2400 Perimeter Park Dr.	Fee		100	%	1999	5.50	59,629	100	%
1400 Perimeter Park Drive	Fee		100	%	1991	3.33	44,916	100	%
1500 Perimeter Park Drive	Fee		100	%	1996	5.47	79,745	100	%
1600 Perimeter Park Drive	Fee		100	%	1994	5.70	94,897	75	%
1800 Perimeter Park Drive	Fee		100	%	1994	3.94	54,434	88	%
2000 Perimeter Park Drive	Fee		100	%	1997	4.25	55,906	100	%
1700 Perimeter Center West	Fee		100	%	1997	5.08	77,239	100	%
3900 N. Paramount Parkway	Fee		100	%	1998	5.88	100,987	100	%
3900 S.Paramount Pkwy	Fee		100	%	2000	5.88	119,170	100	%
5200 East Paramount	Fee		100	%	1999	12.19	154,853	100	%
3500 Paramount Pkwy	Fee		100	%	1999	3.36	61,603	100	%
5200 West Paramount	Fee		100	%	2000	12.36	160,747	100	%
Raleigh, NC
5520 Capital Ctr Dr	Fee		100	%	1993	3.67	37,630	100	%
801 Jones Franklin Rd	Fee		100	%	1995	4.09	69,217	71	%
Brook Forest I	Fee		100	%	2000	4.88	65,721	36	%
Crabtree Overlook	Fee		100	%	2000	8.70	154,475	35	%
Beachwood, OH
One Corporate Exchange	Fee		100	%	1989	5.30	88,376	97	%
Corporate Place	Fee		100	%	1988	4.50	85,845	92	%
Blue Ash, OH
Alliance Woods	Fee		100	%	2000	7.10	190,733	68	%
Huntington Bank Building	Fee		100	%	1986	0.94	3,235	100	%
Lake Forest Place	Fee		100	%	1985	13.50	217,264	92	%
Westlake Center	Fee		100	%	1981	11.76	179,850	88	%
Cincinnati, OH
One Ashview Place	Fee		100	%	1989	6.88	120,924	76	%
Blue Ash Office Ctr VI	Fee		100	%	1989	2.96	36,138	59	%
Zussman Bldg	Fee	[5]	100	%	1986	0.69	90,127	95	%
312 Elm	Fee		100	%	1992	1.10	378,786	84	%
Executive Plaza I	Fee		100	%	1980	5.83	88,481	75	%
Executive Plaza II	Fee		100	%	1981	5.02	88,885	100	%
Executive Plaza III	Fee		100	%	1998	5.60	89,341	94	%
Dun & Bradstreet Bldg	Fee		100	%	1972	8.34	38,000	100	%
8790 Governor’s Hill	Fee		100	%	1985	5.00	58,177	67	%

17

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
8800 Governor’s Hill	Fee	100	%	1985	2.13	28,700	82	%
8600 Governor’s Hill	Fee	100	%	1986	10.79	202,106	100	%
Kenwood Executive Center	Fee	100	%	1981	3.46	54,207	75	%
8230 Kenwood Commons	Fee	75	%[1]	1986	2.09	46,145	98	%
8280 Kenwood Commons	Fee	75	%[1]	1986	2.09	46,434	83	%
Kenwood MOB	Fee	100	%	1999	7.50	80,074	100	%
Pfeiffer Woods	Fee	100	%	1998	11.30	116,364	100	%
Pfeiffer Place	Fee	100	%	2001	8.05	157,566	52	%
312 Plum	Fee	100	%	1987	0.69	230,489	98	%
Remington Park Bldg A	Fee	100	%	1982	3.20	38,473	100	%
Remington Park Bldg B	Fee	100	%	1982	3.20	38,278	52	%
Triangle Office Park	Fee	100	%	1965/1985	15.64	172,650	82	%
Columbus, OH
One Easton Oval	Fee	100	%	1998	7.69	125,031	100	%
Two Easton Oval	Fee	100	%	1996	7.66	128,690	100	%
Easton Way One	Fee	100	%	2000	5.12	106,765	100	%
Easton Way Two	Fee	100	%	2001	5.17	114,548	0	%
1000 Polaris Parkway	Fee	100	%	1992	8.42	72,588	100	%
Dublin, OH
Metrocenter III	Fee	100	%	1983	5.91	75,342	92	%
Scioto Corporate Center	Fee	100	%	1987	7.58	57,242	90	%
Qwest	Fee	100	%	1990	13.00	164,639	100	%
Sterling 1	Fee	100	%	1990	7.66	106,300	100	%
4700 Lakehurst Ct.	Fee	100	%	1994	3.86	49,809	84	%
Sterling 2	Fee	100	%	1995	3.33	57,660	100	%
John Alden Life Ins.	Fee	100	%	1995	6.51	104,016	92	%
5555 Glendon Court	Fee	100	%	1995	10.95	132,939	100	%
Sterling 3	Fee	100	%	1996	3.56	64,500	100	%
Compmanagement	Fee	100	%	1997	5.60	68,700	100	%
Sterling 4	Fee	100	%	1998	3.10	94,219	100	%
Xerox Bldg-5555 Parkcenter Cir	Fee	100	%	1992	6.09	84,167	100	%
Parkwood Place	Fee	100	%	1997	9.08	156,000	100	%
Nationwide	Fee	100	%	1996	17.90	315,102	100	%
Emerald II	Fee	100	%	1998	3.21	45,716	76	%
Atrium II, Phase I	Fee	100	%	1997	11.04	145,064	93	%
Atrium II, Phase II	Fee	100	%	1998	10.42	145,512	95	%
Blazer I	Fee	100	%	1999	5.65	71,491	100	%
Parkwood II	Fee	100	%	2000	8.98	164,900	100	%
Blazer II	Fee	100	%	2000	5.93	85,082	93	%
Emerald III	Fee	100	%	2001	8.17	128,280	26	%
Independence, OH
Corporate Plaza I	Fee	100	%	1989	6.10	112,907	88	%
Corporate Plaza II	Fee	100	%	1991	4.90	103,834	96	%
Freedom Square I	Fee	100	%	1980	2.59	40,710	93	%
Freedom Square II	Fee	100	%	1987	7.41	116,665	98	%
Freedom Square III	Fee	100	%	1997	2.00	71,025	100	%
Oak Tree Place	Fee	100	%	1979/1995	5.00	70,906	98	%
Park Center Bldg I	Fee	100	%	1998	6.68	135,542	97	%
Park Center Bldg 2	Fee	100	%	1999	6.67	142,150	97	%
Park Center Bldg 3	Fee	100	%	2000	6.67	133,958	48	%
Mason, OH
Deerfield Crossing Bldg 1	Fee	100	%	1999	8.50	159,624	97	%
Deerfield Crossing Bldg 2	Fee	100	%	2001	7.50	159,624	83	%
Governor’s Pointe 4770	Fee	100	%	1986	4.50	76,037	87	%
Governor’s Pointe 4705	Fee	100	%	1988	7.50	142,027	100	%
Governor’s Pointe 4605	Fee	100	%	1990	8.00	178,725	100	%
Governor’s Pointe 8990	Fee	100	%	1997	5.00	78,240	100	%
Governor’s Pointe 4660	Fee	100	%	1997	4.65	76,902	89	%
Governor’s Pointe 4680	Fee	100	%	1998	9.80	128,355	96	%
Mayfield Heights, OH
Landerbrook Corp. Center I	Fee	100	%	1997	8.00	112,886	99	%
Landerbrook Corp. Center II	Fee	100	%	1998	5.74	103,300	42	%
Landerbrook Corp. Center III	Fee	100	%	2000	6.17	103,311	0	%
Milford, OH
Park 50 Bldg 17	Fee	100	%	1985	8.19	70,644	89	%
New Albany, OH
Express Med	Fee	50	%[1]	1998	8.81	103,606	100	%
Novus Services, Inc.	Fee	100	%	1999	51.70	326,481	100	%
6525 Campus Oval	Fee	100	%	1999	4.40	66,575	100	%

18

				Year			Percent
Project Name/	Ownership	Company’s		Constructed/	Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded	(Acres)	Area (Sq. Ft.)	12/31/2001
North Olmsted, OH
Great Northern Corp Center I	Fee	100	%	1985	5.33	99,260	94	%
Great Northern Corp Center II	Fee	100	%	1987	5.32	104,402	97	%
Great Northern Corp Center III	Fee	100	%	1999	1.80	68,000	93	%
Pepper Pike, OH
Corporate Circle	Fee	100	%	1983	6.65	120,475	74	%
Seven Hills, OH
Rock Run - North	Fee	100	%	1984	5.00	62,565	99	%
Rock Run - Center	Fee	100	%	1985	5.00	62,223	100	%
Rock Run - South	Fee	100	%	1986	5.00	62,989	88	%
Westerville, OH
Liebert	Fee	100	%	1999	5.65	67,657	100	%
Brentwood, TN
Creekside Crossing One	Fee	100	%	1997	5.35	117,382	99	%
Creekside Crossing Two	Fee	100	%	1999	5.35	116,390	92	%
Franklin, TN
341 Cool Springs Blvd	Fee	100	%	1999	18.18	87,790	86	%
Nashville, TN
Three Lakeview	Fee	100	%	1999	7.11	149,700	67	%
One Lakeview Place	Fee	100	%	1986	6.46	114,972	67	%
Two Lakeview Place	Fee	100	%	1988	6.45	114,586	59	%
545 Mainstream Dr.	Fee	100	%	1983	8.91	86,676	86	%
Plano, TX
Metasolv Building Phase I	Fee	100	%	1997	9.56	52,000	100	%
Metasolv Building Phase II	Fee	100	%	1999	4.17	100,000	100	%
Retail
Alpharetta, GA
11835 Alpharetta Highway	Fee	100	%	1994	2.25	15,000	100	%
Atlanta, GA
2071 N. Druid Hills Drive	Fee	100	%	1968	0.59	4,115	100	%
Carmel, IN
Hamilton Crossing Retail Bldg 1	Fee	100	%	1999	9.00	82,374	96	%
Indianapolis, IN
First Indiana Branch	Fee	100	%	1988	1.00	2,400	100	%
Park 100 Bldg 121	Fee	100	%	1989	2.27	19,716	70	%
Florence, KY
Sofa Express	Fee	100	%	1997	1.78	20,250	100	%
Cincinnati, OH
Fountain Place	Fee	14	%[1]	1997	1.98	206,315	100	%
Mason, OH
Bigg’s Supercenter	Fee	100	%	1996/1998	14.00	198,940	100	%
Lowes	Fee	100	%	1997/1999	17.90	161,397	91	%
Woodlawn, OH
Glenwood Crossing	Fee	100	%	1999	14.06	34,885	100	%
	Total In-Service				6,637.39	102,892,455	89	%
Under Development
Industrial
Orlando, FL
Lee Vista Distrib. Center III	Fee	100	%	2001	7.75	101,290	0	%
Suwanee, GA
United Stationers BTS	Fee	50	%[1]	2002	35.86	600,674	100	%
90 Horizon Drive Expansion	Fee	50	%[1]	2001	0.00	8,400	100	%
Bolingbrook, IL
555 Joliet Road	Fee	100	%	1967/2002	17.62	404,052	96	%
Carol Stream, IL
Carol Stream Building 3	Fee	50	%[1]	2002	13.19	305,094	0	%
Indianapolis, IN
Park Fletcher Bldg 41	Fee	50	%[1]	2001	7.74	86,400	0	%
Park Fletcher Bldg 42	Fee	50	%[1]	2001	11.58	281,461	0	%
Plainfield, IN
Plainfield Building 3	Fee	100	%	2001	36.50	600,000	0	%

19

				Year				Percent
Project Name/	Ownership	Company’s		Constructed/		Land Area	Net Rentable	Leased
Location	Interest	Interest		Expanded		(Acres)	Area (Sq. Ft.)	12/31/2001
St. Louis, MO
Lakeside Crossing I	Fee	100	%	2001		3.33	38,850	0	%
Lakeside Crossing 3	Fee	100	%	2001		8.66	106,995	47	%
Southridge Business Center	Fee	100	%	2002		7.76	75,000	0	%
Glenwillow, OH
Emerald Valley Bldg 2	Fee	100	%	2001		10.20	144,000	0	%
Solon, OH
Fountain Parkway Bldg 3	Fee	100	%	2001		8.33	100,000	100	%
Nashville, TN
Airpark East-Eagle Bldg	Fee	100	%	2001		13.96	122,500	61	%
Carrollton, TX
Eisenhower Distribution Center	Fee	50	%[1]	2001		10.32	198,900	0	%
Office
Brandon, FL
Regency II	Fee	100	%	2001		5.67	58,210	100	%
Lake Mary, FL
Northpoint IV	Fee	100	%	2002		8.11	118,402	0	%
Sunrise, FL
Sawgrass Pointe	Fee	100	%	2001		16.96	235,890	0	%
Weston, FL
Beacon Pointe at Weston Ph III	Fee	50	%[1]	2001		5.82	97,178	0	%
Duluth, GA
Huntcrest III	Fee	50	%[1]	2001		9.50	132,533	0	%
Warrenville, IL
Lakeview at Cantera	Fee	100	%	2001		11.82	165,000	0	%
Indianapolis, IN
Woodland Corporate Park V	Fee	100	%	2002		10.00	120,000	100	%
Morrisville, NC
2450 Perimeter Park	Fee	100	%	2001		5.29	57,160	62	%
Raleigh, NC
Spring Forest Business Ctr III	Fee	100	%	2002		3.00	40,769	63	%
Dublin, OH
Nationwide Bldg A	Fee	100	%	2001		22.65	401,683	100	%
Retail
Florence, KY
Turfway Crossing	Fee	100	%	2001		8.18	100,773	78	%
	Total Under Development				299.80		4,701,214	41	%
	Total In-Service and Under Development				6,937.19		107,593,669	87	%

[1]   The Company retains the indicated effective ownership interest in an entity which owns the building.  The Company shares in the profit or loss from such building in accordance with the Company’s ownership.

[2]   These buildings are owned by a partnership in which the Company is a partner. The Company owns a 10% capital interest in the partnership and receives a 50% interest in the residual cash flow after payment of a 9%  preferred return to the other partner on its capital interest.

[3]   The Company owns the building and has a leasehold interest in the land underlying this building with a lease term expiring in 2048 or later.

[4]   These are properties for which there are loans to owners which fully encumber the properties.  Under the terms of the loans, the Company effectively receives all income and economic value from the properties.  As a result, the properties are accounted for as owned properties.

[5]  The Company has a leasehold interest in the building and the underlying land with a lease term expiring June 2020.  The Company has an option to purchase the fee interest in the property throughout the term of the lease.

[6] This building is owned by a partnership in which the Company’s ownership percentage will be between 60 and 65%.  The Company will receive a 12% preferred return on its equity, with any excess cash flow received in accordance  with the ownership interest.

Item 3.  Legal Proceedings

The Company is not party to any claims or litigation that it believes the results, individually or in the aggregate, will have a material adverse affect on its business, financial position or results of operations.

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Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2001.

EXECUTIVE OFFICERS OF THE REGISTRANT

Howard L. Feinsand, age 54. Mr. Feinsand has served as the Company’s Executive Vice President, Acquisitions/Disposition, and General Counsel since 1999.  He directs the Company’s acquisition and disposition activities and oversees its legal department.  Mr. Feinsand has served on the Company's Board of Directors since 1988 and has served on the Duke Investment Committee since 1999.  From 1996 until 1999, Mr. Feinsand was the founder and principal of Choir Capital Ltd.  From 1995 until 1996, he was Managing Director of Citicorp North America, Inc.  He was the Senior Vice President and Manager-Capital Markets, Pricing and Investor Programs of GE Capital Aviation Services, Inc., an aircraft leasing company, from 1989 to 1995.

Robert M. Chapman, age 48.  Mr. Chapman has served as the Company’s Executive Vice President, Southern Region, since 2000. He is responsible for the Company’s Atlanta, Orlando, Tampa, Raleigh and Dallas property portfolios.  Mr. Chapman was previously the Company’s Executive Vice President of the Atlanta/Texas region from 1999 to 2000, and its Executive Vice President of Acquisitions and Dispositions from 1997 to 1999. Before joining the Company in 1997, he served as Senior Vice President and Portfolio Manager for The RREEF Funds. Prior to that, Mr. Chapman was employed by Gerald Hines Interests and Lincoln Property Company.

Darell E. Zink, Jr., age 55  Mr. Zink joined the Company in 1982.  He is the Executive Vice President and Chief Financial Officer of the Company and is responsible for all accounting, administrative and financial reporting functions for Duke Realty.  He is a Director of the Company and has served on the Company Investment Committee for 24 years.

Thomas L. Hefner, age 55.  Mr. Hefner has been Chairman of the Company since 1998, and its Chief Executive Officer since 1993.  He joined the Company’s predecessor, Duke Associates, as Managing General Partner in 1981 and became President and Chief Executive Officer of the Company in 1993.  Mr. Hefner is a member of the Board of Governors of the National Association of Real Estate Investments Trust, the Board of Directors of the Central Indiana Corporate Partnership, the Board of Directors of the Nature Conservancy of Indiana, the Dean’s Advisory Council of Purdue University’s Krannert School of Business and the Board of Directors of Project e.

Richard W. Horn, age 44.  Mr. Horn has been President of the Company since July 2000.  From 1997 to 1999, he was the Company’s Executive Vice President, Office.  In this role, he was responsible for oversight of the Company’s office properties.  From 1999 to 2000, Mr. Horn was the Company’s Executive Vice President of the Midwest Office, and from 1995 to 1997, he served as its Vice President of Acquisitions.  Mr. Horn joined the Company as a leasing representative in 1984 and later served as Marketing Director for Duke’s Cincinnati, Ohio properties.  In 1988, he was named Vice President of Michigan and Tennessee Operations and in 1993 he became Vice President of Acquisitions.

Gary A. Burk, age 50.  Mr. Burk is Executive Vice President of the Company, responsible for its construction operations.  Since 1984, he has been responsible for directing all of the Company’s construction operating units, including pre-construction services, project management, field operations, tenant finish and other construction services throughout the Midwest and Southeast.  Mr. Burk has 27 years of construction and management experience.

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Dennis D. Oklak, age 48.  Mr. Oklak has been Executive Vice President and Chief Administrative Officer of the Company since 1997.  In this role, he supervises the accounting and tax activities and also the information technology, human resources and tenant services.  From 1993 to 1997, he served as the Company’s Vice President and Treasurer.  Mr. Oklak joined the Company in 1986 as Tax Manager and was later named Controller of development companies before being named Vice President and Treasurer.  In that position, he served as the Chief Accounting Officer with responsibility for financial reporting in public offerings of securities, assisting the vice presidents of each business unit with deal structuring and supervising all financial aspects of the Company.

William E. Linville, III, age 47.  Mr. Linville has been Executive Vice President, Midwest Region, for the Company since March 2001.  In this role, he has responsibility for Indiana, Columbus, Cleveland, Cincinnati, Minneapolis and St. Louis operations.  From 1994 until March 2001, Mr. Linville led the Company’s Midwest Industrial Group.  In that role, he oversaw the creation, development and operations of nearly 50 development parks across the Midwest.  He originally joined the Company in 1987 as head of its Indiana Industrial Group.

PART II

Item 5.  Market for the Registrant’s Common Equity and Related Stockholder Matters

The Company’s common shares are listed for trading on the New York Stock Exchange, symbol DRE. The following table sets forth the high and low sales prices of the common stock for the periods indicated and the dividend paid per share during each such period.  Comparable cash dividends are expected in the future. As of March 1, 2002, there were 10,865 record holders of common shares.

	2001						2000
Quarter Ended	High		Low		Dividend		High		Low		Dividend
December 31	$	24.80	$	22.00	$	.45	$	25.56	$	22.00	$	.43
September 30	26.17		21.60		.45		25.75		22.63		.43
June 30	24.99		22.00		.43		23.88		18.63		.39
March 31	25.44		21.85		.43		20.75		17.75		.39

On January 30, 2002, the Company declared a quarterly cash dividend of $.45 per share, payable on February 28, 2002, to common shareholders of record on February 12, 2002.

A summary of the tax characterization of the dividends paid per common share for the years ended December 31, 2001, 2000 and 1999 follows:

	2001			2000			1999
Total dividends paid per share	$	1.76		$	1.64		$	1.46
Ordinary income	90.9		%	85.6		%	94.8		%
Return of capital	0.0		%	10.9		%	3.8		%
Capital gains	9.1		%	3.5		%	1.4		%
	100.0		%	100.0		%	100.0		%

Dividends per common share of $1.34, $1.26 and $1.23 were required for the Company to maintain its REIT status in 2001, 2000, and 1999, respectively.

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Item 6.  Selected Consolidated Financial Data

The following sets forth selected consolidated financial and operating information on a historical basis for the Company for each of the years in the five-year period ended December 31, 2001. The following information should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” included in this Form 10-K (in thousands, except per share amounts):

	2001			2000			1999			1998			1997
Results of Operations:
Revenues:
Rental Operations	$	723,349		$	711,826		$	535,563		$	348,625		$	229,702
Service Operations	80,459			82,799			54,031			24,716			22,378
Total Revenues	$	803,808		$	794,625		$	589,594		$	373, 341		$	252,080
Net Income Available for Common Shares	$	229,967		$	212,958		$	139,636		$	90,871		$	65,999
Per Share Data :
Net Income per Common Share:
Basic	$	1.77		$	1.68		$	1.33		$	1.13		$	.99
Diluted	1.75			1.66			1.32			1.12			.98
Dividends paid per Common Share	1.76			1.64			1.46			1.28			1.10
Weighted Average Common Shares Outstanding	129,660			126,836			104,884			80,704			66,427
Weighted Average Common and Dilutive
Potential Common Shares	151,710			147,441			120,511			92,468			74,993
Balance Sheet Data (at December 31):
Total Assets	$	5,330,033		$	5,460,036		$	5,486,238		$	2,853,653		$	2,176,214
Total Debt	1,814,856			1,973,215			2,113,476			1,007,317			720,119
Total Preferred Equity	608,664			608,874			609,998			360,000			225,000
Total Shareholders’ Equity	2,785,009			2,712,890			2,668,596			1,570,112			1,234,681
Total Common Shares Outstanding	131,416			127,932			125,823			86,053			76,065
Other Data:
Funds From Operations(1)	$	346,747		$	317,360		$	234,273		$	154,074		$	107,256
Cash Flow Provided by (Used by):
Operating activities	$	433,656		$	449,130		$	315,635		$	221,188		$	159,195
Investing activities	7,551			(97,752		)	(740,269		)	(703,814		)	(597,324		)
Financing activities	(470,915		)	(330,952		)	436,449			479,223			443,148

(1)  Funds From Operations is defined by the National Association of Real Estate Investment Trusts as net income or loss, excluding gains or losses from debt restructuring and sales of depreciated property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis. Funds From Operations does not represent cash flow from opera-tions as defined by generally accepted accounting principles, should not be considered as an alternative to net income as an indicator of the Company’s operating performance, and is not indicative of cash available to fund all cash flow needs.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including those related to the Company’s future operations, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: general economic and business conditions; continued qualification as a real estate investment trust; competition for tenants; increases in real estate construction costs; interest rates, accessibility of debt and equity capital markets and other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters and liquidity of real

23

estate investments. The words “believe,” “estimate,” “expect” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. All forward-looking statements are inherently uncertain as they involve substantial risks and uncertainties beyond the Company’s control. The Company undertakes no obligation to update or revise any forward-looking statements for events or circumstance after the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. Further, the Company cannot assess the impact of each such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The Company’s operating results depend primarily upon income from the Rental Operations of its industrial, office and retail properties located in its primary markets. This rental income is substantially influenced by the supply and demand for the Company’s rental space in its primary markets. In addition, the Company’s continued growth is dependent upon its ability to maintain occupancy rates and increase rental rates of its in-service portfolio. The Company’s strategy for continued growth also includes developing and acquiring additional rental properties in its primary markets and expanding into other attractive markets.

For the year ended December 31, 2001, the Company’s rental revenue grew by only 2%, substantially below historical trends. This slowdown in growth resulted from a combination of a slower economy reducing overall portfolio occupancy and the sale of over $500 million of assets in 2001, which was used primarily to pay down debt. While these events have affected growth and related rental income, the Company has excellent liquidity and financial flexibility (See additional discussion under Liquidity and Capital Resources). With a debt to market capitalization ratio of 29.5% and only $120 million drawn on its $650 million unsecured lines of credit as of December 31, 2001, the Company is well positioned to make future opportunistic real estate investments. Additionally, the Company has experienced continued demand for third party construction services through its Service Operations and has significantly lowered its corporate general and administrative expenses to offset the reductions in rental income.

As noted above, the Company’s operating results depend primarily upon income from the Rental Operations of its industrial, office and retail properties. The following highlights the areas of Rental Operations that the Company considers critical for future revenue growth (all square footage totals and occupancy percentages reflect 100% of both wholly-owned properties and properties in joint ventures that the Company has ownership interests):

Same Property Performance: The Company tracks same property performance, which compares those properties that were in-service for all of a two-year period. In 2001, net operating income from the same property portfolio increased 4.4% over 2000, compared to 4.2% growth in 2000 over 1999.

Occupancy Analysis: The following table sets forth information regarding the Company’s in-service portfolio of rental properties as of December 31, 2001 (square feet in thousands):

	Total		Percent of
	Square Feet		Total Square Feet				Percent Occupied
Type	2001	2000	2001		2000			2001		2000
Industrial
Service Centers	13,833	13,519	13.4	%	13.4	%		88.7	%	92.3	%
Bulk	64,786	63,454	63.0	%	62.8	%		89.4	%	94.6	%
Office	23,528	21,505	22.9	%	21.3	%		86.0	%	91.3	%
Retail	745	2,484	0.7	%	2.5	%		96.8	%	97.8	%
Total	102,892	100,962	100	%	100.0	%		88.6	%	93.6	%

Lease Expiration: The following table reflects the Company’s in-service lease expiration schedule as of December 31, 2001, by product type indicating square footage and annualized net effective rents under expiring leases (in thousands, except per square foot amounts):

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	Total Portfolio						Industrial					Office					Retail
	Square						Square					Square					Square
Year of Expiration	Feet		Dollars		%		Feet		Dollars			Feet		Dollars			Feet		Dollars
2002	9,498		$	58,246	9	%	7,938		$		39,695	1,550		$		18,402	10		$		149
2003	9,907		64,680		10	%	7,865		38,590			2,042		26,090			—		—
2004	11,309		76,915		12	%	8,719		41,831			2,567		34,677			23		407
2005	13,769		93,325		15	%	10,918		51,884			2,813		40,939			38		502
2006	11,841		81,689		12	%	9,324		45,670			2,510		35,910			7		109
2007	6,838		50,778		8	%	5,173		27,561			1,633		22,775			32		442
2008	5,943		38,441		6	%	4,725		21,687			1,199		16,464			19		290
2009	5,902		36,668		6	%	4,755		20,122			1,128		16,177			19		369
2010	5,571		44,521		7	%	3,908		18,511			1,644		25,696			19		314
2011	4,652		41,115		7	%	3,360		20,590			1,276		20,280			16		245
2012 and Thereafter	5,941		47,985		8	%	3,524		15,875			1,879		28,085			538		4,025
	91,171		$	634,363	100	%	70,209		$	342,016		20,241		$	285,495		721		$	6,852
Total Portfolio Square Feet	102,892						78,619					23,528					745
Percent Occupied	88.61	%					89.30	%				86.03	%				96.78	%

Future Development: The Company also expects to realize growth in earnings from Rental Operations through the development and acquisition of additional rental properties in its primary markets. Specifically, the Company has 4.7 million square feet of properties under development at December 31, 2001. These properties under development should provide future earnings through Service Operations income upon sale or from Rental Operations growth as they are placed in service as follows (in thousands, except percent leased and stabilized returns):

Anticipated						Anticipated
In-Service	Square	Percent		Project		Stabilized
Date	Feet	Leased		Costs		Return
Held for Rental:
1st Quarter 2002	1,326	13	%	$	83,637	10.5	%
2nd Quarter 2002	2,011	22	%	87,117		11.1	%
3rd Quarter 2002	—	—		—		—
Thereafter	120	100	%	12,352		11.7	%
	3,457	21	%	$	183,106	10.9	%
Held for Sale:
1st Quarter 2002	402	100	%	$	33,439	10.9	%
2nd Quarter 2002	241	84	%	20,205		11.7	%
3rd Quarter 2002	601	100	%	8,230		10.1	%
Thereafter	—	—		—		—
	1,244	97	%	$	61,874	11.0	%
Total	4,701	41	%	$	244,980	10.9	%

Lease Renewals:  The Company renewed 70.1 percent of leases up for renewal in 2001, totaling 7.4 million square feet on which it attained an 11.6 percent growth in net effective rent.  This compares to renewals of 76.8 percent in 2000, totaling 8.9 million square feet and 7.4 percent growth in net effective rent.

Results of Operations

A summary of the Company’s operating results and property statistics for each of the years in the three-year period ended December 31, 2001, is as follows (in thousands, except number of properties and per share amounts):

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	2001		2000		1999
Rental Operations revenues	$	723,349	$	711,826	$	535,563
Service Operations revenues	80,459		82,799		54,031
Earnings from Rental Operations	257,701		226,352		195,394
Earnings from Service Operations	35,115		32,760		17,872
Operating income	277,257		237,968		196,710
Net income available for common shares	229,967		212,958		139,636
Weighted average common shares outstanding	129,660		126,836		104,884
Weighted average common and dilutive potential common shares	151,710		147,441		120,511
Basic net income per common share	$	1.77	$	1.68	$	1.33
Diluted net income per common share	$	1.75	$	1.66	$	1.32
Number of in-service properties at end of year	888		913		865
In-service square footage at end of year	102,892		100,962		92,502
Under development square footage at end of year	4,701		8,056		9,876

Comparison of Year Ended December 31, 2001 to Year Ended December 31, 2000

Rental Operations

Rental Operations revenue increased to $723.3 million from $711.8 million for the year ended December 31, 2001, compared to the same period in 2000. Rental Operations revenue is driven by rental income from held for rental properties (“Rental Income”) and equity in earnings from unconsolidated companies (“Equity in earnings”). Rental Income decreased from $697.3 million in 2000 to $692.0 million in 2001. This decrease is the result of an overall decrease in occupancy of in-service properties from 93.6 percent at December 31, 2000, to 88.6 percent at December 31, 2001. Also contributing to the decline in Rental Income is the effects of the Company’s property dispositions. During 2000 and 2001, the Company sold approximately $1 billion of held for investment rental properties from its in-service portfolio. A majority of these properties were over 90% leased and the new developments placed in-service over the same time period were leased at lower percentages and, therefore, the Company realized less rental income. The effects of the decreased occupancy and property sales were somewhat mitigated by the Company recognizing $17.5 million of lease termination fees in 2001, compared to $7.0 million in 2000.

Equity in earnings increased from $14.6 million in 2000 to $31.4 million for 2001.  This increase is mainly the result of the Company selling a significant number of properties to two 50% owned joint ventures in the fourth quarter of 2000. The Company recognized $14.8 million of additional equity in earnings in 2001 associated with these two ventures.

The following is a summary of the Company’s in-service portfolio since January 1, 2000:

			Square
			Feet
	Buildings		(in thousands)
Properties owned as of:
January 1, 2000	865		92,502
Acquisitions	2		169
Developments placed in service	75		11,546
Contributions from joint venture partners	24		3,331
Dispositions	(53	)	(6,586	)
December 31, 2000	913		100,962
Acquisitions	5		258
Developments placed in service	55		9,906
Dispositions	(85	)	(8,234	)
December 31, 2001	888		102,892

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Rental and real estate tax expenses increased in 2001 over 2000 generally due to increasing operating costs of the Company’s properties. These increases were mitigated by the timing of sales of properties throughout the year.

The $20.1 million decrease in interest expense is primarily attributable to lower outstanding balances on the Company’s lines of credit associated with the financing of the Company’s investment and operating activities. The Company has maintained a significantly lower balance on its lines of credit throughout 2001 compared to 2000, as a result of its property dispositions proceeds used to fund future development, combined with a lower development level as a result of the slower economy. Additionally, the Company paid off $128.5 million of secured mortgage loans throughout 2001, as well as an $85 million unsecured term loan. These decreases were partially offset by an increase in interest expense on unsecured debt as a result of the Company issuing $175.0 million of debt in February 2001, as well as a decrease in the amount of interest capitalized in 2001 versus 2000, due to the decrease in development activity by the Company.

As a result of the above-mentioned items, earnings from Rental Operations increased $31.3 million from $226.4 million for the year ended December 31, 2000, to $257.7 million for the year ended December 31, 2001.

Service Operations

Service Operations revenues decreased from $82.8 million for the year ended December 31, 2000, to $80.5 million for the year ended December 31, 2001. The Company experienced a decrease of $4.3 million in net general contractor revenues from third party jobs due to a decrease in the volume of construction in 2001, compared to 2000, as well as slightly lower profit margins. This decrease is the effect of businesses delaying or terminating plans to expand in the wake of the slowed economy as noted above in the Business Overview section.

Property management, maintenance and leasing fee revenues decreased approximately $2.7 million due mainly to a decrease in landscaping maintenance revenue associated with the sale of the landscape business in the third quarter of 2001 (see discussion below).

Construction management and development activity income represent construction and development fees earned on projects where the Company acts as the construction manager, and profits from the Company’s held for sale program whereby the Company develops a property in DCLP, and, upon completion, sells the property to a third party. The increase in revenues of $2.2 million in 2001 is primarily due to an increase in profits on the sale of properties from the held for sale program.

Other income increased approximately $2.4 million in 2001 over 2000, due to a $1.8 million gain the Company recognized on the sale of its landscape business in the third quarter of 2001.  The sale of the landscape business resulted in a total net profit of over $9 million after deducting all related expenses. This gain will be recognized in varying amounts over the next seven years due to the Company’s on-going contract to provide future services to the buyer.

Service Operations expenses decreased by $4.7 million for the year ended December 31, 2001, compared to the same period in 2000, as the Company reduced total overhead costs throughout 2001 in an effort to minimize the effects of decreased construction and development activity. The primary savings were experienced in employee salary and related costs due to personnel reductions and reduced overhead costs from the sale of the landscaping business.

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As a result, earnings from Service Operations increased from $32.8 million for the year ended December 31, 2000, to $35.1 million for the year ended December 31, 2001.

General and Administrative Expense

General and Administrative Expense decreased from $21.1 million in 2000 to $15.6 million for the year ended December 31, 2001, due to overhead cost reduction efforts. In late 2000 and continuing throughout 2001, the Company introduced several cost cutting measures to reduce the amount of overhead, including headcount reduction, centralization of responsibilities and streamlining of employee costs such as travel and entertainment.

Other Income and Expenses

Gain on sale of land and depreciable property dispositions, net of impairment allowance, is comprised of the following amounts in 2001 and 2000:

	2001			2000
Gain on sales of depreciable properties	$	45,428		$	52,067
Gain on land sales	5,080			9,165
Impairment allowance	(4,800		)	(540		)
Total	$	45,708		$	60,692

Gain on sales of depreciable properties represent sales of previously held for investment rental properties. Beginning in 2000 and continuing into 2001, the Company has pursued favorable opportunities to dispose of real estate assets that no longer meet long-term investment objectives. In conjunction with this disposition strategy, included in net real estate investments are 12 buildings with a net book value of $122.8 million that were classified as held for sale by the Company at December 31, 2001. The Company expects to complete these and other dispositions and use the proceeds to fund future investments in real estate assets.

Gain on land sales represents sales of undeveloped land owned by the Company. The Company pursues opportunities to dispose of land in markets with a high concentration of undeveloped land and those markets where the land no longer meets strategic development plans of the Company.

The Company recorded a $4.8 million asset impairment adjustment in 2001 on a single property that is expected to be sold in early 2002.  The Company has analyzed each of its in-service properties and has determined that there are no additional valuation adjustments that need to be made as of December 31, 2001.  The Company will evaluate its in-service portfolio on a continuing basis.

Other expense for the year ended December 31, 2001, includes a $1.4 million expense related to an interest rate swap that does not qualify for hedge accounting under FASB SFAS 133.

Net Income Available for Common Shares

Net income available for common shares for the year ended December 31, 2001 was $230.0 million compared to $213.0 million for the year ended December 31, 2000. This increase results primarily from the operating result fluctuations in Rental and Service Operations and earnings from sales of real estate assets explained above.

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Comparison of Year Ended December 31, 2000 to Year Ended December 31, 1999

Rental Operations

Rental Operations revenue increased to $711.8 million from $535.6 million for the year ended December 31, 2000, compared to the same period in 1999.  This increase is primarily due to the increase in the number of in-service properties during the respective periods.  As of December 31, 2000, the Company had 913 properties in service compared to 865 properties at December 31, 1999.  The following is a summary of the Company’s acquisition and development activity since January 1, 1999:

			Square
			Feet
	Buildings		(in thousands)
Properties owned as of:
January 1, 1999	453		52,028
Weeks merger	335		28,569
Acquisitions	30		2,867
Developments placed in service	68		10,928
Dispositions	(21	)	(1,890	)
December 31, 1999	865		92,502
Acquisitions	2		169
Developments placed in service	75		11,546
Dispositions	(53	)	(6,586	)
Contributions from joint venture partners	24		3,331
December 31, 2000	913		100,962

Rental property, real estate tax and depreciation and amortization expenses increased for the year ended December 31, 2000, compared to the same period in 1999, due to the increase in the number of in-service properties during the respective periods.

The $47.2 million increase in interest expense is primarily attributable to higher outstanding debt balances associated with the financing of the Company’s investment activities. The increased balances include $450 million of unsecured debt issued in 1999, the assumption of $185 million of secured debt and $287 million of unsecured debt in the merger with Weeks Corporation in July 1999, and increased borrowings on the Company’s lines of credit.  These higher borrowing costs were partially offset by the capitalization of interest on increased property development activities.

As a result of the above-mentioned items, earnings from Rental Operations increased $31.0 million from $195.4 million for the year ended December 31, 1999, to $226.4 million for the year ended December 31, 2000.

Service Operations

Service Operations revenues increased by $28.8 million from $54.0 million for the year ended December 31, 1999, to $82.8 million for the year ended December 31, 2000, primarily as a result of increases in construction and development income from increased third-party construction and revenues from the development and sale profits of build-to-suit properties.

Service Operations operating expenses increased from $36.2 million in 1999 to $50.0 million for the year ended December 31, 2000, due to the overall growth of the Company and the increased portfolio of buildings associated with this growth, and the significant increase in construction and development activity in 2000.

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As a result, earnings from Service Operations increased from $17.9 million for the year ended December 31, 1999, to $32.8 million for the year ended December 31, 2000.

General and Administrative Expense

General and Administrative Expense increased from $16.6 million in 1999 to $21.1 million for the year ended December 31, 2000, due to an increase in corporate expenses associated with overall growth of the Company and effects of a full year’s operations resulting from the merger with Weeks Corporation in July 1999.

Other Income and Expenses

Interest income increased from $2.7 million for the year ended December 31, 1999, to $6.9 million for the same period in 2000 primarily through earnings on funds deposited in tax deferred exchange escrows of $3.6 million.

The Company has a disposition strategy to pursue favorable opportunities to dispose of real estate assets that no longer meet long-term investment objectives of the Company, which resulted in net sales proceeds of $413.8 million and a net gain of $60.7 million for the year ended December 31, 2000. In conjunction with this disposition strategy, included in net real estate investments are 28 buildings with a net book value of $112.0 million that were classified as held for sale by the Company at December 31, 2000.

Net Income Available for Common Shares

Net income available for common shares for the year ended December 31, 2000 was $213.0 million compared to $139.6 million for the year ended December 31, 1999. This increase results primarily from the operating result fluctuations in rental and service operations and earnings from sales of real estate assets explained above.

Summary of Critical Accounting Policies

Management of the Company considers the following accounting policies to be critical to the reported operations of the Company:

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. The equity interests in these majority-owned or controlled subsidiaries not owned by the Company are reflected as minority interests in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Investments in entities that the Company does not control through majority voting interest or where the other owner has substantial participating rights are not consolidated and are reflected as investments in unconsolidated companies. Control is demonstrated by the ability of the general partner to manage day-to-day operations, refinance debt and sell the assets of the partnership without the consent of the limited partner and inability of the limited partner to replace the general partner.

Real Estate Investments

All direct and indirect costs, including interest and real estate taxes clearly associated with the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property. Included in indirect costs is an estimate of internal costs associated with development and rental of real estate investments. All external costs associated with the acquisition of real estate investments are capitalized as a cost of the property.

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The Company evaluates its real estate investments to be held and used upon occurrence of significant changes in the operations, but not less than annually, to assess whether any impairment indications are present, including recurring operating losses and significant adverse changes in legal factors or business climate that affect the recovery of the recorded value. If any real estate investment is considered impaired, a loss is provided to reduce the carrying value of the property to its estimated fair value. Real estate investments to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. The evaluation of real estate investments involves many subjective assumptions dependent upon future economic events that affect the ultimate value of the property.

Service Operations Revenue

The Company recognizes income on long-term construction contracts on the percentage of completion method. Using this method, profits are recorded on the basis of the Company’s estimates of the percentage of completion of individual contracts, commencing when progress reaches a point where experience is sufficient to estimate final results with reasonable accuracy. That portion of the estimated earnings is accrued on the basis of the Company’s estimates of the percentage of completion based on contract expenditures incurred and work performed.

Valuation of Receivables

The Company is subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables. In order to mitigate these risks, the Company performs credit review and analysis on all tenants and all significant leases before they are executed. The Company evaluates the collectibility of outstanding receivables and records allowances as appropriate.

Liquidity and Capital Resources

Financial Flexibility

During 2000 and continuing into 2001, the real estate industry experienced a reduced supply of new common equity capital, which generally decreased the level of new investment activity by real estate companies. While the Company has been subject to these capital market conditions, management believes the Company’s financial and liquidity position is strong. Over the years, the Company has carefully managed its balance sheet in an effort to avoid liquidity issues in any given quarter or year. In management’s view, this should provide a competitive advantage in the current capital constrained market over many of its competitors. Following are three key indicators that demonstrate the overall strength of the Company’s financial position.

First, the Company believes that its principal source of liquidity, cash flows from Rental Operations, provides a stable source of cash to fund necessary requirements. The Company believes that this cash based revenue stream is properly aligned with revenue recognition as cash receipts for rental properties are generally received in a short time following the actual revenue recognition. The Company is subject to risks of decreased occupancy due to market conditions as well as tenant defaults and bankruptcies.  However, management believes that these risks are mitigated by the Company’s strong market presence in most of its locations and the fact that the Company performs in-house credit review and analysis on all tenants and all significant leases before they are executed. This latter point is supported by the fact that in 2001, the Company’s bad debt expense totaled only one-half of one percent of total rental revenues. Secondly, the Company has maintained a conservative balance sheet with a debt-to-total market capitalization of 29.5% at December 31, 2001. Thirdly, as of December 31, 2001, the Company has a total of $530.0 million of undrawn capacity on its existing

31

unsecured lines of credit to meet its short-term obligations. The de-leveraging of the balance sheet over the past two years has strengthened the Company’s debt and other compliance ratios required to maintain its unsecured lines of credit, further allowing the Company the opportunity to obtain additional debt capacity should the need arise in the course of business opportunities. The Company also amended both its $500 million and $150 million unsecured lines of credit in 2001, which extended the maturity dates to 2004 and 2002, respectively.

Management believes that these key factors will provide the Company with substantial financial flexibility to capitalize on investment opportunities that may not be available to other real estate companies with more limited financial resources.

Operating Activities

Net cash flow provided by operating activities was $433.7 million in 2001, compared to $449.1 million and $315.6 million in 2000 and 1999, respectively. Operating activity cash flows represent the primary source of liquidity to fund distributions to shareholders, unitholders and the other minority interests and to fund recurring costs associated with the renovation and re-letting of the Company’s properties.

Investing Activities

Net cash provided by  (used) by investing activities totaled $7.6 million, $(97.8) million and $(740.3) million for the years ended December 31, 2001, 2000 and 1999, respectively. Investing activities represent the investment of funds by the Company to expand its portfolio of rental properties through the development and acquisition of additional rental properties, net of proceeds received from property sales. As noted in the comparison of 2001 to 2000, the Company has sold a significant amount of held for rental property in 2001 and 2000, which has generated proceeds of $436.1 million and $413.8 million in 2001 and 2000, respectively. In addition, the Company has received $59.2 million and $158.4 million of distributions from unconsolidated companies in 2001 and 2000, respectively, which represents a return of the Company’s investment in unconsolidated companies generated by financing proceeds from leveraging activities by the unconsolidated companies.  The effect of property sales and distributions from unconsolidated companies has significantly reduced the amount of cash used by investing activities in 2001 and 2000, compared to 1999.

The recurring capital needs of the Company are funded primarily through the undistributed net cash provided by operating activities. A summary of the Company’s recurring capital expenditures is as follows (in thousands):

	2001		2000		1999
Tenant improvements	$	18,416	$	31,955	$	21,144
Leasing costs	13,845		17,530		12,326
Building improvements	10,873		6,804		3,751
Total	$	43,134	$	56,289	$	37,221

Financing Activities

Net cash (used for)/provided by financing activities totaling ($470.9) million, ($331.0) million and $436.4 million for the years ended 2001, 2000 and 1999, respectively, is comprised of debt and equity issuances, net of distributions to shareholders and minority interests and repayments of outstanding indebtedness. In 2001, the Company received $36.5 million of net proceeds from the issuance of common shares, $72.2 million of net proceeds from the issuance of preferred shares, and $175.0 million of proceeds from the issuance of unsecured debt. All proceeds were used to reduce amounts outstanding under the Company’s lines of credit and to fund the development and acquisition of additional rental properties.

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Also in 2001, the Company redeemed its Series A Preferred stock at a cost of $75.0 million, and paid off $128.5 million of secured mortgage debt and an $85.0 million unsecured term loan.

The Company currently has on file a Form S-3 Registration Statement (the “Shelf Registration”) with the Securities and Exchange Commission, which has remaining availability as of December 31, 2001, of $542.8 million to issue additional common stock, preferred stock, and unsecured debt securities. The Company intends to issue additional securities under this Shelf Registration to fund the development and acquisition of additional rental properties. The Company also has a Shelf Registration on file for at-the-market offerings of 1.5 million shares of common stock.

The Company has the following lines of credit available (in thousands):

						Outstanding
	Borrowing		Maturity	Interest		at December
Description	Capacity		Date	Rate		31, 2001
Unsecured Line of Credit	$	500,000	February 2004	LIBOR + .65	%	$	120,000
Unsecured Line of Credit	$	150,000	July 2002	LIBOR + .675	%	$	—
Secured Line of Credit	$	100,000	January 2003	LIBOR + 1.05	%	$	27,590

The lines of credit are used to fund development and acquisition of additional rental properties and to provide working capital.

The $500 million line of credit allows the Company an option to obtain borrowings from the financial institutions that participate in the line of credit at rates lower than the stated interest rate, subject to certain restrictions. Amounts outstanding on the line of credit at December 31, 2001 are at LIBOR + .65%.

The debt outstanding at December 31, 2001, totals $1.8 billion with a weighted average interest rate of 6.81% maturing at various dates through 2028. The Company has $1.5 billion of unsecured debt and $318.5 million of secured debt outstanding at December 31, 2001. Scheduled principal amortization of such debt totaled $10.0 million for the year ended December 31, 2001.

Following is a summary of the scheduled future amortization and maturities of the Company’s indebtedness at December 31, 2001 (in thousands):

	Future Repayments
							Weighted Average
	Scheduled						Interest Rate of
Year	Amortization		Maturities		Total		Future Repayments
2002	$	11,362	$	56,486	$	67,848	7.25	%
2003	10,212		305,719		315,931		7.22	%
2004	8,497		296,186		304,683		5.36	%
2005	7,057		219,642		226,699		7.17	%
2006	5,908		146,179		152,087		7.08	%
2007	4,015		116,554		120,569		7.08	%
2008	3,605		100,000		103,605		6.74	%
2009	3,863		275,000		278,863		7.31	%
2010	4,190		—		4,190		6.37	%
Thereafter	15,381		225,000		240,381		6.82	%
	$	74,090	$	1,740,766	$	1,814,856	6.81	%

Investments in Unconsolidated Companies

The Company has equity interests ranging from 10-50% in unconsolidated partnerships and joint ventures that own and operate rental properties and hold land for development. The equity method of accounting is used for these investments in which the Company has the ability to exercise significant influence, but not control, over operating and financial policies. The combined assets and debt of these unconsolidated companies at December 31, 2001, totaled $1.3 billion and $557 million, respectively. The Company has

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guaranteed $90 million of secured mortgage debt and agreed to provide additional capital contributions to pay all sums due under an additional $260 million of secured mortgage debt outstanding at December 31, 2001. This total $350 million of debt is collateralized by rental properties of a joint venture with net carrying value substantially in excess of the outstanding debt. If required to make additional capital contributions, the Company will receive proportionately increased ownership in the respective collateralized properties. The Company does not anticipate that it will be required to satisfy the guarantee or additional capital contribution obligations.

In October 2000, the Company expanded an existing joint venture with an institutional real estate investor. In connection with this transaction, the joint venture partners were given an option to put up to a $50 million interest in the joint venture to the Company in exchange for common stock of the Company or cash, subject to timing and other restrictions. As a result of this put option, the Company deferred $10.2 million of gain on sale of depreciated property to the joint venture and recorded a $50 million liability.

Related Party Transactions

The Company provides property management, leasing, construction and other tenant related services to properties in which certain executives have ownership interests. The Company has an option to acquire these executive officers’ interests in these properties (the “Option Properties”). The Company received fees totaling $1.7 million, $1.9 million and $2.4 million in 2001, 2000 and 1999, respectively, for services provided to the Option Properties. The fees charged by the Company for such services are equivalent to those charged to third-party owners for similar services.

On June 27, 2001, A. Ray Weeks, Jr. resigned his position as a director and Vice Chairman of the Company. On August 17, 2001, the Company redeemed 620,156 limited partnership units beneficially owned by Mr. Weeks and certain members of his immediate and extended family (the “Weeks Affiliates”). The deemed value of the units redeemed was $15.7 million, which was based on the average closing stock price of the Company for a certain period of days preceding the redemption date. As consideration for the redemption, the Weeks Affiliates received a distribution of seven industrial rental properties and one undeveloped tract of land located in the Atlanta, Georgia metropolitan area with a value of $31.7 million.  The Weeks Affiliates also assumed a loan in the amount of $16 million from Wachovia Bank, N.A. to the Company. The value of the properties distributed to the Weeks Affiliates was based on negotiations between Mr. Weeks and members of the Company’s executive committee, and was approved by the unaffiliated members of the Board of Directors.

The Company has other related party transactions that are insignificant and terms are considered to be at arm’s-length and equal to those negotiated with independent parties.

Commitments and Contingencies

The Company has the following commitments and contingencies in addition to those previously disclosed:

In 1998 and 1999, members of management and the Board of Directors purchased $69 million of common stock in connection with an Executive and Senior Officer Stock Purchase Plan. The purchases were financed by five-year personal loans at market interest rates from financial institutions. As of December 31, 2001, the outstanding balance on these loans is $40.5 million as some participants have exited the program and repaid their principal balance. As a condition of the financing agreement with the financial institution, the Company has guaranteed repayment of principal, interest and other obligations for each participant, but is fully indemnified by the participants. In the opinion of management, it is not probable that the Company will be required to satisfy these guarantees.

The Company has entered into agreements, subject to the completion of due diligence requirements, resolution of certain contingencies and completion of customary closing conditions, for the future acquisition

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of land totaling $10.1 million. The acquisitions are scheduled to close periodically through 2002 and will be paid for through a combination of cash or DRLP Limited Partner Unit issuance.

Merger With Weeks Corporation

In July 1999, Weeks Corporation (“Weeks”), a self-administered, self-managed geographically focused Real Estate Investment Trust (“REIT”), which operated primarily in the southeastern United States, was merged with and into Duke Realty Investments, Inc. (“Duke”). The total purchase price of Weeks aggregated approximately $1.9 billion, which included the assumption of the outstanding debt and liabilities of Weeks of approximately $775 million. The transaction was structured as a tax-free merger and was accounted for under the purchase method.

Funds From Operations

Management believes that Funds From Operations (“FFO”), which is defined by the National Association of Real Estate Investment Trusts as net income or loss, excluding gains or losses from debt restructuring and sales of depreciated property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis, is the industry standard for reporting the operations of real estate investment trusts.

The following reflects the calculation of the Company’s FFO for the years ended December 31 (in thousands):

	2001			2000			1999
Net income available for common shares	$	229,967		$	212,958		$	139,636
Add back (deduct):
Depreciation and amortization	159,714			162,523			110,763
Share of adjustments for unconsolidated companies	14,177			9,104			5,268
Earnings from depreciated property sales	(40,628		)	(51,527		)	(8,235		)
Minority interest share of add-backs	(16,483		)	(15,698		)	(13,159		)
Funds From Operations	$	346,747		$	317,360		$	234,273
Cash flow provided by (used by):
Operating activities	$	433,656		$	449,130		$	315,635
Investing activities	7,551			(97,752		)	(740,269		)
Financing activities	(470,915		)	(330,952		)	436,449

The increase in FFO during the three-year period results primarily from the increased in-service rental property portfolio as discussed above under “Results of Operations.”

While management believes that FFO is the most relevant and widely used measure of the Company’s operating performance, such amount does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered as an alternative to net income as an indicator of the Company’s operating performance, and is not indicative of cash available to fund all cash flow needs.

Accounting Changes

In October 2001, FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which is effective January 1, 2002. SFAS 144 supersedes and provides additional clarification under the guidelines established by SFAS 121. The Company does not anticipate that the adoption of SFAS 144 will have a material impact on its financial statements.

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Item 7A.  Quantitative and Qualitative Disclosure About Market Risks

The Company is exposed to interest rate changes primarily as a result of its line of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Company’s real estate investment portfolio and operations. The Company’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives the Company borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. The Company does not enter into derivative or interest rate transactions for speculative purposes.

The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts (in thousands) of the expected annual maturities, weighted average interest rates for the average debt outstanding in the specified period, fair values and other terms required to evaluate the expected cash flows and sensitivity to interest rate changes. The fair values of the Company’s debt instruments are calculated as the present value of estimated future cash flows using a discount rate commensurate with the risks involved.

																					Fair
	2002			2003			2004			2005			2006			Thereafter			Total		Value
Fixed rate secured debt	$	16,948		$	112,404		$	33,707		$	25,731		$	51,066		$	34,502		$	274,358	$	288,620
Weighted average interest rate	7.46		%	8.18		%	7.99		%	7.17		%	7.24		%	7.80		%
Variable rate LIBOR based secured debt	$	—		$	27,590		$	—		$	—		$	—		$	—		$	27,590	$	27,590
Weighted average interest rate	N/A			3.00%			N/A			N/A			N/A			N/A
Variable rate Treasury based secured debt	$	665		$	686		$	711		$	741		$	781		$	12,952		$	16,536	$	16,536
Weighted average interest rate	1.66		%	1.65		%	1.65		%	1.64		%	1.64		%	1.53		%
Unsecured notes	$	50,234		$	175,251		$	150,264		$	200,227		$	100,240		$	700,156		$	1,376,372	$	1,416,019
Weighted average interest rate	7.25		%	7.30		%	7.01		%	7.19		%	7.05		%	7.09		%
Unsecured lines of credit	$	—		$	—		$	120,000		$	—		$	—		$	—		$	120,000	$	120,000
Weighted average interest rate	N/A			N/A			2.58		%	N/A			N/A			N/A

The Company has an interest rate swap agreement in conjunction with a $40 million mortgage loan which matures January 2003, along with the swap agreement. The fair market value of the swap at December 31, 2001, is $(1.6) million.

As the table incorporates only those exposures that exist as of December 31, 2001, it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, the Company’s hedging strategies at that time, and interest rates.

Item 8.  Financial Statements and Supplementary Data

The financial statements and supplementary data are included under Item 14 of this Report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Part III

Item 10.  Trustees and Executive Officers of the Registrant

Information with respect to the directors of the Company is incorporated by reference from the Company's 2002 Proxy Statement (the "Proxy Statement") for its Annual Meeting of Shareholders to be held on April 24, 2002.  Certain information with respect to the Company’s executive officers appears in Part 4 of this form 10-K.  The information with respect to this item required by item 405 of Regulation S-K is incorporated herein by reference from the Proxy Statement.

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Item 11.  Executive Compensation

Information with respect to this item is incorporated herein by reference from the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information with respect to this item is incorporated herein by reference from the Proxy Statement.

Item 13.  Certain Relationships and Related Transactions

Information with respect to this item is incorporated herein by reference from the Proxy Statement.

Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)           The following documents are filed as part of this form 10-K:

1.      Consolidated Financial Statements

The following Consolidated Financial Statements of the Company, together with the Independent Auditors’ Report, are listed below:

Independent Auditors’ Report

Consolidated Balance Sheets, December 31, 2001 and 2000

Consolidated Statements of Operations, Years Ended December 31, 2001, 2000 and 1999

Consolidated Statements of Cash Flows, Years Ended December 31, 2001, 2000 and 1999

Consolidated Statements of Shareholders’ Equity, Years Ended December 31, 2001, 2000 and 1999

Notes to Consolidated Financial Statements

2.      Consolidated Financial Statement Schedules

Schedule III — Real Estate and Accumulated Depreciation

3.      Exhibits

The following exhibits are filed with this Form 10-K or incorporated herein by reference to the listed document previously filed with the SEC. Previously unfilled documents are noted with an asterisk (*).

Number                                                                                 Description

3.1           Second Amended and Restated Articles of Incorporation of the Company, incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 16, 1999.

3.2           Amendment to the Second Amended and Restated Articles of Incorporation of the Company, incorporated by reference from Exhibit 3 of the Company's Current Report on Form 8-K filed January 31, 2001.

3.3           Amendment to the Second Amended and Restated Articles of Incorporation.*

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3.4           Second Amended and Restated Bylaws of the Company, incorporated by reference from Exhibit 3.2 to the Company's Current Report on Form 8-K filed July 16, 1999.

3.5           First Amendment to Second Amended and Restated By-Laws of the Company.*

4.1           Indenture between DRLP and The First National Bank of Chicago, Trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed September 22, 1995.

4.2           First Supplement to Indenture, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed September 22, 1995.

4.3           Second Supplement to Indenture, incorporated by reference to Exhibit 4 to the DRLP's Current Report on Form 8-K filed July 12, 1996.

4.4           Third Supplement to Indenture, incorporated by reference to Exhibit 4 to the DRLP's Current Report on Form 8-K filed May 20, 1997.

4.5           Fourth Supplement to Indenture, incorporated by reference to Exhibit 4.8 to the Company's Form S-4 Registration Statement No. 333-77645 dated May 4, 1999 (Merger Registration Statement).

4.6           Fifth Supplement to Indenture, incorporated by reference to Exhibit 4 to the DRLP's Current Report on Form 8-K filed June 1, 1998.

4.7           Sixth Supplement to Indenture, incorporated by reference to Exhibit 4 to the DRLP's Current Report on Form 8-K filed February 12, 1999.

4.8           Seventh Supplement to Indenture, incorporated by reference to Exhibit 4 to the DRLP's Current Report on Form 8-K filed June 29, 1999.

4.9           Eighth Supplement to Indenture, incorporated by reference to Exhibit 4 to the DRLP's Current Report on Form 8-K filed November 15, 1999.

4.10         Ninth supplement to Indenture, incorporated by reference to Exhibit 4 to the DRLP's Current Report on Form 8-K filed March 2, 2001.

4.11         1998 Shareholder Rights Agreement, incorporated herein by reference to Exhibit 7.1 to the Company's Current Report on Form  8-K dated July 31, 1998.

4.12         First Amendment to 1998 Shareholder Rights Agreement, incorporated by reference to Exhibit 7.1 to the Company's Current Report on Form 8-K filed December 3, 2001.

10.1         Second Amended and Restated Agreement of Limited Partnership of DRLP, incorporated by reference from Exhibit 4.1 to DRLP's Current Report on Form 8-K filed July 16, 1999.

10.2         First Amendment to Second Amended and Restated Agreement of Limited Partnership of DRLP, incorporated by reference from Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

10.3         Second Amendment to Second Amended and Restated Agreement of Limited Partnership of DRLP.*

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10.4         Third Amendment To Second Amended and Restated Agreement of Limited Partnership of DRLP.*

10.5         Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of DRLP.*

10.6         Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership (the “Services Partnership”) incorporated herein by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.

10.7         First Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership.*

10.8         Second Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership.*

10.9         Third Amendment to Second Amended and Restated Agreement of Limited Partnership of the Services Partnership.*

10.10       Promissory Note of the Services Partnership incorporated herein by reference to Exhibit 10.3 to the Company's form S-2 Registration Statement No. 33-64038 filed June 8, 1993. (the "1993 Registration Statement".)

10.11       Services Partnership 1993 Stock Option Plan incorporated herein by reference to Exhibit 10.4 to the 1993 Registration Statement.#

10.12       Amendment One to Services Partnership 1993 Stock Option Plan.*#

10.13       Amendment Two to Services Partnership 1993 Stock Option Plan.*#

10.14       Amendment Three to Services Partnership 1993 Stock Option Plan.*#

10.15       Acquisition Option Agreement relating to certain properties not contributed to the Operating Partnership by Duke Associates (the “Excluded Properties”) incorporated herein by reference to Exhibit 10.5 to the 1993 Registration Statement.

10.16       Management Agreement relating to the Excluded Properties incorporated herein by reference to Exhibit 10.6 to the 1993 Registration Statement.

10.17       Indemnification Agreement incorporated herein by reference to Exhibit 10.11 to the 1993 Registration Statement.

10.18       1995 Key Employee Stock Option Plan of the Company incorporated herein by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.#

10.19       Amendment One To The 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc.*#

10.20       Amendment Two to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc.*#

10.21       Amendment Three to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc.*#

39

10.22       Amendment Four to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc.*#

10.23       Amendment Five to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc.*#

10.24       Amendment Six to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc.*#

10.25       Amended and Restated Dividend Increase Unit Plan of the Services Partnership.*#

10.26       Amendment One to the Amended and Restated Dividend Increase Unit Plan of Services Partnership.*#

10.27       Amendment Two to the Amended and Restated Dividend Increase Unit Plan of Services Partnership.*#

10.28       1995 Shareholder Value Plan of the Services Partnership incorporated herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.#

10.29       Amendment One to the 1995 Shareholder Value Plan of Services Partnership.*#

10.30       Amendment Two to the 1995 Shareholder Value Plan of Services Partnership.*#

10.31       Amendment Three to the 1995 Shareholder Value Plan of Services Partnership.*#

10.32       1998 Duke Realty Severance Pay Plan incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.#

10.33       1999 Directors’ Stock Option and Dividend Increase Unit Plan incorporated by reference to Annex F to the Prospectus in the Merger Registration Statement.#

10.34       1999 Salary Replacement Stock Option and Dividend Increase Unit Plan incorporated by reference to Annex G to the Prospectus in the Merger Registration Statement.#

10.35       Third Amended and Restated Revolving Credit Agreement dated February 28, 2001, among DRLP as borrower, the Company as General Partner and Guarantor and Bank One as Administrative Agent and Lender.*

10.36       Revolving Credit Agreement dated July 9, 2001, among DRLP as borrower, the Company as General Partner and Guarantor and Bank One as Administrative Agent and Lender.*

11.1         Statement of Computation of Ratios of Earnings to Fixed Charges.*

11.2         Statement of Computation of Ratios of Earnings to Debt Service.*

21.           List of Subsidiaries.*

23.           Consent of KPMG LLP.*

24.           Executed powers of attorney of certain directors.*

99.1         Selected Quarterly Financial Information.*

# Represents management contract or compensatory plan or arrangement.

40

The Company will furnish to any security holder, upon written request, copies of any exhibit incorporated by reference, for a fee of 15 cents per page, to cover the costs of furnishing the exhibits. Written request should include a representation that the person making the request was the beneficial owner of securities entitled to vote at the Annual Meeting of Shareholders.

(b)           Reports on Form 8-K

The Company filed a Form 8-K on December 3, 2001, to amend its Rights Agreement dated as of July 23, 1998.

The Company filed a Form 8-K on December 6, 2001, to update the business risks and other important factors that could cause the Company's actual results to differ materially from its expectations expressed in forward-looking statements made by the Company or on its behalf.

(c)           Exhibits

The exhibits required to be filed with this Form 10-K pursuant to Item 601 of regulation S-K are listed under "Exhibits" in Part IV, Item 14(a)(3) of this Form 10-K, and are incorporated herein by reference.

(d)           Financial Statement Schedule

The Financial Statement Schedule required to be filed with this Form 10-K is listed under "Consolidated Financial Statement Schedules" in Part IV, Item (a)(2) of this Form 10-K, and is incorporated herein by reference.

41

Independent Auditors’ Report

The Shareholders and Directors of

Duke Realty Corporation:

We have audited the consolidated financial statements of Duke Realty Corporation and Subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Duke Realty Corporation and Subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Indianapolis, Indiana

January 30, 2002

42

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31

(in thousands, except per share amounts)

	2001			2000
ASSETS
Real estate investments:
Land and improvements	$	583,909		$	581,530
Buildings and tenant improvements	4,068,944			3,989,033
Construction in progress	154,086			216,938
Investments in unconsolidated companies	323,682			367,581
Land held for development	322,528			257,779
	5,453,149			5,412,861
Accumulated depreciation	(425,721		)	(338,426		)
Net real estate investments	5,027,428			5,074,435
Cash and cash equivalents	9,483			39,191
Accounts receivable, net of allowance of $2,820 and $1,540	23,142			19,454
Straight-line rent receivable, net of allowance of  $841 and $1,460	42,751			34,512
Receivables on construction contracts	30,077			45,394
Deferred financing costs, net of accumulated amortization of $17,459 and $13,288	12,550			12,540
Deferred leasing and other costs, net of accumulated amortization of $41,284 and $31,522	97,117			102,413
Escrow deposits and other assets	87,485			132,097
	$	5,330,033		$	5,460,036
LIABILITIES AND SHAREHOLDERS’ EQUITY
Indebtedness:
Secured debt	$	318,484		$	466,624
Unsecured notes	1,376,372			1,286,591
Unsecured lines of credit	120,000			220,000
	1,814,856			1,973,215
Construction payables and amounts due subcontractors	54,735			70,105
Accounts payable	2,274			4,312
Accrued expenses:
Real estate taxes	51,462			51,328
Interest	24,313			28,780
Other	49,973			61,341
Other liabilities	117,577			88,540
Tenant security deposits and prepaid rents	34,644			34,208
Total liabilities	2,149,834			2,311,829
Minority interest	395,190			435,317
Shareholders’ equity:
Preferred shares ($.01 par value); 5,000 shares authorized	608,664			608,874
Common shares ($.01 par value); 250,000 shares authorized; 131,416 and 127,932 shares issued and outstanding	1,314			1,279
Additional paid-in capital	2,251,246			2,180,120
Accumulated other comprehensive income (loss)	(192		)	—
Distributions in excess of net income	(76,023		)	(77,383		)
Total shareholders’ equity	2,785,009			2,712,890
	$	5,330,033		$	5,460,036

See accompanying Notes to Consolidated Financial Statements.

43

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31

(in thousands, except per share amounts)

	2001			2000			1999
RENTAL OPERATIONS:
Revenues:
Rental income	$	691,958		$	697,270		$	523,950
Equity in earnings of unconsolidated companies	31,391			14,556			11,613
	723,349			711,826			535,563
Operating expenses:
Rental expenses	121,439			118,040			88,403
Real estate taxes	70,665			70,963			54,246
Interest expense	113,830			133,948			86,757
Depreciation and amortization	159,714			162,523			110,763
	465,648			485,474			340,169
Earnings from rental operations	257,701			226,352			195,394
SERVICE OPERATIONS:
Revenues:
General contractor gross revenue	264,455			292,661			216,079
General contractor costs	(229,845		)	(253,763		)	(188,021		)
Net general contractor revenue	34,610			38,898			28,058
Property management, maintenance and leasing fees	22,824			25,477			21,941
Construction management and development activity income	19,142			16,965			2,870
Other income	3,883			1,459			1,162
Total revenue	80,459			82,799			54,031
Operating expenses	45,344			50,039			36,159
Earnings from service operations	35,115			32,760			17,872
General and administrative expense	(15,559		)	(21,144		)	(16,556		)
Operating income	277,257			237,968			196,710
OTHER INCOME (EXPENSE):
Interest income	5,308			6,866			2,674
Gain on sale of land and depreciable property dispositions, net of impairment allowance	45,708			60,692			10,012
Other expense	(2,582		)	(963		)	(1,091		)
Other minority interest in earnings of subsidiaries	(2,411		)	(2,145		)	(2,050		)
Minority interest in earnings of common unitholders	(32,463		)	(32,071		)	(19,811		)
Minority interest in earnings of preferred unitholders	(8,408		)	(8,408		)	(4,204		)
Net income	282,409			261,939			182,240
Dividends on preferred shares	(52,442		)	(48,981		)	(42,604		)
Net income available for common shares	$	229,967		$	212,958		$	139,636
Net income per common share:
Basic	$	1.77		$	1.68		$	1.33
Diluted	$	1.75		$	1.66		$	1.32
Weighted average number of common shares outstanding	129,660			126,836			104,884
Weighted average number of common and dilutive potential common shares	151,710			147,441			120,511

See accompanying Notes to Consolidated Financial Statements.

44

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31

(in thousands)

	2001			2000			1999
Cash flows from operating activities:
Net income	$	282,409		$	261,939		$	182,240
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	138,723			143,800			99,350
Amortization of deferred leasing and other costs	20,991			18,723			11,413
Amortization of deferred financing costs	4,589			3,527			1,879
Minority interest in earnings	43,282			42,624			26,065
Straight-line rent adjustment	(12,593		)	(14,519		)	(10,676		)
Earnings from land and depreciated property sales	(45,708		)	(60,692		)	(10,012		)
Construction contracts, net	9,651			3,252			2,252
Other accrued revenues and expenses, net	(5,844		)	52,987			13,312
Equity in earnings in excess of operating
distributions received from unconsolidated companies	(1,844		)	(2,511		)	(188		)
Net cash provided by operating activities	433,656			449,130			315,635
Cash flows from investing activities:
Development of real estate investments	(335,393		)	(392,127		)	(479,642		)
Acquisition of real estate investments	(13,927		)	(5,932		)	(159,917		)
Acquisition of land held for development and infrastructure costs	(92,203		)	(99,470		)	(72,877		)
Recurring tenant improvements	(18,416		)	(31,955		)	(21,144		)
Recurring leasing costs	(13,845		)	(17,530		)	(12,326		)
Recurring building improvements	(10,873		)	(6,804		)	(3,751		)
Other deferred leasing costs	(10,621		)	(39,018		)	(31,360		)
Other deferred costs and other assets	1,274			(12,042		)	(8,359		)
Tax deferred exchange escrow, net	27,260			(16,207		)	(11,053		)
Proceeds from land and depreciated property sales, net	436,113			413,752			76,401
Capital distributions from unconsolidated companies	59,249			158,351			16,802
Net investment in and advances to unconsolidated companies	(21,067		)	(48,770		)	(33,043		)
Net cash provided (used) by investing activities	7,551			(97,752		)	(740,269		)
Cash flows from financing activities:
Proceeds from issuance of common shares, net	36,483			31,090			214,778
Proceeds (payments)  from issuance (repurchase) of preferred shares, net	72,210			(1,124		)	96,519
Payments for redemption of preferred stock	(75,018		)	—			—
Proceeds from indebtedness	175,000			—			450,000
Payments on indebtedness including principal amortization	(223,578		)	(75,689		)	(259,891		)
Borrowings (payments) on lines of credit, net	(125,067		)	14,658			167,000
Distributions to common shareholders	(228,039		)	(207,909		)	(154,069		)
Distributions to preferred shareholders	(53,010		)	(48,981		)	(42,604		)
Distributions to preferred unitholders	(8,408		)	(8,408		)	(4,204		)
Distributions to minority interest	(36,221		)	(33,229		)	(23,457		)
Deferred financing costs	(5,267		)	(1,360		)	(7,623		)
Net cash provided by (used for)  financing activities	(470,915		)	(330,952		)	436,449
Net increase (decrease) in cash and cash equivalents	(29,708		)	20,426			11,815
Cash and cash equivalents at beginning of year	39,191			18,765			6,950
Cash and cash equivalents at end of year	$	9,483		$	39,191		$	18,765
Other non-cash items:
Assumption of debt for real estate acquisitions	$	16,403		$	—		$	26,186
Contributions of property to unconsolidated companies	$	4,501		$	245,502		$	—
Conversion of Limited Partner Units to shares	$	36,351		$	8,347		$	49,472
Issuance of Limited Partner Units for real estate acquisitions	$	3,787		$	7,615		$	3,146
Transfer of  debt in sale of depreciated property	$	16,000		$	72,650		$	—
Redemption of  Limited Partner Units for sale of depreciated property	$	13,445		$	—		$	—

See accompanying Notes to Consolidated Financial Statements.

45

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(in thousands, except per share data)

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(in thousands, except per share data)

						Accumulated
				Additional		Other		Distributions
	Preferred		Common	Paid-in		Comprehensive		In Excess of
	Stock		Stock	Capital		Income (Loss)		Net Income		Total
Balance at December 31, 1998	$360,000		$861	$1,277,250		$—		$(67,999)		$1,570,112
Net income	—		—	—		—		182,240		182,240
Distributions to preferred shareholders	—		—	—		—		(42,604	)	(42,604	)
Issuance of common shares, net of underwriting
discounts and related costs of $100	—		102	215,573		—		—		215,675
Issuance of preferred shares, underwriting
discounts and related costs	100,000		—	(3,481	)	—		—		96,519
Acquisition of minority interest	—		21	49,451		—		—		49,472
Merger with Weeks Corporation	150,000		274	600,979		—		—		751,253
Repurchase of Series D Preferred shares	(2	)	—	—		—		—		(2	)
Distributions to common shareholders ($1.46 per share)	—		—	—		—		(154,069	)	(154,069	)
Balance at December 31, 1999	609,998		1,258	2,139,772		—		(82,432	)	2,668,596
Net income	—		—	—		—		261,939		261,939
Distributions to preferred shareholders	—		—	—		—		(48,981	)	(48,981	)
Issuance of common shares	—		17	32,005		—		—		32,022
Acquisition of minority interest	—		4	8,343		—		—		8,347
Repurchase of Series D Preferred shares	(1,124	)	—	—		—		—		(1,124	)
Distributions to common shareholders ($1.64 per share)	—		—	—		—		(154,069	)	(207,909	)
Balance at December 31, 2000	608,874		1,279	2,180,120		—		(77,383	)	2,712,890
Comprehensive Income:
Net income	—		—	—		—		282,409		282,409
Distributions to preferred shareholders	—		—	—		—		(53,010	)	(53,010	)
Transition adjustment resulting from adoption of
SFAS No. 133	—		—	—		398		—		398
Gains (losses) on derivative instruments	—		—	—		(1,138	)	—		(1,138	)
Settlement of derivative instrument	—		—	—		548		—		548
Comprehensive income available for common shareholders										229,207
Issuance of common shares	—		20	37,825		—		—		37,845
Issuance of preferred shares	75,000		—	(2,614	)	—		—		72,386
Acquisition of minority interest	—		15	36,336		—		—		36,351
Repurchase of Series D Preferred shares	(176	)	—	—		—		—		(176	)
Redemption of Series A Preferred shares	(75,000	)	—	(18	)	—		—		(75,018	)
Conversion of Series D Preferred shares to common stock	(34	)	—	34		—		—		0
Retirement of common shares	—		—	(437	)	—		—		(437	)
Distributions to common shareholders ($1.76 per share)	—		—	—		—		(228,039	)	(228,039	)
Balance at December 31, 2001	$608,664		$1,314	$2,251,246		$(192	)	$(76,023	)	$2,785,009

See accompanying Notes to Consolidated Financial Statements.

46

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1)  The Company

The Company’s rental operations are conducted through Duke Realty Limited Partnership (“DRLP”), an entity in which the Company owns an 88.5% interest at December 31, 2001. The remaining interests in DRLP are redeemable for shares of the Company’s common stock. The Company conducts service operations through Duke Realty Services Limited Partnership (“DRSLP”), in which the Company is the sole general partner. The Company also conducts Service Operations through Duke Construction Limited Partnership (“DCLP”), which is 100% owned by DRLP. The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries.

(2)  Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. The equity interests in these majority-owned or controlled subsidiaries not owned by the Company are reflected as minority interests in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Investments in entities that the Company does not control through majority voting interest or where the other owner has substantial participating rights are not consolidated and are reflected as investments in unconsolidated companies.

Reclassifications

Certain 1999 and 2000 balances have been reclassified to conform to 2001 presentation.

Real Estate Investments

Real estate investments to be held for rental are stated at the lower of cost less accumulated depreciation or fair value if impairment is identified. Real estate investments to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. Buildings and land improvements are depreciated on the straight-line method over their estimated life not to exceed 40 and 15 years, respectively, and tenant improvement costs are depreciated on the straight-line method over the term of the related lease.

All direct and indirect costs, including interest and real estate taxes associated with the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property.  Included in indirect costs is an estimate of internal costs associated with development and rental of real estate investments. All external costs associated with the acquisition of real estate investments are capitalized as a cost of the property.

The Company evaluates its real estate investments to be held and used upon occurrence of significant changes in the operations, but not less than annually, to assess whether any impairment indications are present, including recurring operating losses and significant adverse changes in legal factors or business climate that affect the recovery of the recorded value. If any real estate investment is considered impaired, a loss is provided to reduce the carrying value of the property to its estimated fair value.

47

The acquisitions of minority interests for the Company’s common shares are recorded under the purchase method with assets acquired reflected at the fair market value of the Company’s common stock on the date of acquisition, net of the retirement of any minority interest liabilities. The acquisition amounts are allocated to rental property based on their estimated fair values.

The Company has equity interests in unconsolidated partnerships and joint ventures which own and operate rental properties and hold land for development. The equity method of accounting is used for these investments in which the Company has the ability to exercise significant influence, but not control, over operating and financial policies. Any difference between the carrying amount of these investments and the underlying equity in net assets is amortized to equity in earnings of unconsolidated companies over the depreciable life of the property, generally 40 years.

Cash Equivalents

Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents.

Deferred Costs

Costs incurred in connection with obtaining financing are amortized to interest expense on the straight-line method over the term of the related loan. All direct and indirect costs, including estimated internal costs, associated with the rental of real estate investments owned by the Company are capitalized and amortized over the term of the related lease. Unamortized costs are charged to expense upon the early termination of the lease or upon early payment of the financing.

Revenues

Rental Operations

Rental income from leases with scheduled rental increases during their terms is recognized on a straight-line basis.

Service Operations

Management fees are based on a percentage of rental receipts of properties managed and are recognized as the rental receipts are collected. Maintenance fees are based upon established hourly rates and are recognized as the services are performed. Construction management and development fees for third party contracts are recognized as earned based on the terms of the contract.

The Company recognizes income on long-term construction contracts where the Company serves as a general contractor on the percentage of completion method. Using this method, profits are recorded on the basis of the Company’s estimates of the percentage of completion of individual contracts, commencing when progress reaches a point where experience is sufficient to estimate final results with reasonable accuracy. That portion of the estimated earnings is accrued on the basis of the Company’s estimates of the percentage of completion based on contract expenditures incurred and work performed.

48

Property Sales

Gains from sales of depreciated property are recognized in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 66, and are included in earnings from sales of land and depreciable property dispositions, net of impairment allowance, in the Statement of Operations.

Gains or losses from the sale of property which is considered held for sale in DCLP are recognized in accordance with SFAS 66 and are included in construction management and development activity income in the Statement of Operations.

Net Income Per Common Share

Basic net income per common share is computed by dividing net income available for common shares by the weighted average number of common shares outstanding for the period. Diluted net income per share is

computed by dividing the sum of net income available for common shares and minority interest in earnings

of unitholders, by the sum of the weighted average number of common shares and units outstanding and dilutive potential common shares for the period.

The following table reconciles the components of basic and diluted net income per share:

	2001		2000		1999
Basic net income available for common shares	$	229,967	$	212,958	$	139,636
Joint venture partner convertible ownership net income	3,423		—		—
Minority interest in earnings of common  unitholders	32,463		32,071		19,811
Diluted net income available for common shares and dilutive potential common shares	$	265,853	$	245,029	$	159,447
Weighted average number of common shares outstanding	129,660		126,836		104,884
Weighted average partnership common units outstanding	18,301		19,070		14,583
Joint venture partner convertible ownership common share equivalents	2,092		—		—
Dilutive shares for long-term compensation plans	1,657		1,535		1,044
Weighted average number of common shares and dilutive potential common shares	151,710		147,441		120,511

The Series D Convertible Preferred stock and the Series G Convertible Preferred limited partner units were anti-dilutive for the years ended December 31, 2001, 2000 and 1999; therefore, no conversion to common shares is included in weighted dilutive potential common shares.

A joint venture partner in one of the Company’s unconsolidated companies has the option to convert a portion of its ownership to Company common shares (see discussion in Investments in Unconsolidated Companies section). The effect of the option on earnings per share was dilutive for the year ended December 31, 2001; therefore, conversion to common shares is included in weighted dilutive potential common shares.

49

Federal Income Taxes

The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its taxable income to its stockholders.  Management intends to continue to adhere to these requirements and to maintain the Company’s REIT status. As a REIT, the Company is entitled to a tax deduction for some or all of the dividends it pays to its shareholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it distributes an amount equal to or in excess of its taxable income currently to its stockholders.  A REIT generally is subject to federal income taxes on any taxable income that is not currently distributed to its shareholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes and may not be able to qualify as a REIT for four subsequent taxable years.

REIT qualification reduces, but does not eliminate, the amount of state and local taxes paid by the Company. In addition, the Company’s financial statements include the operations of taxable corporate subsidiaries that are not entitled to a dividends paid deduction and are subject to corporate federal, state and local income taxes.  As a REIT, the Company may also be subject to certain federal excise taxes if it engages in certain types of transactions.

The following table reconciles the Company’s net income to its taxable income before the dividends paid deduction for the years ended December 31, 2001, 2000 and 1999:

	2001			2000			1999
Net income	$	282,409		$	261,939		$	182,240
Less: net income of taxable subsidiaries included above	(11,930		)	(9,549		)	(3,168		)
Net income from REIT operations	270,479			252,390			179,072
Depreciation and amortization	35,184			25,794			11,751
Property sales	(18,207		)	(38,823		)	(4,618		)
Capitalized interest and operating expenses	(10,325		)	(16,151		)	(5,442		)
Straight line rent adjustments	(12,283		)	(12,472		)	(10,139		)
Dividends from taxable subsidiaries	8,738			4,331			0
Other book/tax differences, net	3,988			12,688			13,870
Taxable income before adjustments	277,574			227,757			184,494
Less: capital gains	(25,608		)	(7,319		)	(2,001		)
Adjusted taxable income subject to 90% dividend requirement	$	251,966		$	220,438		$	182,493

The Company’s dividends paid deduction is summarized below:

	2001			2000			1999
Cash dividends paid	$	281,453		$	257,373		$	197,421
Less:  Capital gains distribution	(25,608		)	(7,319		)	(2,001		)
Less:  Return of capital	(0		)	(21,649		)	(5,933		)
Total dividends paid deduction attributable to adjusted taxable income	$	255,845		$	228,405		$	189,487

50

A summary of the tax characterization of the dividends paid per common share for the years ended December 31, 2001, 2000, and 1999 follows:

	2001			2000			1999
Total dividends paid per year	$	1.76		$	1.64		$	1.46
Ordinary income	90.9		%	85.6		%	94.8		%
Return of capital	0.0		%	10.9		%	3.8		%
Capital gains	9.1		%	3.5		%	1.4		%
	100.0		%	100.0		%	100.0		%

The Company recorded federal income taxes of $4.6 million, $8.0 million and $5.4 million for 2001, 2000 and 1999, respectively, which were attributable to the earnings of the Company’s taxable subsidiaries.  The taxable REIT subsidiaries had no significant deferred income tax items.

Fair Value Of Financial Instruments

The fair values of the Company’s financial instruments are generally calculated as the present value of estimated future cash flows using a discount rate commensurate with the risks involved and approximate their carrying or contract values.

Derivative Financial Instruments

The Company adopted SAFS No. 133 “Accounting for Derivative Instruments and Hedging Activities” as amended by SFAS No. 137 and No. 138 on January 1, 2001. SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The Company uses derivative financial instruments such as interest rate swaps to mitigate its interest rate risk on a related financial instrument. SFAS 133 requires that changes in fair value of derivatives that qualify as cash flow hedges be recognized in other comprehensive income while the ineffective portion of the derivative’s change in fair value be recognized immediately in earnings.

Use Of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

(3)   Merger With Weeks Corporation

In July 1999, Weeks Corporation (“Weeks”), a self-administered, self-managed geographically focused Real Estate Investment Trust (“REIT”) which operated primarily in the southeastern United States, was merged with and into Duke Realty Investments, Inc. (“Duke”). The total purchase price of Weeks aggregated approximately $1.9 billion, which included the assumption of the outstanding debt and liabilities of Weeks of approximately $775 million. The transaction was structured as a tax-free merger and was accounted for under the purchase method.

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(4)Related Party Transactions

The Company provides property management, leasing, construction and other tenant related services to properties in which certain executives have ownership interests. The Company has an option to acquire these executive officers’ interests in these properties (the “Option Properties”). The Company received fees totaling $1.7 million, $1.9 million and $2.4 million in 2001, 2000 and 1999, respectively, for services provided to the Option Properties. The fees charged by the Company for such services are equivalent to those charged to third-party owners for similar services.

On June 27, 2001, A. Ray Weeks, Jr. resigned his position as a director and Vice Chairman of the Company.  On August 17, 2001, the Company redeemed 620,156 limited partnership units beneficially owned by Mr. Weeks and certain members of his immediate and extended family (the “Weeks Affiliates”). The deemed value of the units redeemed was $15.7 million, which was based on the average closing stock price of the Company for a certain period of days preceding the redemption date.  As consideration for the redemption, the Weeks Affiliates received a distribution of seven industrial rental properties and one undeveloped tract of land located in the Atlanta, Georgia metropolitan area with a value of $31.7 million. The Weeks Affiliates also assumed a loan in the amount of $16 million from Wachovia Bank, N.A. to the Company. The value of the properties distributed to the Weeks Affiliates was based on negotiations between Mr. Weeks and members of the Company’s executive committee, and was approved by the unaffiliated members of the Board of Directors.

The Company has other related party transactions that are insignificant and terms are considered to be at arm’s-length and equal to those negotiated with independent parties.

(5)Investments in Unconsolidated Companies

The Company has equity interests ranging from 10 - 50% in unconsolidated partnerships and joint ventures that own and operate rental properties and hold land for development. The equity method of accounting is used for these investments in which the Company has the ability to exercise significant influence, but not control, over operating and financial policies. Any difference between the carrying amount of these investments and the underlying equity in net assets is amortized to equity in earnings of unconsolidated companies over the depreciable life of the property, generally 40 years. The cost method of accounting is used for non-majority owned joint ventures over which the Company does not have the ability to exercise significant influence. The difference between the cost and equity methods for such ventures does not significantly affect the financial position or results of operations of the Company.

Combined summarized financial information of the companies which are accounted for by the equity method as of December 31, 2001 and 2000, and for the years ended December 31, 2001, 2000, and 1999, are as follows (in thousands):

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	2001		2000		1999
Land, buildings and tenant improvements, net	$	1,214,709	$	1,159,198
Land held for development	41,962		54,951
Other assets	62,384		83,534
	$	1,319,055	$	1,297,683
Property indebtedness	$	556,817	$	436,914
Other liabilities	60,101		65,554
	616,918		502,468
Owners’ equity	702,137		795,215
	$	1,319,055	$	1,297,683
Rental income	$	160,170	$	80,686	$	54,662
Net income	$	56,820	$	28,299	$	20,515

The following significant transactions involving unconsolidated companies in which the Company has an equity interest in have occurred over the past three years:

In 2001, the Company received approximately $50 million in cash distributions resulting from secured debt financing within two joint ventures. The Company has a 50% interest in both ventures. The debt is entirely collaterized by rental properties within the ventures and the Company is not a guarantor on the debt.

Also in 2001, the Company recognized a gain of $2.9 million from the sale of a building out of a joint venture in which the Company owned a 50% interest. The gain is recorded in equity in earnings in the Statement of Operations.

In October 2000, the Company sold or contributed industrial properties and undeveloped land with a fair value of $487 million to a joint venture (Dugan Realty LLC) in which the Company has a 50% interest and recognized a net gain of $35.2 million. This transaction expanded an existing joint venture with an institutional real estate investor. As a result of the total transactions, the Company received $363.9 million of proceeds. The joint venture financed this transaction  with $350 million of secured mortgage debt of which the  Company has guaranteed $90 million and agreed to provide additional capital contributions to pay all sums due under the remaining $260 million. At December 31, 2001, this $350 million of debt is collateralized by rental properties with net carrying value substantially in excess of the outstanding debt. If required to make additional capital contributions, the Company will receive proportionately increased ownership in the respective collateralized properties. The Company does not anticipate that it will be required to satisfy the guarantee or additional capital contribution obligations. In connection with this transaction, the joint venture partners were given an option to put up to $50 million interest in the joint venture to the Company in exchange for common stock of the Company or cash, subject to timing and other restrictions. As a result of this put option, the Company deferred $10.2 million of gain on sale of depreciated property and recorded a $50 million liability. At December 31, 2001, the joint venture owns 131 buildings totaling more than 23 million square feet with a value of approximately $800 million. The Company provides real estate related services to the venture through its Service Operations.

In December 2000, the Company contributed 14 industrial properties, including five under development, totaling approximately three million square feet to a joint venture (Dugan Texas LLC) in which the Company has a 50% interest. The Company also contributed 145 acres of undeveloped land. The Company received $33.1 million of proceeds and recorded a net gain of $686,000 as a result of the transaction. At December 31, 2001, the joint venture owns 31 buildings totaling more than 5 million square feet with a value of over $226 million. The Company provides real estate related services to the venture through its Service Operations.

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(6)Real Estate Held for Sale

At December 31, 2001, the Company had seven industrial, four office and one retail property comprising approximately 2.6 million square feet held for sale. Of these properties, three build-to-suit office, three build-to-suit industrial and one build-to-suit retail property were under development at December 31, 2001. Net operating income (defined as total property revenues, less property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses) of the properties held for sale for the years ended December 31, 2001, 2000 and 1999 is approximately $5.7 million, $5.1 million, and $4.5 million, respectively. Net book value of the properties held for sale at December 31, 2001 is approximately $122.8 million. There can be no assurance that such properties held for sale will be sold.

The Company recorded a $4.8 million asset impairment adjustment in 2001 on a single property that is expected to be sold in 2002. The Company has analyzed each of its in-service properties and has determined that there are no additional valuation adjustments that need to be made at December 31, 2001.

(7)Indebtedness

Indebtedness at December 31 consists of the following (in thousands):

	2001		2000
Fixed rate secured debt, weighted average interest rate of 7.79% at December 31, 2001, and 8.02% at December 31, 2000, maturity dates ranging from 2003  to 2017	$	274,358	$	357,199
Variable rate secured debt, weighted average interest rate of 2.46% at December 31, 2001, and 7.36% at December 31, 2000,  maturity dates ranging from 2003 to 2025	44,126		109,425
Fixed rate unsecured notes, weighted average interest rate of 7.13% at December 31, 2001, And 7.09% at December 31, 2000,  maturity dates ranging from 2002 to 2028	1,376,372		1,286,591
Unsecured line of credit, interest rate of 2.58% at December 31, 2001, and 7.35% at December 31, 2000, maturity date of 2004	120,000		220,000
	$	1,814,856	$	1,973,215

As of December 31, 2001, the $318.4 million of secured debt is collateralized by rental properties with a net carrying value of $582.9 million.

The Company has the following lines of credit available (in thousands):

						Outstanding
	Borrowing		Maturity	Interest		at December
Description	Capacity		Date	Rate		31, 2001
Unsecured Line of Credit	$	500,000	February 2004	LIBOR + .65	%	$	120,000
Unsecured Line of Credit	$	150,000	July 2002	LIBOR + .675	%	$	—
Secured Line of Credit	$	100,000	January 2003	LIBOR + 1.05	%	$	27,590

The lines of credit are used to fund development and acquisition of additional rental properties and to provide working capital.

The $500 million line of credit allows the Company an option to obtain borrowings from the financial institutions that participate in the line of credit at rates lower than the stated interest rate, subject to certain restrictions. Amounts outstanding on the line of credit at December 31, 2001 are at LIBOR +.65%.

At December 31, 2001, scheduled amortization and maturities of all indebtedness for the next five years and thereafter are as follows  (in thousands):

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Year	Amount
2002	$	67,848
2003	315,931
2004	304,683
2005	226,699
2006	152,087
Thereafter	747,608
	$	1,814,856

Cash paid for interest in 2001, 2000, and 1999 was $140.5 million, $156.5 million and $100.3 million, respectively. Total interest capitalized in 2001, 2000 and 1999 was $25.9 million, $33.0 million and $26.0 million, respectively.

(8)   Segment Reporting

The Company is engaged in four operating segments, the ownership and rental of office, industrial, and retail real estate investments (“Rental Operations”) and the providing of various real estate services such as property management, maintenance, landscaping, leasing, and construction management to third-party property owners (“Service Operations). The Company’s reportable segments offer different products or services and are managed  separately because each requires different operating strategies and management expertise. There are no material intersegment sales or transfers.

Non-segment revenue to reconcile to total revenue consists mainly of equity in earnings of joint ventures. Non-segment assets to reconcile to total assets consists of corporate assets including cash, deferred financing costs and investments in unconsolidated subsidiaries.

The accounting policies of the segments are the same as those described in Note 2.

The Company assesses and measures segment operating results based on a performance measure referred to as Funds From Operations (“FFO”). The National Association of Real Estate Investment Trusts defines FFO as net income or loss, excluding gains or losses from debt restructurings and sales of depreciated property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis. FFO is not a measure of operating results or cash flows from operating activities as measured by generally accepted accounting principles, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. Interest expense and other non-property specific revenues and expenses are not allocated to individual segments in determining the Company’s performance measure.

The revenues and FFO for each of the reportable segments are summarized as follows for the years ended December 31, 2001, 2000, and 1999, and the assets of each reportable segment as of December 31, 2001 and 2000 (in thousands):

Revenues	2001		2000		1999
Rental Operations:
Office	$	386,755	$	336,271	$	272,009
Industrial	286,704		328,302		220,295
Retail	18,723		28,935		26,467
Service Operations	80,459		82,799		54,031
Total Segment Revenues	772,641		776,307		572,802
Non-Segment Revenue	31,167		18,318		16,792
Consolidated Revenue	$	803,808	$	794,625	$	589,594

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	2001			2000			1999
Funds From Operations
Rental Operations:
Office	$	262,191		$	229,427		$	187,541
Industrial	223,548			256,813			172,629
Retail	15,430			23,368			21,506
Services Operations	35,115			32,760			17,872
Total Segment FFO	536,284			542,368			399,548
Non-Segment FFO:
Interest expense	(113,830		)	(133,948		)	(86,757		)
Interest income	5,308			6,866			2,674
General and administrative expense	(15,559		)	(21,144		)	(16,556		)
Gain on land sales	5,080			9,165			1,777
Other expenses	(3,899		)	(2,826		)	(1,540		)
Minority interest in earnings of common unitholders	(32,463		)	(32,071		)	(19,811		)
Minority interest in earnings of preferred unitholders	(8,408		)	(8,408		)	(4,204		)
Other minority interest in earnings of subsidiaries	(2,411		)	(2,145		)	(2,050		)
Minority interest share of FFO adjustments	(16,483		)	(15,698		)	(13,159		)
Joint Venture FFO	45,570			24,182			16,955
Dividends on preferred shares	(52,442		)	(48,981		)	(42,604		)
Consolidated FFO	346,747			317,360			234,273
Depreciation and amortization	(159,714		)	(162,523		)	(110,763		)
Share of joint venture adjustments	(14,177		)	(9,104		)	(5,268		)
Earnings from depreciated  property sales	40,628			51,527			8,235
Minority interest share of adjustments	16,483			15,698			13,159
Net income available for common shareholders	$	229,967		$	212,958		$	139,636
Assets
Rental Operations
Office	$	2,616,015		$	2,473,191		$	2,252,795
Industrial	2,184,234			2,265,237			2,707,028
Retail	64,946			186,389			205,993
Service Operations	101,501			128,249			62,335
Total Segment Assets	4,966,696			5,053,066			5,228,151
Non-Segment Assets	363,337			406,970			258,087
Consolidated Assets	$	5,330,033		$	5,460,036		$	5,486,238

(9)   Leasing Activity

Future minimum rents due to the Company under non-cancelable operating leases at December 31, 2001 are as follows (in thousands):

Year	Amount
2002	$	530,635
2003	492,693
2004	432,611
2005	353,811
2006	279,036
Thereafter	888,757
	$	2,977,543

In addition to minimum rents, certain leases require reimbursements of specified operating expenses which amounted to $115.7 million, $114.2 million, and $85.1 million for the years ended December 31, 2001, 2000 and 1999, respectively.

(10) Employee Benefit Plans

The Company maintains a 401(k) plan for the benefit of its full-time employees. The Company matches the employees’ contributions up to three percent of the employees’ salary and may also make annual discretionary contributions. Total expense recognized by the Company was $1.3 million, $3.2 million and $2.3 million for the years ended 2001, 2000 and 1999, respectively.

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The Company makes contributions to a contributory health and welfare plan as necessary to fund claims not covered by employee contributions. Total expense recognized by the Company related to this plan was $5.6 million, $6.0 million and $2.7 million for 2001, 2000 and 1999, respectively. Included in total expense is an estimate based on historical experience of the effect of claims incurred but not reported as of year-end.

(11) Shareholders’ Equity

The Company periodically accesses the public equity markets to fund the development and acquisition of additional rental properties. The proceeds of these offerings are contributed to DRLP in exchange for additional interest in the partnership.

The following series of preferred stock are outstanding as of December 31, 2001 (in thousands, except percentages):

	Shares	Dividend		Redemption	Liquidation
Description	Outstanding	Rate		Date	Preference		Convertible
Series B Preferred	300	7.990	%	September 30, 2007	$	150,000	No
Series D Preferred	535	7.375	%	December 31, 2003	133,874		Yes
Series E Preferred	400	8.250	%	January 20, 2004	100,000		No
Series F Preferred	600	8.000	%	October 10, 2002	150,000		No
Series I Preferred	300	8.450	%	February 1, 2006	75,000		No

All series of preferred shares require cumulative distributions, have no stated maturity date, and the redemption price of each series may only be paid from the proceeds of other capital shares of the Company, which may include other classes or series of preferred shares.

The Series I Preferred shares were issued in February 2001.

The Series D Preferred shares are convertible at a conversion rate of 9.3677 common shares for each preferred share outstanding.

The dividend rate on the Series B Preferred shares increases to 9.99% after September 12, 2012.

The Company redeemed its $75.0 million Series A Preferred shares in August 2001.

Under a shareholder rights plan (“Rights Agreement”), each common shareholder has one right for each share of common stock prior to the occurrence of certain triggering events which would in effect execute the Rights Agreement. Upon the occurrence of such events, each right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Junior Preferred Stock which has substantially the same economic attributes and carries substantially the same voting rights as one share of common stock. As of December 31, 2001, no events have triggered execution of the Rights Agreement.

(12)Stock Based Compensation

The Company has nine stock based compensation plans, including fixed stock option plans and performance based stock plans, which are described below. The Company is authorized to issue up to 13,804,738 shares of Company stock under these plans.  The Company applies APB Opinion No. 25 and related interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized for its fixed stock option

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plans as the exercise price of each option equals the market price of the Company’s stock on the date of grant. The Company charges compensation costs against its income for its performance based stock plans. If compensation cost for the Company’s fixed stock option plans had been determined consistent with SFAS Statement No. 123, the Company’s net income and net income per share for the years ended December 31 would have been reduced to the pro forma amounts indicated below (in thousands, except earnings per share amounts):

		2001		2000		1999
Net income	As reported	$	229,967	$	212,958	$	139,636
	Pro forma	$	228,731	$	212,365	$	139,121
Basic net income per share	As reported	$	1.77	$	1.68	$	1.33
	Pro forma	$	1.76	$	1.67	$	1.33
Diluted net income per share	As reported	$	1.75	$	1.66	$	1.32
	Pro forma	$	1.74	$	1.65	$	1.32

Because the Statement does not apply to awards prior to 1995, and the options have up to a 5-year vesting period, the pro forma effect was not fully reflected until 2000.

The fair values of the options were determined using the Black-Scholes option-pricing model with the following assumptions:

	2001		2000		1999
Dividend yield	7.5	%	7.0	%	7.0	%
Volatility	20.2	%	20.2	%	20.1	%
Risk-free interest rate	5.0	%	5.8	%	4.9	%
Expected life	6 years		6 years		6.5 years

Fixed Stock Option Plans

The Company had options outstanding under six fixed stock option plans as of December 31, 2001. Additional grants may be made under three of those plans.

A summary of the status of the Company’s fixed stock option plans as of December 31, 2001, 2000 and 1999 and changes during the years ended on those dates follows:

	2001					2000					1999
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding,  beginning of year	5,235,464			$	19.52	5,043,965			$	19.00	2,047,972			$	16.70
Granted	718,230			24.98		958,786			20.04		615,003			22.96
Weeks Corporation options	0			0		0			0		2,617,076			20.01
Exercised	(982,243		)	15.21		(440,924		)	13.66		(56,371		)	14.11
Forfeited	(279,882		)	21.84		(326,363		)	20.95		(179,715		)	22.79
Outstanding, end of year	4,691,659			$	21.12	5,235,464			$	19.52	5,043,965			$	19.00
Options exercisable, end of year	2,965,930					3,112,706					2,596,660
Weighted-average fair value of options granted during the year	$	2.19				$	2.18				$	2.20

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The options outstanding at December 31, 2001, under the fixed stock option plans have a range of exercise prices from $11.87 to $24.98 with a weighted average exercise price of $21.12 and a weighted average remaining contractual life of 6.58 years. The options exercisable at December 31, 2001 have a weighted average exercise price of $20.21.

Each option’s maximum term is ten years. With limited exceptions, options vest at 20% per year, or, if earlier, upon the death, retirement or disability of the optionee or a change in control of the Company.

Performance Based Stock Plans

The Company has three types of performance based equity compensation plans: Dividend Increase Unit Plans (“DIU Plans”), a Shareholder Value Plan and a Performance Share Plan. Under the Company’s DIU Plans, Dividend Increase Units (“DIUs”) are granted to key employees and directors. The value of DIUs exercised by participants is payable in Company stock.  The maximum term of all DIUs granted is ten years.

The value of each DIU when exercised is equal to the increase in the Company’s annualized dividend per share from the date of grant to the date of exercise, divided by the “dividend yield.” Dividend yield is the annualized dividend per share divided by the market price per share of the Company’s common stock at the date of grant. DIUs are generally subject to a 20% per year vesting schedule.

Under the 1995 Shareholder Value Plan (the “SV Plan”), the Company may grant awards in specified dollar amounts to key employees. The award is payable to the employee on the third anniversary of the date of grant. One-half of the award is payable in common stock of the Company, and one-half is payable in cash. The initial dollar amount of each award granted under the SV Plan is adjusted upward or downward based on a comparison of the Company’s cumulative total shareholder return for the three year period as compared to the cumulative total return of the S&P 500 and the NAREIT Equity REIT Total Return indices. The award is not payable upon the employee’s termination of employment for any reason other than retirement, death, disability or a change in control of the Company.

Awards made under the 2000 Performance Share Plan vest 20% per year if the Company attains a certain predefined level of earnings growth for such vesting period. The payments are made in the form of “performance shares”, with each performance share economically equivalent to one share of Company common stock.  Performance shares will ultimately be paid to the participants in the form of cash or Company common stock upon the retirement or termination of employment of the participant.  At December 31, 2001, plan participants had the right to receive up to 82,074 performance shares, of which 29,436 were vested and 52,638 were contingent upon earnings achievement.

The Company believes that it is not possible to reasonably estimate the fair value of the awards to be paid under these performance compensation plans and, therefore, computes compensation cost for these plans based on the intrinsic value of the awards as if they were exercised at the end of each applicable reporting period. The compensation cost that has been charged against income for these plans was $6.2 million, $7.7 million and $5.9 million for 2001, 2000 and 1999, respectively.

(13)     Derivative Instruments

One of the Company’s interest rate swap contracts did not meet the criteria of SFAS 133 to qualify for hedge accounting. SFAS 133 requires that unrealized gains and losses on derivatives not qualifying as hedge

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accounting be recognized currently in earnings. The cumulative effect of a change in accounting principle due to the adoption of SFAS 133 as of January 1, 2001, was $398,000 and was recorded in accumulated other comprehensive income as a transition adjustment. As of December 31, 2001, the Company recorded a net loss of $1.4 million in other expense due to the interest rate swap contract not qualifying for hedge accounting.

The Company had three interest rate swaps that qualified for hedge accounting under SFAS No. 133. All three were tied to an $85 million unsecured term loan to fix the interest rate. Any change in fair values on these swaps was recognized in other comprehensive income. In July 2001, the Company paid off the term loan and terminated the three swaps. The cost to terminate the swaps was $505,000, which was recorded as interest expense and reversed out of other comprehensive income.

(14)Commitments and Contingencies

In 1998 and 1999, members of management and the Board of Directors purchased $69 million of common stock in connection with an Executive and Senior Officer Stock Purchase Plan. The purchases were financed by five-year personal loans at market interest rates from financial institutions. As of December 31, 2001, the outstanding balance on these loans is $40.5 million as some participants have exited the program and repaid their principal balance. As a condition of the financing agreement with the financial institution, the Company has guaranteed repayment of principal, interest and other obligations for each participant, but is fully indemnified by the participants. In the opinion of management, it is not probable that the Company will be required to satisfy these guarantees.

The Company has entered into agreements, subject to the completion of due diligence requirements, resolution of certain contingencies and completion of customary closing conditions, for the future acquisition of land totaling $10.1 million. The acquisitions are scheduled to close periodically through 2002 and will be paid for through a combination of cash or DRLP Limited Partner Unit issuance.

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DUKE REALTY CORPORATION	Schedule 3
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
(IN THOUSANDS)

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
ALPHARETTA, GEORGIA
Brookside Office Park	3925 Brookside Parkway	Office	—	1,269	14,719	6	1,269	14,725	15,994	927	1998	1999
Brookside Office Park	3625 Brookside Parkway	Office	—	1,625	10,919	2,579	1,625	13,498	15,123	1,182	1999	1999
Brookside Office Park	Radiant II	Office	—	831	7,229	—	831	7,229	8,060	146	2000	2000
Brookside Office Park	Brookside II	Office	—	1,381	10,890	—	1,381	10,890	12,271	121	2000	2001
Hembree Crest	11800 Wills Road	Industrial	—	304	2,146	314	304	2,460	2,764	172	1987	1999
Hembree Crest	11810 Wills Road	Industrial	—	296	2,254	228	296	2,482	2,778	203	1987	1999
Hembree Crest	11820 Wills Road	Industrial	—	488	2,277	850	488	3,127	3,615	193	1987	1999
Hembree Crest	11415 Old Roswell Road	Industrial	—	648	2,454	474	648	2,928	3,576	256	1991	1999
Hembree Park	NMeadow SC I @ Founders	Industrial	—	1,936	7,998	—	1,936	7,998	9,934	696	1999	2000
Hembree Park	NMeadow SC II @ Founders	Industrial	—	1,369	3,591	—	1,369	3,591	4,960	32	2001	2001
North Meadow	1350 Northmeadow Parkway	Industrial	—	672	3,648	259	672	3,907	4,579	278	1994	1999
North Meadow	11835 Alpharetta Highway	Retail	—	524	2,861	5	524	2,866	3,390	177	1994	1999
Northwinds Pointe	2550 Northwinds Parkway	Office	—	2,271	20,017	142	2,271	20,159	22,430	1,282	1998	1999
Ridgeland	1320 Ridgeland Pkwy	Industrial	—	998	5,874	37	998	5,911	6,909	360	1999	1999
Ridgeland	Ridgeland Business Dist I	Industrial	—	488	2,910	1,331	488	4,241	4,729	634	1999	1999
Ridgeland	Ridgeland Business Dist. II	Industrial	—	579	2,509	—	579	2,509	3,088	174	1999	2000
ANTIOCH, TENNESSEE
Jackson Business Center	Keebler	Industrial	—	307	1,299	9	307	1,308	1,615	219	1985	1995
ARLINGTON HEIGHTS, ILLINOIS
Arlington Business Park	Atrium II	Office	—	776	7,170	1,083	776	8,253	9,029	862	1986	1998
ATLANTA, GEORGIA
Druid Chase	6 W. Druid Hills Drive	Office	—	473	6,758	341	473	7,099	7,572	434	1968	1999
Druid Chase	2801 Buford Highway	Office	—	794	9,905	965	794	10,870	11,664	717	1977	1999
Druid Chase	1190 W. Druid Hills Drive	Office	—	689	6,631	366	689	6,997	7,686	410	1980	1999
Druid Chase	2071 N. Druid Hills Drive	Retail	—	98	321	—	98	321	419	20	1968	1999
AURORA, ILLINOIS
Meridian Business Campus	535 Exchange	Industrial	—	386	920	—	386	920	1,306	82	1984	1999
Meridian Business Campus	515-525 North Enterprise	Industrial	—	342	1,668	90	342	1,758	2,100	165	1984	1999
Meridian Business Campus	615 Enterprise	Industrial	—	468	2,824	138	468	2,962	3,430	250	1984	1999
Meridian Business Campus	3615 Exchange	Industrial	—	410	1,603	45	410	1,648	2,058	142	1986	1999
Meridian Business Campus	4000 Sussex	Industrial	—	417	1,929	5	417	1,934	2,351	163	1990	1999
Meridian Business Campus	3737 East Exchange	Industrial	—	598	2,531	4	598	2,535	3,133	208	1985	1999
Meridian Business Campus	444 North Commerce	Industrial	—	722	5,367	403	722	5,770	6,492	459	1985	1999
Meridian Business Campus	Meridian I	Industrial	—	1,150	6,635	—	1,150	6,635	7,785	614	1999	2000
Meridian Business Campus	Meridian II	Industrial	—	567	1,489	—	567	1,489	2,056	—	2001	2001
Meridian Business Campus	Michael Jordan Golf Center	Grounds	—	1,412	—	111	1,523	—	1,523	—	N/A	1999
Meridian Business Campus	Meridian Outlot	Grounds	—	894	—	—	894	—	894	1	N/A	2000
BEACHWOOD, OHIO
Corporate Exchange	One Corporate Exchange	Office	5,371	1,287	8,674	1,095	1,287	9,769	11,056	1,695	1989	1996
Corporate Place	Corporate Place	Office	—	1,161	7,792	678	1,163	8,468	9,631	1,143	1988	1996
BLOOMINGTON, MINNESOTA
Alpha Buildings	Alpha Business Ctr I&II	Office	—	280	1,598	217	280	1,815	2,095	167	1980	1999
Alpha Buildings	Alpha Business Ctr III&IV	Industrial	—	341	1,948	178	341	2,126	2,467	174	1980	1999
Alpha Buildings	Alpha Business Ctr V	Industrial	—	537	3,065	157	538	3,221	3,759	218	1980	1999
Bloomington Industrial Center	Bloomington Industrial Center	Industrial	1,640	621	3,626	764	621	4,390	5,011	640	1963	1997
Hampshire Dist. Center	Hampshire Dist Center North	Industrial	2,398	779	4,483	56	779	4,539	5,318	469	1979	1997
Hampshire Dist. Center	Hampshire Dist Center South	Industrial	2,852	901	5,215	262	901	5,477	6,378	569	1979	1997
Hampshire Tech Center	Hampshire Tech Center	Industrial	—	2,124	13,066	630	2,223	13,597	15,820	1,477	1998	1998
Lyndale Commons	Lyndale Commons I	Industrial	—	247	1,431	245	247	1,676	1,923	249	1981	1998
Lyndale Commons	Lyndale Commons II	Industrial	—	181	1,048	206	183	1,252	1,435	151	1985	1998
Norman Center	Norman Center 2	Office	—	782	4,442	139	807	4,556	5,363	408	1970	1998
Norman Center	Norman Center 4	Office	—	562	3,251	300	579	3,534	4,113	370	1967	1998

61

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Norman Center Plaza	Norman Pointe I	Office	—	3,660	26,072	—	3,660	26,072	29,732	64	2000	2000
Penn Corporate Building	Penn Corporate Bldg	Industrial	—	312	1,801	43	312	1,844	2,156	191	1977	1997
BLUE ASH, OHIO
Alliance Woods	Alliance Woods	Office	—	2,331	16,829	—	2,331	16,829	19,160	61	2000	2001
Cornell Commerce Center	Cornell Commerce Center	Industrial	—	495	4,755	200	495	4,955	5,450	772	1989	1996
Creek Road	Creek Road Bldg 1	Industrial	—	103	833	37	103	870	973	113	1971	1996
Creek Road	Creek Road Bldg 2	Industrial	—	132	1,149	42	132	1,191	1,323	154	1971	1996
Huntington Bank Building	Huntington Bank Building	Office	—	175	241	—	175	241	416	31	1986	1996
Lake Forest/Westlake	Lake Forest Place	Office	—	1,953	20,098	1,705	1,953	21,803	23,756	3,421	1985	1996
Lake Forest/Westlake	Westlake Center	Office	—	2,459	16,790	1,161	2,459	17,951	20,410	2,860	1981	1996
BOLINGBROOK, ILLINOIS
Crossroads Business Park	Chapco Carton Company	Industrial	—	914	4,401	—	914	4,401	5,315	137	2000	2000
BRANDON, FLORIDA
Regency Park North	Regency I	Office	—	1,048	4,203	—	1,048	4,203	5,251	179	2000	2000
BRASELTON, GEORGIA
Braselton	Braselton II	Industrial	—	1,365	8,374	—	1,365	8,374	9,739	1	2001	2001
BRENTOOD, TENNESSEE
Brentwood South Bus. Center	7104 Crossroads Blvd	Industrial	—	1,065	5,994	128	1,065	6,122	7,187	383	1987	1999
Brentwood South Bus. Center	7106 Crossroads Blvd	Industrial	—	1,065	2,836	924	1,065	3,760	4,825	238	1987	1999
Brentwood South Bus. Center	7108 Crossroads Blvd	Industrial	—	848	4,141	56	848	4,197	5,045	264	1989	1999
Creekside Crossing	Creekside Crossing One	Office	—	1,900	8,377	1,012	1,901	9,388	11,289	1,712	1997	1998
Creekside Crossing	Creekside Crossing Two	Office	—	2,087	9,579	—	2,087	9,579	11,666	795	1999	2000
BROOKLYN PARK, MINNESOTA
7300 Northland Drive	7300 Northland Drive	Industrial	—	700	6,598	29	703	6,624	7,327	823	1980	1998
Crosstown North	Crosstown North Bus. Ctr. 1	Industrial	—	835	5,443	815	1,091	6,002	7,093	550	1998	1999
Crosstown North	Crosstown North Bus. Ctr. 2	Industrial	—	449	2,946	266	525	3,136	3,661	291	1998	1999
Crosstown North	Crosstown North Bus. Ctr. 3	Industrial	—	758	2,819	—	784	2,793	3,577	433	1999	1999
Crosstown North	Crosstown North Bus. Ctr. 4	Industrial	—	2,079	8,098	478	2,206	8,449	10,655	814	1999	1999
Crosstown North	Crosstown North Bus Ctr 5	Industrial	—	1,079	5,566	—	1,079	5,566	6,645	472	1999	2000
Crosstown North	Crosstown North Bus Ctr 6	Industrial	—	788	3,634	—	788	3,634	4,422	215	2000	2000
BURNSVILLE, MINNESOTA
Cliff Road Industrial Center	Cliff Road Industrial Ctr	Industrial	—	256	1,481	58	256	1,539	1,795	167	1972	1998
Larc Industrial Park	Larc Industrial Park I	Industrial	—	280	1,631	111	280	1,742	2,022	198	1977	1997
Larc Industrial Park	Larc Industrial Park II	Industrial	—	224	1,315	143	224	1,458	1,682	160	1976	1997
Larc Industrial Park	Larc Industrial Park III	Industrial	—	135	800	—	135	800	935	83	1980	1997
Larc Industrial Park	Larc Industrial Park IV	Industrial	—	90	539	6	90	545	635	61	1980	1997
Larc Industrial Park	Larc Industrial Park V	Industrial	—	96	555	168	96	723	819	88	1980	1997
Larc Industrial Park	Larc Industrial Park VI	Industrial	—	373	2,149	268	373	2,417	2,790	267	1975	1997
Larc Industrial Park	Larc Industrial Park VII	Industrial	—	242	1,394	249	242	1,643	1,885	265	1973	1997
Professional Plaza	Professional Plaza IV	Industrial	—	248	1,425	78	248	1,503	1,751	155	1980	1998
Professional Plaza	Professional Plaza III	Industrial	—	237	1,359	260	241	1,615	1,856	208	1985	1998
Professional Plaza	Professional Plaza II	Industrial	—	216	1,261	280	216	1,541	1,757	208	1984	1998
SE Submarket-Burnsville	Professional Plaza I	Office	—	467	2,716	260	467	2,976	3,443	330	1986	1998
CANAL WINCHESTER, OHIO
Nifco at Canal Winchester	Nifco at Canal Winchester	Industrial	—	400	3,365	—	400	3,365	3,765	113	2000	2000
CARMEL, INDIANA
Hamilton Crossing	Hamilton Crossing Bldg 1	Industrial	—	835	4,839	1,371	847	6,198	7,045	1,027	1989	1993
Hamilton Crossing	Hamilton Crossing Bldg 2	Office	—	313	1,393	833	384	2,155	2,539	407	1997	1997
Hamilton Crossing	Hamilton Crossing Bldg 3	Office	—	890	9,958	—	890	9,958	10,848	457	2000	2000
Hamilton Crossing	Hamilton Crossing Bldg 4	Office	—	515	6,439	45	598	6,401	6,999	962	1999	1999
Hamilton Crossing Retail	Hamilton Crossing Retail Bld 1	Retail	—	728	6,708	266	898	6,804	7,702	550	1999	1999

62

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Hamilton Crossing Retail	Hampton Land Lease	Grounds	—	137	—	72	209	—	209	13	N/A	1999
Hamilton Crossing Retail	Max & Ermas	Grounds	—	167	—	—	167	—	167	—	N/A	2000
CARY, NORTH CAROLINA
Regency Forest	200 Regency Forest Dr.	Office	—	1,230	13,501	283	1,230	13,784	15,014	963	1999	1999
Regency Forest	100 Regency Forest Dr.	Office	—	1,538	10,756	1,667	1,618	12,343	13,961	1,203	1997	1999
Regency Forest	Regency Forest III	Office	—	1,134	9,604	—	1,134	9,604	10,738	206	2000	2001
Weston Parkway	6501 Weston Parkway	Office	7,599	1,775	10,668	—	1,775	10,668	12,443	676	1996	1999
CELEBRATION, FLORIDA
Celebration Business Center	Celebration Business Center I	Office	—	1,102	4,843	685	1,118	5,512	6,630	506	1997	1999
Celebration Business Center	Celebration Business Center II	Office	—	771	3,590	—	771	3,590	4,361	223	1997	1999
Celebration Business Center	Celebration Office Center I	Office	—	1,011	7,691	—	1,011	7,691	8,702	424	2000	2000
Celebration Business Center	Celebration Office Center II	Office	—	1,011	5,663	—	1,011	5,663	6,674	8	2001	2001
CHANHASSEN, MINNESOTA
Chanhassen Lakes	Chanhassen Lakes I	Industrial	—	357	2,067	469	370	2,523	2,893	260	1983	1998
Chanhassen Lakes	Chanhassen Lakes II	Industrial	—	438	2,542	134	453	2,661	3,114	243	1986	1998
CHAPEL HILL, NORTH CAROLINA
Governors Village	Governors Village	Office	—	515	5,164	—	515	5,164	5,679	5	2000	2001
CHICAGO, ILLINOIS
King’s Mall	Applebee’s Ground Lease	Grounds	—	309	29	—	338	—	338	38	N/A	1997
CINCINNATI, OHIO
312 Elm	312 Elm	Office	39,187	4,750	47,125	4,794	5,428	51,241	56,669	11,849	1992	1993
312 Plum	312 Plum	Office	—	2,539	24,730	2,388	2,590	27,067	29,657	6,488	1987	1993
Blue Ash Office Center	Blue Ash Office Ctr VI	Office	—	518	2,852	233	518	3,085	3,603	341	1989	1997
Executive Plaza	Executive Plaza I	Office	—	728	5,504	9	728	5,513	6,241	724	1980	1996
Executive Plaza	Executive Plaza II	Office	—	728	5,613	97	728	5,710	6,438	772	1981	1996
Executive Plaza	Executive Plaza III	Office	—	509	4,945	1,403	509	6,348	6,857	1,134	1998	1998
Governors Hill	8790 Governor’s Hill	Office	—	400	4,774	486	408	5,252	5,660	1,147	1985	1993
Governors Hill	8800 Governor’s Hill	Office	—	225	2,375	6	231	2,375	2,606	953	1985	1986
Governors Hill	8600 Governor’s Hill	Office	—	1,220	18,967	788	1,245	19,730	20,975	4,063	1986	1993
Iams Industrial Park	Cincinnati Bell Supply	Industrial	—	606	3,218	—	606	3,218	3,824	150	1999	2000
Kenwood Commons	8230 Kenwood Commons	Office	4,775	638	3,281	761	638	4,042	4,680	1,811	1986	1986
Kenwood Commons	8280 Kenwood Commons	Office	2,525	638	1,835	—	638	1,835	2,473	835	1986	1986
Kenwood Executive Center	Kenwood Executive Center	Office	—	606	4,006	404	606	4,410	5,016	494	1981	1997
Kenwood MOB	Kenwood MOB	Office	—	—	7,331	139	—	7,470	7,470	409	1999	1999
One Ashview Place	One Ashview Place	Office	—	1,204	12,630	549	1,204	13,179	14,383	1,498	1989	1997
Park 50	Dun & Bradstreet Bldg	Office	1,598	270	2,701	382	466	2,887	3,353	1,126	1972	1986
Pfeiffer Place	Pfeiffer Place	Office	—	3,608	11,956	—	3,608	11,956	15,564	14	2001	2001
Pfeiffer Woods	Pfeiffer Woods	Office	6,487	1,450	12,253	172	1,450	12,425	13,875	752	1998	1999
Remington Office Park	Remington Park Bldg A	Office	—	560	1,469	154	560	1,623	2,183	192	1982	1997
Remington Office Park	Remington Park Bldg B	Office	—	560	1,523	54	560	1,577	2,137	169	1982	1997
Triangle Office Park	Triangle Office Park	Office	4,158	1,000	10,824	600	1,018	11,406	12,424	4,486	1965	1986
World Park	World Park Bldg 5	Industrial	1,824	270	3,506	22	276	3,522	3,798	1,230	1987	1988
World Park	World Park Bldg 6	Industrial	2,091	378	3,825	109	385	3,927	4,312	1,231	1987	1988
World Park	World Park Bldg 7	Industrial	2,416	525	4,500	143	537	4,631	5,168	1,484	1987	1988
World Park	World Park Bldg 30	Industrial	—	—	—	—	—	—	—	—	1999	2000
Zussman Building	Zussman Bldg	Office	—	339	6,834	870	346	7,697	8,043	2,450	1986	1993
COLUMBUS, OHIO
Easton	Easton Way One	Office	—	1,874	10,259	—	1,874	10,259	12,133	552	2000	2000
Easton	Easton Way Two	Office	—	2,005	7,327	—	2,005	7,327	9,332	2	2001	2001
Easton Oval	One Easton Oval	Office	—	2,789	12,017	193	2,789	12,210	14,999	1,645	1998	1999
Easton Oval	Two Easton Oval	Office	—	2,489	16,753	291	2,489	17,044	19,533	1,576	1996	1998
Polaris	1000 Polaris Parkway	Office	4,475	1,200	6,618	726	1,200	7,344	8,544	504	1992	1999
Tuttle Crossing	BMW Parking Expansion	Grounds	—	—	—	—	—	—	—	18	N/A	1997

63

Development	Name		Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
					Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Tuttle Crossing	Quest Parking Expansion		Grounds	—	—	—	—	—	—	—	39	N/A	1998
Westbelt Drive	2190-2200 Westbelt Drive		Industrial	—	300	1,951	84	300	2,035	2,335	167	1986	1998
Westbelt West	Westbelt West #1		Industrial	—	432	4,133	873	432	5,006	5,438	469	1999	1999
Westbelt West	Westbelt West #2		Industrial	—	509	5,209	—	509	5,209	5,718	260	1999	2000
Zane Trace	3800 Zane Trace Drive		Industrial	—	170	2,086	371	170	2,457	2,627	471	1978	1994
Zane Trace	3635 Zane Trace Drive		Industrial	—	236	1,800	257	236	2,057	2,293	227	1980	1998
CREVE COUER, MISSOURI
Twin Oaks Office Ctr	Twin Oaks		Office	—	566	8,269	940	566	9,209	9,775	1,154	1995	1997
CRYSTAL, MINNESOTA
Crystal Industrial Center	Crystal Industrial Center		Industrial	—	456	2,621	552	480	3,149	3,629	514	1974	1997
DES PLAINES, ILLINOIS
105 East Oakton	105 East Oakton		Industrial	—	1,132	4,253	278	1,132	4,531	5,663	397	1974	1999
Deckbrand Building	Wolf Road Building		Industrial	—	179	1,632	292	179	1,924	2,103	214	1966	1998
DOWNERS GROVE, ILLINOIS
Executive Towers	Executive Towers I		Office	—	2,652	24,356	2,262	2,652	26,618	29,270	3,141	1983	1997
Executive Towers	Executive Towers II		Office	—	3,386	31,791	4,255	3,386	36,046	39,432	4,391	1984	1997
Executive Towers	Executive Towers III		Office	—	3,512	32,955	2,038	3,512	34,993	38,505	4,155	1987	1997
DUBLIN, OHIO
Scioto Corporate Center	Scioto Corporate Center		Office	—	1,100	3,336	497	1,100	3,833	4,933	518	1987	1996
Tuttle Crossing	Metrocenter III		Office	—	887	2,965	429	887	3,394	4,281	478	1983	1996
Tuttle Crossing	Qwest		Office	—	2,618	18,877	916	2,670	19,741	22,411	4,055	1990	1993
Tuttle Crossing	Sterling 1		Office	—	1,494	12,799	331	1,524	13,100	14,624	2,658	1990	1993
Tuttle Crossing	4700 Lakehurst Ct.		Office	—	717	2,442	409	717	2,851	3,568	704	1994	1994
Tuttle Crossing	Sterling 2		Office	—	605	5,836	61	605	5,897	6,502	976	1995	1995
Tuttle Crossing	John Alden Life Ins.		Office	—	1,066	7,656	—	1,066	7,656	8,722	1,261	1995	1995
Tuttle Crossing	5555 Glendon Court		Office	—	1,600	10,760	1,082	1,773	11,669	13,442	3,660	1995	1995
Tuttle Crossing	Sterling 3		Office	—	1,601	8,668	72	1,601	8,740	10,341	1,865	1996	1996
Tuttle Crossing	Compmanagement		Office	—	867	4,366	534	867	4,900	5,767	683	1997	1997
Tuttle Crossing	Sterling 4		Office	—	483	9,284	892	483	10,176	10,659	1,305	1998	1998
Tuttle Crossing	Xerox Bldg-5555 Parkcenter Cir		Office	—	1,580	9,333	487	1,580	9,820	11,400	1,930	1992	1994
Tuttle Crossing	Parkwood Place		Office	—	1,690	11,477	807	1,690	12,284	13,974	1,952	1997	1997
Tuttle Crossing	Nationwide		Office	—	4,815	19,030	68	4,815	19,098	23,913	4,112	1996	1996
Tuttle Crossing	Emerald II		Office	—	495	3,452	—	495	3,452	3,947	676	1998	1998
Tuttle Crossing	Atrium II, Phase I		Office	—	1,649	11,438	—	1,649	11,438	13,087	2,260	1997	1998
Tuttle Crossing	Atrium II, Phase II		Office	—	1,597	10,212	986	1,597	11,198	12,795	2,002	1998	1999
Tuttle Crossing	Blazer I		Office	—	904	5,688	562	904	6,250	7,154	968	1999	1999
Tuttle Crossing	Parkwood II		Office	—	1,848	13,952	—	1,848	13,952	15,800	782	2000	2000
Tuttle Crossing	Blazer II		Office	—	1,016	6,854	—	1,016	6,854	7,870	414	2000	2000
Tuttle Crossing	Emerald III		Office	—	1,685	7,774	—	1,685	7,774	9,459	71	2001	2001
DULUTH, GEORGIA
Breckinridge	2825 Breckinridge Blvd		Industrial	—	317	3,626	117	317	3,743	4,060	256	1986	1999
Breckinridge	2875 Breckinridge Blvd		Industrial	—	476	4,797	—	476	4,797	5,273	297	1986	1999
Breckinridge	2885 Breckinridge Blvd		Industrial	—	487	6,893	308	487	7,201	7,688	439	1997	1999
Business Park At Sugarloaf	2775 Premiere Parkway		Industrial	—	560	4,697	22	560	4,719	5,279	295	1997	1999
Business Park At Sugarloaf	3079 Premiere Parkway		Industrial	—	776	6,520	296	776	6,816	7,592	438	1998	1999
Business Park At Sugarloaf	Sugarloaf Office I		Industrial	—	1,042	8,685	40	1,042	8,725	9,767	546	1998	1999
Business Park At Sugarloaf	2855 Premiere Parkway		Industrial	—	765	3,941	187	765	4,128	4,893	282	1999	1999
Business Park At Sugarloaf	6655 Sugarloaf		Industrial	—	—	—	—	—	—	—	14	1998	1999
Business Park At Sugarloaf	Sugarloaf Office IV		Industrial	—	623	4,157	—	623	4,157	4,780	417	2000	2000
Business Park At Sugarloaf	6655 Sugarloaf(Innotrac	)	Industrial	—	1,651	6,449	—	1,651	6,449	8,100	—	1998	2001
Crestwood Pointe	3805 Crestwood Parkway		Office	—	877	15,158	120	877	15,278	16,155	1,011	1997	1999
Crestwood Pointe	3885 Crestwood Parkway		Office	—	878	14,153	1,000	878	15,153	16,031	1,266	1998	1999
Hampton Green	Hampton Green Off I		Office	—	1,388	11,268	—	1,388	11,268	12,656	340	2000	2000
Meadowbrook	2475 Meadowbrook Parkway		Industrial	—	529	3,477	155	529	3,632	4,161	285	1986	1999

64

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Meadowbrook	2505 Meadowbrook Parkway	Industrial	—	606	2,395	4	606	2,399	3,005	149	1990	1999
River Green	3450 River Green Court	Industrial	—	194	2,191	195	194	2,386	2,580	165	1989	1999
Sugarloaf	Sugarloaf Office V	Industrial	—	744	3,797	—	744	3,797	4,541	48	2001	2001
EAGAN, MINNESOTA
Apollo Distribution Center	Apollo Industrial Ctr I	Industrial	—	866	4,956	675	882	5,615	6,497	806	1997	1997
Apollo Distribution Center	Apollo Industrial Ctr II	Industrial	—	474	3,125	—	474	3,125	3,599	218	2000	2000
Apollo Distribution Center	Apollo Industrial Ctr III	Industrial	—	1,432	6,868	—	1,432	6,868	8,300	294	2000	2000
Eagan Point Industrial Park	Eagan Pointe Business Center I	Industrial	—	1,046	3,927	—	1,046	3,927	4,973	—	2001	2001
Eagandale Crossing	Eagandale Crossing	Industrial	—	974	4,780	12	987	4,779	5,766	1,122	1998	1998
Eagandale Tech Center	Eagandale Tech Center	Industrial	—	987	5,681	696	987	6,377	7,364	838	1998	1998
Not Applicated	Lunar Pointe	Industrial	—	982	2,805	—	982	2,805	3,787	—	2001	2001
Sibley Industrial Center	Sibley Industrial Center I	Industrial	—	356	2,050	234	380	2,260	2,640	331	1973	1997
Sibley Industrial Center	Sibley Industrial Center II	Industrial	—	225	1,343	104	225	1,447	1,672	271	1972	1997
Sibley Industrial Center	Sibley Industrial Center III	Industrial	—	213	1,223	238	217	1,457	1,674	205	1968	1997
Silverbell Commons	Silverbell Commons	Industrial	—	1,807	7,103	126	1,807	7,229	9,036	863	1999	1999
Trapp Road	Trapp Road Commerce I	Industrial	—	671	3,879	347	691	4,206	4,897	469	1996	1998
Trapp Road	Trapp Road Commerce II	Industrial	—	1,250	7,022	459	1,250	7,481	8,731	829	1998	1998
Yankee Place	Yankee Place	Industrial	—	2,797	12,146	—	2,797	12,146	14,943	2,041	1986	1997
EARTH CITY, MISSOURI
Earth City	3322 NGIC	Office	6,493	2,615	10,809	809	2,615	11,618	14,233	1,376	1987	1997
Earth City	Corporate Center, Earth City	Industrial	—	783	4,481	—	783	4,481	5,264	246	2000	2000
EAST POINTE, GEORGIA
Camp Creek	Camp Creek Bldg 1400	Industrial	—	561	3,200	—	561	3,200	3,761	81	1988	2001
Camp Creek	Camp Creek Bldg 1800	Industrial	—	462	2,963	—	462	2,963	3,425	82	1989	2001
Camp Creek	Camp Creek Bldg 2000	Industrial	—	395	2,256	—	395	2,256	2,651	57	1989	2001
Camp Creek	Camp Creek Bldg 2400	Industrial	—	296	1,686	—	296	1,686	1,982	43	1988	2001
Camp Creek	Camp Creek Bldg 2600	Industrial	—	364	2,075	—	364	2,075	2,439	53	1990	2001
EDEN PRAIRIE, MINNESOTA
Edenvale Executive Center	Edenvale Executive Center	Industrial	—	1,184	6,699	405	1,185	7,103	8,288	444	1987	1999
Golden Triangle Tech Center	Golden Triangle Tech Ctr	Industrial	—	1,446	8,258	258	1,458	8,504	9,962	756	1997	1998
Valley Gate/Green	Valley Gate North	Industrial	—	548	3,133	506	556	3,632	4,188	301	1986	1999
EDINA, MINNESOTA
Cahill Business Center	Cahill Business Center	Industrial	—	507	2,945	337	507	3,282	3,789	428	1980	1997
Edina Interchange	Edina Interchange I	Industrial	1,771	630	3,646	408	630	4,054	4,684	468	1995	1997
Edina Interchange	Edina Interchange II	Industrial	1,138	432	2,501	60	432	2,561	2,993	264	1980	1997
Edina Interchange	Edina Interchange III	Industrial	1,272	487	2,821	59	487	2,880	3,367	302	1981	1997
Edina Interchange	Edina Interchange IV	Industrial	—	228	1,322	344	228	1,666	1,894	273	1974	1997
Edina Interchange	Edina Interchange V	Industrial	—	971	5,637	353	971	5,990	6,961	688	1974	1997
Edina Interchange	Edina Interchange VII	Industrial	—	180	1,060	217	180	1,277	1,457	166	1970	1998
Pakwa	Pakwa I	Industrial	—	347	2,018	342	347	2,360	2,707	381	1979	1997
Pakwa	Pakwa II	Industrial	—	215	1,241	155	215	1,396	1,611	177	1979	1997
Pakwa	Pakwa III	Office	—	248	1,433	95	248	1,528	1,776	185	1979	1997
FAIRFIELD, OHIO
Faifield Business Center	Fairfield Bus. Ctr. D	Industrial	—	135	1,732	65	135	1,797	1,932	290	1990	1995
Faifield Business Center	Fairfield Bus. Ctr. E	Industrial	—	398	2,583	75	398	2,658	3,056	440	1990	1995
University Moving	University Moving	Industrial	—	248	1,760	24	248	1,784	2,032	297	1991	1995
FALLS TOWNSHIP, PENNSYLVANIA
Cabot Industrial Park	GM-Philadelphia	Industrial	—	6,781	23,233	—	6,781	23,233	30,014	—	2001	2001
FENTON, MISSOURI
Fenton Interstate Buildings	Fenton Interstate Building C	Industrial	—	519	1,967	20	519	1,987	2,506	143	1986	1999
Fenton Interstate Buildings	Fenton Interstate Building D	Industrial	—	1,286	5,144	41	1,286	5,185	6,471	400	1987	1999
Fenton Interstate Buildings	Fenton Industrial Bldg A	Industrial	—	603	2,609	—	603	2,609	3,212	159	1987	2000

65

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Fenton Interstate Buildings	Fenton Industrial Bldg B	Industrial	—	702	2,305	—	702	2,305	3,007	107	1986	2000
Southport	Southport I	Industrial	—	192	834	46	192	880	1,072	97	1977	1997
Southport	Southport II	Industrial	—	151	659	52	151	711	862	84	1978	1997
Southport	Southport Commerce Ctr	Industrial	—	233	1,016	165	233	1,181	1,414	158	1978	1997
FISHERS, INDIANA
Exit 5	Exit 5 Bldg I	Industrial	—	833	2,680	113	833	2,793	3,626	229	1999	1999
Exit 5	Exit 5 Bldg. II	Industrial	—	760	4,579	—	760	4,579	5,339	329	1999	2000
FLORENCE, KENTUCKY
Florence	Sofa Express — Florence	Retail	—	735	771	342	735	1,113	1,848	122	1997	1997
FRANKLIN, TENNESSEE
Aspen Grove Business Center	277 Mallory Station	Industrial	—	936	6,539	25	936	6,564	7,500	409	1996	1999
Aspen Grove Business Center	320 Premier Court	Industrial	—	1,151	6,521	303	1,151	6,824	7,975	430	1996	1999
Aspen Grove Business Center	305 Seaboard Lane	Industrial	—	970	6,318	584	970	6,902	7,872	804	1998	1999
Aspen Grove Business Center	416 Mary Lindsay Polk Dr	Industrial	—	943	5,288	657	943	5,945	6,888	419	1996	1999
Aspen Grove Business Center	318 Seaboard Lane Bldg 200	Industrial	—	240	1,385	523	240	1,908	2,148	223	1999	1999
Aspen Grove Business Center	341 Cool Springs Blvd	Office	—	950	7,429	1,468	950	8,897	9,847	633	1999	1999
Aspen Grove Business Center	318 Seaboard Lane Bldg 100	Industrial	—	301	1,684	742	301	2,426	2,727	323	1999	1999
Aspen Grove Business Center	Aspen Grove Flex Ctr III	Industrial	—	327	1,787	—	327	1,787	2,114	—	2001	2001
Aspen Grove Business Center	Aspen Grove Flex Ctr IV	Industrial	—	205	1,337	—	205	1,337	1,542	—	2001	2001
Brentwood South Bus. Center	119 Seaboard Lane	Industrial	—	569	2,435	22	569	2,457	3,026	151	1990	1999
Brentwood South Bus. Center	121 Seaboard Lane	Industrial	—	445	1,932	7	445	1,939	2,384	128	1990	1999
Brentwood South Bus. Center	123 Seaboard Lane	Industrial	—	489	1,243	408	489	1,651	2,140	111	1990	1999
FRIDLEY, MINNESOTA
River Road	River Road Business Ctr. S.	Industrial	3,600	1,083	6,346	433	1,112	6,750	7,862	614	1986	1999
University Center	University Center I&II	Industrial	—	220	1,258	370	226	1,622	1,848	189	1983	1999
FT. LAUDERDALE, FLORIDA
Sawgrass	Sawgrass — Building 1	Office	—	1,211	6,424	—	1,211	6,424	7,635	638	1999	2000
GLENWILLOW, OHIO
Emerald Valley	Emerald Valley Bldg I	Industrial	—	555	6,350	131	555	6,481	7,036	357	1999	1999
GOLDEN VALLEY, MINNESOTA
Edina Realty	Edina Realty	Office	—	330	1,862	186	349	2,029	2,378	180	1965	1998
Golden Hills	Golden Hills 1	Industrial	—	1,081	6,257	238	1,105	6,471	7,576	585	1996	1998
Golden Hills	Golden Hills 2	Industrial	—	1,741	4,282	388	1,742	4,669	6,411	731	1999	1999
Golden Hills	Golden Hills 3	Industrial	—	1,813	4,805	367	1,815	5,170	6,985	693	1999	1999
5075 Building	5075 Building	Office	—	506	2,911	319	539	3,197	3,736	305	1965	1998
Tyrol West	Tyrol West	Office	—	350	2,016	345	380	2,331	2,711	260	1968	1998
Sandburg Industrial Center	Sandburg Industrial Center	Industrial	—	451	2,616	379	451	2,995	3,446	304	1973	1997
GREENWOOD, INDIANA
South Park-Indiana	South Park Bldg 1	Office	—	287	2,556	239	292	2,790	3,082	543	1989	1993
South Park-Indiana	South Park Bldg 2	Industrial	—	334	3,395	737	341	4,125	4,466	1,057	1990	1993
South Park-Indiana	South Park Bldg 3	Office	1,002	208	2,360	396	212	2,752	2,964	651	1990	1993
South Park-Indiana	Brylane Parking Lot	Grounds	—	54	—	3	57	—	57	15	N/A	1994
GROVE CITY, OHIO
South Pointe	South Pointe Bldg D	Industrial	—	276	3,154	614	276	3,768	4,044	760	1997	1997
South Pointe	South Pointe Bldg E	Industrial	—	279	2,427	889	279	3,316	3,595	610	1997	1997
GROVEPORT, OHIO
6600 Port Road	6600 Port Road	Industrial	—	2,725	23,424	110	2,725	23,534	26,259	2,827	1995	1997
Groveport Commerce Ctr	Groveport Comm Ctr #2	Industrial	—	1,049	7,559	833	1,049	8,392	9,441	461	1999	1999
Groveport Commerce Ctr	Groveport Comm Ctr #3	Industrial	—	510	3,863	—	510	3,863	4,373	228	1999	2000
Groveport Commerce Ctr	Groveport Comm Ctr #4	Industrial	—	1,114	8,641	—	1,114	8,641	9,755	441	2000	2000

66

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Groveport Commerce Ctr	Groveport Commerce Ctr. #345	Industrial	—	1,045	7,318	—	1,045	7,318	8,363	199	2000	2000
HEBRON, KENTUCKY
KY, Southpark	Ky. Southpark Bldg 4	Industrial	—	779	3,360	110	779	3,470	4,249	658	1994	1994
KY, Southpark	CR Services	Industrial	—	1,085	4,189	1,147	1,085	5,336	6,421	987	1994	1994
HOPKINS, MINNESOTA
Cornerstone Business Center	Cornerstone Business Center	Industrial	6,164	1,469	8,422	191	1,543	8,539	10,082	896	1996	1997
Westside Business Park	Westside Business Park	Industrial	—	1,176	6,810	554	1,170	7,370	8,540	798	1987	1997
INDEPENDENCE, OHIO
6111 Oak Tree	Oak Tree Place	Office	—	703	4,637	417	703	5,054	5,757	671	1979	1997
Corporate Plaza	Corporate Plaza I	Office	8,113	2,116	14,182	592	2,116	14,774	16,890	2,345	1989	1996
Corporate Plaza	Corporate Plaza II	Office	7,163	1,841	12,322	749	1,841	13,071	14,912	2,053	1991	1996
Freedom Square	Freedom Square I	Office	—	595	3,975	330	595	4,305	4,900	728	1980	1996
Freedom Square	Freedom Square II	Office	6,854	1,746	11,702	821	1,746	12,523	14,269	2,058	1987	1996
Freedom Square	Freedom Square III	Office	—	701	6,497	425	701	6,922	7,623	1,606	1997	1997
Park Center	Park Center Bldg I	Office	—	2,193	13,848	—	2,193	13,848	16,041	2,137	1998	1998
Park Center	Park Center Bldg 2	Office	—	2,190	13,619	387	2,190	14,006	16,196	1,638	1999	1999
Park Center	Park Center Bldg 3	Office	—	2,190	12,714	—	2,190	12,714	14,904	670	2000	2000
INDIANAPOLIS, INDIANA
First Indiana Branch	First Indiana Branch	Retail	—	46	274	—	47	273	320	54	1988	1993
Franklin Road Business Park	Franklin Road Bus. Ctr.	Industrial	—	594	11,089	13	594	11,102	11,696	2,287	1962	1995
Hillsdale	Hillsdale Bldg 4	Industrial	—	366	5,087	215	366	5,302	5,668	1,107	1987	1993
Hillsdale	Hillsdale Bldg 5	Industrial	—	251	3,235	669	251	3,904	4,155	835	1987	1993
Hillsdale	Hillsdale Bldg 6	Industrial	—	315	4,320	47	315	4,367	4,682	879	1987	1993
KATC — North	3520 Commerce Crossing	Office	—	950	2,063	—	950	2,063	3,013	350	1976	1993
KATC — South	8465 Katc 2-story	Office	—	89	1,369	133	89	1,502	1,591	258	1983	1995
KATC — South	F.C. Tucker	Office	—	—	290	—	—	290	290	58	1978	1993
Keystone Crossing	8555 Katc 4-story	Office	—	—	5,999	540	—	6,539	6,539	927	1985	1997
Nampac Building	6061 Guion Rd	Industrial	—	274	1,782	124	274	1,906	2,180	327	1974	1995
4750 Kentucky Avenue	4750 Kentucky Avenue	Industrial	—	246	2,372	220	246	2,592	2,838	335	1974	1996
Software Artistry	Software Artistry	Office	—	856	7,661	116	856	7,777	8,633	1,090	1997	1998
4316 West Minnesota	4316 West Minnesota	Industrial	—	287	2,272	295	287	2,567	2,854	332	1970	1996
One North Capital	One North Capitol	Office	—	1,439	8,177	1,238	1,439	9,415	10,854	774	1980	1998
Park 100	6060 Guion Rd	Industrial	—	411	2,837	765	511	3,502	4,013	602	1968	1996
Park 100	Silver Burdett	Industrial	—	1,414	13,748	62	1,436	13,788	15,224	2,827	1994	1995
Park 100	Park 100 Bldg 98	Industrial	—	273	8,236	1,448	273	9,684	9,957	1,646	1968	1994
Park 100	Park 100 Bldg 100	Industrial	1,475	103	2,447	486	103	2,933	3,036	612	1995	1995
Park 100	Park 100 Bldg 107	Industrial	—	99	1,688	40	99	1,728	1,827	298	1984	1995
Park 100	Park 100 Bldg 109	Industrial	1,012	240	1,890	3	246	1,887	2,133	699	1985	1986
Park 100	Park 100 Bldg 116	Office	—	341	3,204	—	348	3,197	3,545	1,049	1988	1988
Park 100	Park 100 Bldg 118	Office	—	226	2,412	282	230	2,690	2,920	580	1988	1993
Park 100	Park 100 Bldg 119	Office	—	388	3,698	1,205	395	4,896	5,291	873	1989	1993
Park 100	Park 100 Bldg 121, Retail	Retail	—	592	1,074	66	604	1,128	1,732	224	1989	1993
Park 100	Park 100 Bldg 122	Industrial	—	284	3,733	337	290	4,064	4,354	898	1990	1993
Park 100	Park 100 Bldg 127	Industrial	—	96	1,920	298	96	2,218	2,314	464	1995	1995
Park 100	Park 100 Bldg 132	Office	—	446	1,217	456	446	1,673	2,119	399	1997	1997
Park 100	Norco Windows Parking Lot	Grounds	—	37	—	—	37	—	37	11	N/A	1999
Park 100	Ups Parking	Grounds	—	270	—	—	270	—	270	31	N/A	1997
Park 100	Norgate Ground Lease	Grounds	—	51	—	—	51	—	51	—	N/A	1995
Park 100	Zollman Ground Lease	Grounds	—	115	—	—	115	—	115	—	N/A	1994
Park 100	Becton Dickinson Lot	Grounds	—	—	—	13	13	—	13	1	N/A	1993
Park Fletcher	Park Fletcher Bldg 14	Industrial	—	76	740	1	76	741	817	116	1978	1996
Parkwood Crossing	One Parkwood	Office	—	1,018	10,153	286	1,028	10,429	11,457	1,675	1989	1995
Parkwood Crossing	Two Parkwood	Office	—	861	7,601	—	871	7,591	8,462	1,820	1996	1996
Parkwood Crossing	Three Parkwood	Office	—	1,377	9,701	—	1,387	9,691	11,078	1,659	1997	1997
Parkwood Crossing	Four Parkwood	Office	—	1,489	11,627	811	1,499	12,428	13,927	2,205	1998	1998
Parkwood Crossing	Five Parkwood	Office	—	1,485	13,548	543	1,528	14,048	15,576	1,559	1999	1999

67

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Parkwood Crossing	Six Parkwood	Office	—	1,960	15,415	—	1,960	15,415	17,375	859	2000	2000
Woodfield	Two Woodfield Crossing	Office	—	719	9,431	913	733	10,330	11,063	2,285	1987	1993
Woodfield	Three Woodfield Crossing	Office	—	3,767	21,142	2,593	3,843	23,659	27,502	5,017	1989	1993
Woodland Corporate Park	Woodland Corporate Park I	Office	—	290	4,550	602	320	5,122	5,442	823	1998	1998
Woodland Corporate Park	Woodland Corporate Park II	Office	—	271	3,582	733	297	4,289	4,586	384	1999	1999
Woodland Corporate Park	Woodland Corporate Park III	Office	—	1,227	4,400	—	1,227	4,400	5,627	312	1999	2000
Woodland Corporate Park	Woodland Corporate Park IV	Office	—	715	7,189	—	715	7,189	7,904	271	2000	2000
JACKSONVILLE, FLORIDA
7011 A.C. Skinner Pkwy	7011 A.C. Skinner Pkwy	Office	—	1,007	4,171	—	1,007	4,171	5,178	485	1999	1999
KENNESAW, GEORGIA
Northwest I75	1950 Vaughn Street	Industrial	2,713	—	4,593	—	—	4,593	4,593	664	1992	1999
Town Point	3391 Town Point Drive	Office	—	797	8,379	886	797	9,265	10,062	789	1999	1999
LAKE FOREST, ILLINOIS
Bradley Business Center	Ballard Drive Building	Industrial	—	186	1,738	89	186	1,827	2,013	185	1985	1998
Bradley Business Center	Laurel Drive Building	Industrial	—	98	913	52	98	965	1,063	92	1981	1998
Bradley Business Center	13825 W. Laurel Dr.	Industrial	—	750	1,859	630	750	2,489	3,239	200	1978	1999
Conway Park	One Conway Park	Office	—	1,901	18,311	1,100	1,901	19,411	21,312	2,043	1989	1998
LAKE MARY, FLORIDA
Northpoint	Northpoint Center I	Office	—	1,087	11,546	—	1,087	11,546	12,633	1,262	1998	1999
Northpoint	Northpoint Center II	Office	—	1,202	10,891	—	1,202	10,891	12,093	531	1999	2000
Northpoint	Northpoint III	Office	—	1,552	10,392	—	1,552	10,392	11,944	3	2001	2001
Technology Park	Technology Park I	Industrial	—	641	3,519	171	641	3,690	4,331	251	1986	1999
Technology Park	Technology Park II	Industrial	—	835	4,306	275	835	4,581	5,416	290	1998	1999
Technology Park	Technology Park III	Industrial	—	477	3,859	119	477	3,978	4,455	256	1998	1999
Technology Park	Technology Park IV	Industrial	—	669	2,885	281	669	3,166	3,835	200	1999	1999
Technology Park	Technology Park V	Industrial	—	547	2,861	243	547	3,104	3,651	193	1999	1999
LAKELAND, FLORIDA
Lakeland Interstate Park	Lakeland Interstate Park I	Industrial	—	864	3,854	—	864	3,854	4,718	30	2001	2001
LAWRENCEVILLE, GEORGIA
Hillside at Huntcrest	Huntcrest I	Office	—	1,193	9,906	—	1,193	9,906	11,099	156	2000	2001
Hillside at Huntcrest	Huntcrest II	Office	—	927	10,497	—	927	10,497	11,424	183	2000	2001
LEBANON, INDIANA
Lebanon Bus. Park	Lebanon Building 4	Industrial	—	305	9,612	28	305	9,640	9,945	982	1997	1997
Lebanon Bus. Park	Lebanon Building 9	Industrial	—	554	6,837	470	554	7,307	7,861	466	1999	1999
Lebanon Bus. Park	Pearson	Industrial	—	965	26,696	—	965	26,696	27,661	—	1997	1998
LEWIS CENTER, OHIO
Orange Point Commerce Park	Orange Point #73	Industrial	—	551	3,156	—	551	3,156	3,707	47	2001	2001
Orange Point Commerce Park	Orange Point 144	Industrial	—	886	4,527	—	886	4,527	5,413	61	2001	2001
MARIETTA, GEORGIA
Franklin Forest	805 Franklin Court	Industrial	—	313	1,932	53	313	1,985	2,298	137	1983	1999
Franklin Forest	810 Franklin Court	Industrial	—	255	1,653	53	255	1,706	1,961	112	1983	1999
Franklin Forest	811 Livingston Court	Industrial	—	193	1,424	252	193	1,676	1,869	107	1983	1999
Franklin Forest	825 Franklin Court	Industrial	—	358	558	1,164	358	1,722	2,080	140	1983	1999
Franklin Forest	830 Franklin Court	Industrial	—	133	757	63	133	820	953	81	1983	1999
Franklin Forest	835 Franklin Court	Industrial	—	393	633	996	393	1,629	2,022	136	1983	1999
Franklin Forest	840 Franklin Court	Industrial	—	242	890	1	242	891	1,133	55	1983	1999
Franklin Forest	821 Livingston Court	Industrial	—	145	973	11	145	984	1,129	62	1983	1999
Franklin Forest	841 Livingston Court	Industrial	—	275	2,729	—	275	2,729	3,004	169	1983	1999
Northwest Business Center	1335 Capital Circle	Industrial	—	416	2,112	86	416	2,198	2,614	139	1985	1999
Northwest Business Center	1337-41-51 Capital Circle	Industrial	—	558	5,364	237	558	5,601	6,159	395	1985	1999
Northwest Business Center	2260 Northwest Parkway	Industrial	—	320	1,826	450	320	2,276	2,596	154	1982	1999

68

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Northwest Business Center	2252 Northwest Parkway	Industrial	—	92	982	34	92	1,016	1,108	64	1982	1999
Northwest Business Center	2242 Northwest Parkway	Industrial	—	175	1,444	74	175	1,518	1,693	109	1982	1999
Northwest Business Center	2256 Northwest Parkway	Industrial	—	85	916	83	85	999	1,084	64	1982	1999
Northwest Business Center	2244 Northwest Parkway	Industrial	—	47	492	14	47	506	553	33	1982	1999
Northwest Business Center	2150 Northwest Parkway	Industrial	—	294	3,087	110	294	3,197	3,491	202	1982	1999
Northwest Business Center	2152 Northwest Parkway	Industrial	—	161	1,637	61	161	1,698	1,859	112	1982	1999
Northwest Business Center	2130 Northwest Parkway	Industrial	—	353	2,885	221	353	3,106	3,459	224	1982	1999
Northwest Business Center	2270 Northwest Parkway	Industrial	1,803	483	3,887	60	483	3,947	4,430	256	1988	1999
Northwest Business Center	2275 Northwest Parkway	Industrial	1,240	327	2,641	49	327	2,690	3,017	179	1988	1999
MARYLAND HEIGHTS, MISSOURI
Riverport Business Park	Riverport Tower	Office	—	3,549	30,083	845	3,549	30,928	34,477	3,451	1991	1997
Riverport Business Park	Riverport Distribution A	Industrial	—	242	2,223	104	242	2,327	2,569	248	1990	1997
Riverport Business Park	Express Scripts HQ	Office	—	2,285	12,358	155	2,285	12,513	14,798	1,844	1999	1999
Riverport Business Park	Riverport 1	Industrial	—	900	4,362	92	900	4,454	5,354	851	1999	1999
Riverport Business Park	Riverport 2	Industrial	—	1,238	6,997	—	1,238	6,997	8,235	849	2000	2000
Riverport Business Park	Riverport 3	Industrial	—	1,188	3,711	—	1,188	3,711	4,899	28	2001	2001
Riverport Distribution	Express Scripts Service Center	Industrial	—	1,197	8,716	172	1,197	8,888	10,085	987	1992	1997
West Port Center	Westport Center I	Industrial	—	1,707	6,196	793	1,707	6,989	8,696	1,396	1998	1998
West Port Center	Westport Center II	Industrial	—	915	2,854	246	914	3,101	4,015	672	1998	1998
West Port Center	Westport Center III	Industrial	—	1,207	2,963	442	1,206	3,406	4,612	403	1998	1999
MASON, OHIO
Deerfield Crossing	Deerfield Crossing Bldg 1	Office	—	1,493	14,260	495	1,493	14,755	16,248	1,775	1999	1999
Deerfield Crossing	Deerfield Crossing Bldg 2	Office	—	1,069	13,243	—	1,069	13,243	14,312	253	2001	2001
Governor’s Pointe	Governor’s Pointe 4770	Office	4,086	586	7,952	—	596	7,942	8,538	2,644	1986	1988
Governor’s Pointe	Governor’s Pointe 4700	Industrial	3,150	584	5,810	132	595	5,931	6,526	2,047	1987	1988
Governor’s Pointe	Governor’s Pointe 4900	Industrial	2,415	654	4,308	15	673	4,304	4,977	1,307	1987	1989
Governor’s Pointe	Governor’s Pointe 4705	Office	—	719	7,793	2,242	987	9,767	10,754	2,445	1988	1993
Governor’s Pointe	Governor’s Pointe 4605	Office	—	630	17,566	1,157	909	18,444	19,353	3,990	1990	1993
Governor’s Pointe	Governor’s Pointe 8990	Office	—	594	6,096	428	594	6,524	7,118	1,357	1997	1997
Governor’s Pointe	Governor’s Pointe 4660	Office	—	385	4,782	409	529	5,047	5,576	1,104	1997	1997
Governor’s Pointe	Governor’s Pointe 4680	Office	—	1,115	8,550	810	1,115	9,360	10,475	1,812	1998	1998
Governors Pointe Retail	Bigg’s Supercenter	Retail	—	2,107	9,942	24	4,227	7,846	12,073	1,573	1996	1996
Governors Pointe Retail	Lowes	Retail	—	3,750	6,477	137	3,750	6,614	10,364	1,166	1997	1997
MAYFIELD HEIGHTS, OHIO
Landerbrook Corporate Ctr	Landerbrook Corp. Center I	Office	—	1,807	10,775	421	1,808	11,195	13,003	2,164	1997	1997
Landerbrook Corporate Ctr	Landerbrook Corp. Center II	Office	—	1,382	10,063	1,003	1,382	11,066	12,448	1,359	1998	1998
Landerbrook Corporate Ctr	Landerbrook Corp. Center III	Office	—	1,528	8,505	—	1,528	8,505	10,033	59	2000	2001
MCDONOUGH, GEORGIA
Liberty Dist. Center	120 Declaration Drive	Industrial	—	615	8,582	—	615	8,582	9,197	532	1997	1999
Liberty Dist. Center	Liberty III	Industrial	—	2,273	13,582	—	2,273	13,582	15,855	147	2001	2001
MENDOTA HEIGHTS, MINNESOTA
Enterprise Industrial Center	Enterprise Industrial Center	Industrial	2,283	864	5,016	631	864	5,647	6,511	865	1979	1997
MIDDLETOWN, OHIO
Monroe Business Center	Monroe Business Center 2	Industrial	—	767	11,542	—	767	11,542	12,309	129	2000	2001
MILFORD, OHIO
Park 50	Park 50 Bldg 17	Office	—	500	5,473	133	510	5,596	6,106	2,181	1985	1986
Park 50	Park 50 Bldg 20	Industrial	3,625	461	7,144	—	469	7,136	7,605	2,848	1987	1988
Park 50	Park 50 Bldg 25	Industrial	—	1,161	4,128	988	1,184	5,093	6,277	1,401	1989	1993
MINNEAPOLIS, MINNESOTA
Broadway Business Center	Broadway Business Ctr III	Industrial	—	140	813	53	144	862	1,006	83	1983	1998
Broadway Business Center	Broadway Business Ctr IV	Industrial	—	194	1,142	194	200	1,330	1,530	152	1983	1998
Broadway Business Center	Broadway Business Ctr VI	Industrial	—	433	2,504	249	447	2,739	3,186	284	1983	1998

69

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Broadway Business Center	Broadway Business Ctr VII	Industrial	—	233	1,355	170	241	1,517	1,758	212	1983	1998
Minneapolis	Chilies Ground Lease	Grounds	—	921	—	69	990	—	990	1	N/A	1998
Minneapolis	Knox Land Lease	Grounds	—	1,067	—	—	1,067	—	1,067	—	N/A	1997
Minneapolis	Olive Garden Ground Lease	Grounds	—	921	—	—	921	—	921	—	N/A	1998
10801 Red Circle Drive	10801 Red Circle Dr.	Office	—	527	3,448	740	527	4,188	4,715	872	1977	1997
Encore Park	Encore Park	Industrial	—	947	5,649	297	974	5,919	6,893	668	1977	1997
MONROE, OHIO
Monroe Business Center	Monroe Business Center Bldg. 1	Industrial	—	660	5,403	238	660	5,641	6,301	457	1992	1999
MORRISVILLE, NORTH CAROLINA
Perimeter Park	507 Airport Blvd	Industrial	5,492	1,327	8,442	363	1,351	8,781	10,132	635	1993	1999
Perimeter Park	5151 McCrimmon Pkwy	Industrial	—	1,318	8,219	412	1,342	8,607	9,949	603	1995	1999
Perimeter Park	2600 Perimeter Park Dr	Industrial	—	975	5,392	143	991	5,519	6,510	344	1997	1999
Perimeter Park	5150 McCrimmon Pkwy	Industrial	—	1,739	12,249	136	1,773	12,351	14,124	753	1998	1999
Perimeter Park	2400 Perimeter Park Dr.	Office	—	760	6,305	203	778	6,490	7,268	424	1999	1999
Perimeter Park	3000 Perimeter Park Dr	Industrial	1,921	482	3,156	421	491	3,568	4,059	263	1989	1999
Perimeter Park	2900 Perimeter Park Dr	Industrial	1,510	235	2,340	563	241	2,897	3,138	216	1990	1999
Perimeter Park	2800 Perimeter Park Dr	Industrial	2,784	777	4,927	173	791	5,086	5,877	340	1992	1999
Perimeter Park	100 Perimeter Park Drive	Industrial	—	477	3,239	71	477	3,310	3,787	232	1987	1999
Perimeter Park	200 Perimeter Park Drive	Industrial	—	567	3,149	70	567	3,219	3,786	220	1987	1999
Perimeter Park	300 Perimeter Park Drive	Industrial	—	567	3,148	130	567	3,278	3,845	222	1986	1999
Perimeter Park	400 Perimeter Park Drive	Industrial	3,966	486	4,455	105	486	4,560	5,046	308	1983	1999
Perimeter Park	500 Perimeter Park Drive	Industrial	—	522	4,421	71	522	4,492	5,014	320	1985	1999
Perimeter Park	800 Perimeter Park Drive	Industrial	2,932	405	3,309	127	405	3,436	3,841	241	1984	1999
Perimeter Park	900 Perimeter Park Drive	Industrial	—	629	1,908	651	629	2,559	3,188	178	1982	1999
Perimeter Park	1000 Perimeter Park Drive	Industrial	—	405	3,259	115	405	3,374	3,779	239	1982	1999
Perimeter Park	1100 Perimeter Park Drive	Industrial	—	777	6,037	201	794	6,221	7,015	433	1990	1999
Perimeter Park	1400 Perimeter Park Drive	Office	—	666	4,603	53	679	4,643	5,322	286	1991	1999
Perimeter Park	1500 Perimeter Park Drive	Office	—	1,148	10,397	356	1,177	10,724	11,901	780	1996	1999
Perimeter Park	1600 Perimeter Park Drive	Office	6,402	1,463	10,134	286	1,492	10,391	11,883	670	1994	1999
Perimeter Park	1800 Perimeter Park Drive	Office	3,637	907	5,751	58	923	5,793	6,716	355	1994	1999
Perimeter Park	2000 Perimeter Park Drive	Office	—	788	8,210	76	810	8,264	9,074	513	1997	1999
Perimeter Park	1700 Perimeter Center West	Office	—	1,230	10,780	42	1,260	10,792	12,052	683	1997	1999
Perimeter Park	3900 N. Paramount Parkway	Office	—	540	13,296	110	574	13,372	13,946	839	1998	1999
Perimeter Park	3900 S.Paramount Pkwy	Office	—	1,575	12,398	648	1,612	13,009	14,621	1,015	2000	1999
Perimeter Park	5200 East Paramount	Office	—	1,748	17,667	242	1,797	17,860	19,657	1,405	1999	1999
Perimeter Park	3500 Paramount Pkwy	Office	—	755	12,894	—	755	12,894	13,649	630	1999	2000
Perimeter Park	2700 Perimeter Park	Industrial	—	662	2,848	—	662	2,848	3,510	18	2001	2001
Perimeter Park	5200 West Paramount	Office	—	1,831	12,899	—	1,831	12,899	14,730	—	2000	2001
Research Triangle Ind. Ctr	409 Airport Blvd Bldg A	Industrial	871	296	1,286	—	300	1,282	1,582	84	1983	1999
Research Triangle Ind. Ctr	409 Airport Blvd Bldg B	Industrial	536	175	769	12	177	779	956	51	1986	1999
Research Triangle Ind. Ctr	409 Airport Blvd bldg C	Industrial	1,812	185	2,849	198	193	3,039	3,232	254	1982	1999
Woodlake Center	100 Innovation Avenue	Industrial	—	633	4,003	261	633	4,264	4,897	307	1994	1999
Woodlake Center	101 Innovation Ave	Industrial	—	615	4,095	98	615	4,193	4,808	267	1997	1999
Woodlake Center	200 Innovation Drive	Industrial	—	357	4,521	—	357	4,521	4,878	491	1999	1999
Woodlake Center	501 Innovation Ave.	Industrial	—	640	7,029	67	640	7,096	7,736	794	1999	1999
NASHVILLE, TENNESSEE
Airpark Business Center	1420 Donelson Pike	Industrial	579	1,331	5,401	368	1,357	5,743	7,100	360	1985	1999
Airpark Business Center	1410 Donelson Pike	Industrial	685	1,411	6,898	115	1,411	7,013	8,424	443	1986	1999
Airpark Business Center	1400 Donelson Pike	Industrial	539	1,276	5,042	270	1,276	5,312	6,588	367	1996	1999
Airpark Business Center	400 Airpark Center	Industrial	1,957	419	2,182	8	419	2,190	2,609	139	1989	1999
Airpark Business Center	500 Airpark Center Dr.	Industrial	3,151	923	2,456	850	923	3,306	4,229	252	1988	1999
Airpark Business Center	600 Airport Center Dr.	Industrial	3,038	729	3,331	13	729	3,344	4,073	207	1990	1999
Airpark Business Center	700 Airpark Center Dr.	Industrial	2,934	801	2,840	283	801	3,123	3,924	199	1992	1999
Airpark Business Center	800 Airpark Center Dr.	Industrial	2,558	924	4,010	221	924	4,231	5,155	296	1995	1999
Airpark Business Center	900 Airpark Center Dr.	Industrial	2,161	798	3,414	194	798	3,608	4,406	210	1995	1999
Airpark Business Center	1000 Airpark Center Dr.	Industrial	—	1,300	9,624	18	1,300	9,642	10,942	599	1997	1999
Airpark Business Center	5270 Harding Place	Industrial	1,201	535	2,494	8	535	2,502	3,037	155	1996	1999

70

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Airpark Business Center	1415 Donelson Pike	Industrial	4,030	1,308	8,799	56	1,308	8,855	10,163	532	1996	1999
Airpark Business Center	1413 Donelson Pike	Industrial	1,302	549	2,743	—	549	2,743	3,292	170	1996	1999
Airpark Business Center	5233 Harding Place	Industrial	—	628	3,108	—	628	3,108	3,736	300	1998	1999
Cumberland Business Center	Cumberland Business Center I	Industrial	—	1,461	6,938	—	1,461	6,938	8,399	692	1999	1999
Four-Forty Business Center	700 Melrose Avenue	Industrial	3,596	938	6,464	—	938	6,464	7,402	399	1997	1999
Four-Forty Business Center	684 Melrose Avenue	Industrial	—	1,812	7,583	191	1,812	7,774	9,586	555	1998	1999
Four-Forty Business Center	782 Melrose Avenue	Industrial	—	1,522	5,750	205	1,522	5,955	7,477	373	1997	1999
Four-Forty Business Center	784 Melrose Avenue	Industrial	—	471	3,321	257	471	3,578	4,049	310	1999	1999
Greenbriar	Greenbriar Business Park	Industrial	—	1,445	5,085	573	1,445	5,658	7,103	1,067	1986	1994
Haywood Oaks	Haywood Oaks Bldg 2	Industrial	—	395	1,928	62	395	1,990	2,385	405	1988	1993
Haywood Oaks	Haywood Oaks Bldg 3	Industrial	—	346	1,741	356	346	2,097	2,443	398	1988	1993
Haywood Oaks	Haywood Oaks Bldg 4	Industrial	—	435	2,083	279	435	2,362	2,797	567	1988	1993
Haywood Oaks	Haywood Oaks Bldg 5	Industrial	—	629	3,041	149	629	3,190	3,819	704	1988	1993
Haywood Oaks	Haywood Oaks Bldg 6	Industrial	—	924	6,323	527	946	6,828	7,774	1,406	1989	1993
Haywood Oaks	Haywood Oaks Bldg 7	Industrial	—	456	1,844	247	456	2,091	2,547	376	1995	1995
Haywood Oaks	Haywood Oaks Bldg 8	Industrial	—	617	3,481	741	751	4,088	4,839	1,224	1997	1997
Haywood Oaks East	Haywood Oaks East	Industrial	—	969	5,837	—	969	5,837	6,806	388	2000	2000
Lakeview Place	Three Lakeview	Office	—	2,126	13,853	926	2,126	14,779	16,905	1,011	1999	1999
Lakeview Place	One Lakeview Place	Office	—	2,046	11,807	608	2,063	12,398	14,461	1,071	1986	1998
Lakeview Place	Two Lakeview Place	Office	—	2,046	11,838	827	2,046	12,665	14,711	1,069	1988	1998
Metro Center	545 Mainstream Dr.	Office	2,697	847	6,310	136	847	6,446	7,293	440	1983	1999
Metro Center	566 Mainstream Dr.	Industrial	—	454	3,927	209	454	4,136	4,590	321	1982	1999
Metro Center	621 Mainstream Dr.	Industrial	—	428	2,860	16	428	2,876	3,304	178	1984	1999
Metro Center	Riverview Business Center I	Industrial	—	497	2,830	—	497	2,830	3,327	158	2000	2000
Metro Center	Riverview Business Center II	Industrial	—	685	2,435	—	685	2,435	3,120	16	2001	2001
Metropolitan Airport Center	Metro Airport Center Bldg 1	Industrial	—	1,180	4,776	98	1,190	4,864	6,054	665	1999	1999
Metropolitan Airport Center	Metro Airport Bus Ctr C	Industrial	—	1,053	4,925	—	1,053	4,925	5,978	9	2001	2001
Nashville Business Center	3300 Briley Park Blvd.	Industrial	—	936	7,138	2	936	7,140	8,076	892	1997	1999
Royal Parkway Center	2515 Perimeter Parkway	Industrial	—	731	4,753	192	734	4,942	5,676	307	1990	1999
Royal Parkway Center	500 Royal Parkway	Industrial	—	599	4,636	—	603	4,632	5,235	288	1990	1999
NEW ALBANY, OHIO
New Albany	Novus Services, Inc.	Office	—	9,000	46,150	—	9,000	46,150	55,150	1,945	1999	2000
New Albany	6525 Campus Oval	Office	—	881	5,469	—	881	5,469	6,350	—	1999	2001
NEW HOPE, MINNESOTA
Bass Lake Business Building	Bass Lake Business Bldg	Industrial	931	298	1,715	68	298	1,783	2,081	194	1981	1997
NORCROSS, GEORGIA
Gwinnett Park	1750 Beaver Ruin	Industrial	—	640	6,793	17	640	6,810	7,450	424	1997	1999
Gwinnett Park	4258 Communications Drive	Industrial	—	29	2,388	—	29	2,388	2,417	152	1981	1999
Gwinnett Park	4261 Communications Drive	Industrial	—	254	1,916	99	254	2,015	2,269	122	1981	1999
Gwinnett Park	4291 Communications Drive	Industrial	—	4	1,467	—	16	1,455	1,471	92	1981	1999
Gwinnett Park	1826 Doan Way	Industrial	—	51	3,065	66	51	3,131	3,182	201	1984	1999
Gwinnett Park	1857 Doan Way	Industrial	—	23	397	44	56	408	464	31	1970	1999
Gwinnett Park	1650 International Blvd	Industrial	—	69	2,211	27	69	2,238	2,307	138	1984	1999
Gwinnett Park	4245 International Blvd	Industrial	—	192	10,848	1	192	10,849	11,041	673	1985	1999
Gwinnett Park	4250 International Blvd	Industrial	—	193	3,042	23	216	3,042	3,258	192	1986	1999
Gwinnett Park	4295 International Blvd	Industrial	—	58	2,330	45	58	2,375	2,433	157	1984	1999
Gwinnett Park	4320 International Blvd	Industrial	—	44	2,058	37	44	2,095	2,139	129	1984	1999
Gwinnett Park	4350 International Blvd	Industrial	—	78	3,061	225	78	3,286	3,364	206	1982	1999
Gwinnett Park	4355 International Blvd	Industrial	—	233	2,969	180	233	3,149	3,382	203	1983	1999
Gwinnett Park	4405A International Blvd	Industrial	—	97	2,680	86	97	2,766	2,863	175	1984	1999
Gwinnett Park	4405B International Blvd	Industrial	—	118	3,900	143	118	4,043	4,161	302	1984	1999
Gwinnett Park	4405C International Blvd	Industrial	—	21	800	43	21	843	864	51	1984	1999
Gwinnett Park	1828 Meca Way	Industrial	—	16	2,621	109	16	2,730	2,746	227	1975	1999
Gwinnett Park	1858 Meca Way	Industrial	—	20	1,828	170	27	1,991	2,018	132	1975	1999
Gwinnett Park	4316 Park Drive	Industrial	—	262	1,420	273	262	1,693	1,955	119	1980	1999
Gwinnett Park	4357 Park Drive	Industrial	—	12	2,251	219	12	2,470	2,482	173	1979	1999
Gwinnett Park	4366 Park Drive	Office	—	6	205	292	22	481	503	32	1981	1999

71

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Gwinnett Park	4386 Park Drive	Industrial	—	17	986	411	17	1,397	1,414	105	1973	1999
Gwinnett Park	4436 Park Drive	Industrial	—	18	2,279	27	18	2,306	2,324	141	1968	1999
Gwinnett Park	4437 Park Drive	Industrial	—	21	2,644	108	21	2,752	2,773	171	1978	1999
Gwinnett Park	4467 Park Drive	Industrial	—	6	1,630	48	6	1,678	1,684	112	1978	1999
Gwinnett Park	4487 Park Drive	Industrial	—	6	3,407	342	6	3,749	3,755	248	1978	1999
Gwinnett Park	1835 Shackleford Court	Office	—	29	6,309	152	29	6,461	6,490	439	1990	1999
Gwinnett Park	1854 Shackleford Road	Office	—	52	10,387	590	52	10,977	11,029	756	1985	1999
Gwinnett Park	4274 Shackleford Road	Industrial	—	27	3,626	120	27	3,746	3,773	233	1974	1999
Gwinnett Park	4275 Shackleford Court	Office	477	8	2,125	243	12	2,364	2,376	151	1985	1999
Gwinnett Park	4344 Shackleford Road	Industrial	—	286	2,221	166	286	2,387	2,673	192	1975	1999
Gwinnett Park	4355 Shackleford Road	Industrial	—	7	6,856	63	70	6,856	6,926	425	1972	1999
Gwinnett Park	4364 Shackleford Road	Industrial	—	9	982	—	9	982	991	61	1973	1999
Gwinnett Park	4366 Shackleford Road	Industrial	—	20	2,567	314	26	2,875	2,901	213	1981	1999
Gwinnett Park	4388 Shackelford Road	Industrial	—	33	4,002	192	43	4,184	4,227	259	1981	1999
Gwinnett Park	4400 Shackleford Road	Industrial	—	14	1,567	—	18	1,563	1,581	98	1981	1999
Gwinnett Park	4444 Shackleford Road	Industrial	—	31	2,632	327	31	2,959	2,990	240	1979	1999
Gwinnett Pavilion	1505 Pavillion Place	Industrial	—	448	3,996	414	448	4,410	4,858	441	1988	1999
Gwinnett Pavilion	3883 Steve Reynolds Blvd.	Industrial	—	612	4,928	4	612	4,932	5,544	305	1990	1999
Gwinnett Pavilion	3890 Steve Reynolds Blvd	Industrial	—	519	3,028	—	519	3,028	3,547	190	1991	1999
Gwinnett Pavilion	3950 Steve Reynolds Blvd.	Industrial	—	684	2,825	3	684	2,828	3,512	175	1992	1999
Northeast I85	6525-27 Jimmy Carter Blvd	Industrial	—	509	4,233	203	509	4,436	4,945	303	1983	1999
Northeast I85	5755 Peachtree Industrial Blvd	Office	—	800	3,652	231	800	3,883	4,683	240	1997	1999
Northeast I85	5765 Peachtree Industrial Blvd	Industrial	—	521	4,674	—	521	4,674	5,195	290	1997	1999
Northeast I85	5775 Peachtree Industrial Blvd	Industrial	—	521	4,695	42	521	4,737	5,258	298	1997	1999
Northwoods	2915 Courtyards Drive	Industrial	—	268	1,961	44	268	2,005	2,273	143	1986	1999
Northwoods	2925 Courtyards Drive	Industrial	—	333	3,235	—	333	3,235	3,568	200	1986	1999
Northwoods	2975 Courtyards Drive	Industrial	—	144	1,264	94	144	1,358	1,502	88	1986	1999
Northwoods	2995 Courtyards Drive	Industrial	—	109	892	—	109	892	1,001	55	1986	1999
Northwoods	2725 Northwoods Pkwy	Industrial	—	440	2,568	539	440	3,107	3,547	209	1984	1999
Northwoods	2755 Northwoods Pkwy	Industrial	—	249	2,880	37	249	2,917	3,166	181	1986	1999
Northwoods	2775 Northwoods Pkwy	Industrial	—	322	2,425	—	322	2,425	2,747	150	1986	1999
Northwoods	2850 Colonnades Court	Industrial	—	562	5,280	—	562	5,280	5,842	327	1988	1999
Northwoods	3040 Northwoods Pkwy	Industrial	—	298	1,801	155	298	1,956	2,254	140	1984	1999
Northwoods	3044 Northwoods Circle	Industrial	—	167	718	34	167	752	919	47	1984	1999
Northwoods	3055 Northwoods Pkwy	Industrial	—	213	1,556	90	213	1,646	1,859	115	1985	1999
Northwoods	3075 Northwoods Pkwy	Industrial	—	374	2,865	185	374	3,050	3,424	251	1985	1999
Northwoods	3100 Northwoods Pkwy	Industrial	—	393	2,543	6	393	2,549	2,942	158	1985	1999
Northwoods	3155 Northwoods Pkwy	Industrial	—	331	2,504	—	331	2,504	2,835	155	1985	1999
Northwoods	3175 Northwoods Pkwy	Industrial	—	250	2,071	6	250	2,077	2,327	128	1985	1999
Peachtree Corners Tech Center	3170 Reps Miller Road	Industrial	—	500	3,662	18	500	3,680	4,180	228	1998	1999
Peachtree Corners Tech Center	3180 Reps Miller Road	Industrial	—	500	2,943	38	500	2,981	3,481	186	1998	1999
Peachtree Corners Tech Center	3190 Reps Miller Road	Industrial	—	525	2,363	222	525	2,585	3,110	176	1998	1999
NORTH OLMSTED, OHIO
Great Northern Corp Center	Great Northern Corp Center I	Office	—	1,048	7,088	513	1,040	7,609	8,649	1,129	1985	1996
Great Northern Corp Center	Great Northern Corp Center II	Office	—	1,048	7,169	1,180	1,048	8,349	9,397	1,589	1987	1996
Great Northern Corp Center	Great Northern Corp Center III	Office	—	604	5,642	863	604	6,505	7,109	882	1999	1999
OLIVETTE, MISSOURI
I-170 Center	I-170 Center	Industrial	—	950	4,151	577	1,018	4,660	5,678	696	1986	1996
Warson Commerce Center	Warson Commerce Center	Industrial	—	749	5,372	340	749	5,712	6,461	582	1987	1998
ORLANDO, FLORIDA
Business Centre at Lee Vista	Lee Vista Distribution Ctr I	Industrial	—	819	4,545	450	819	4,995	5,814	767	1998	1999
Business Centre at Lee Vista	Lee Vista Distribution Ctr II	Industrial	—	740	3,887	—	740	3,887	4,627	282	1999	2000
Business Centre at Lee Vista	Lee Vista Service Center I	Industrial	—	926	2,344	—	926	2,344	3,270	17	2000	2001
Parksouth Dist. Center	Parksouth Dist. Ctr-Bldg B	Industrial	—	565	4,893	—	565	4,893	5,458	303	1996	1999
Parksouth Dist. Center	Parksouth Dist. Ctr-Bldg A	Industrial	—	493	4,545	—	493	4,545	5,038	289	1997	1999
Parksouth Dist. Center	Parksouth Dist. Ctr-Bldg D	Industrial	—	593	4,131	—	593	4,131	4,724	273	1998	1999
Parksouth Dist. Center	Parksouth Dist. Ctr-Bldg E	Industrial	—	649	4,654	—	649	4,654	5,303	311	1997	1999

72

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Parksouth Dist. Center	Parksouth Dist. Ctr-Bldg F	Industrial	—	1,030	5,525	688	1,030	6,213	7,243	489	1999	1999
Parksouth Dist. Center	Parksouth Dist. Ctr-Bldg H	Industrial	—	725	3,575	—	725	3,575	4,300	116	2000	2000
Parksouth Dist. Center	Chase BTS-Orlando	Industrial	—	598	2,046	—	598	2,046	2,644	18	2000	2001
PEPPER PIKE, OHIO
Corporate Circle	Corporate Circle	Office	—	1,696	11,368	1,368	1,698	12,734	14,432	1,718	1983	1996
PLAINFIELD, INDIANA
Plainfield Business Park	Plainfield Building 1	Industrial	6,332	1,104	11,103	—	1,104	11,103	12,207	500	2000	2000
Plainfield Business Park	Plainfield Building 2	Industrial	—	1,387	9,688	—	1,387	9,688	11,075	564	2000	2000
PLANO, TEXAS
Legacy Business Park	Metasolv Building Phase I	Office	—	1,527	5,831	707	1,527	6,538	8,065	437	1997	1999
Legacy Business Park	Metasolv Building Phase II	Office	—	1,181	11,182	65	1,181	11,247	12,428	743	1999	1999
PLYMOUTH, MINNESOTA
Medicine Lake	Medicine Lake Indus. Center	Industrial	3,902	1,158	6,645	283	1,145	6,941	8,086	718	1970	1997
Plymouth Office/Tech Center	Plymouth Office/Tech Center	Industrial	—	428	2,430	299	431	2,726	3,157	285	1986	1998
Plymouth Service Center	Plymouth Service Center	Industrial	—	345	1,971	720	351	2,685	3,036	304	1978	1999
Westpoint Buildings	Westpoint Business Ctr	Office	—	98	569	225	114	778	892	128	1978	1999
Westpoint Buildings	Westpoint Bldg B&C	Industrial	—	370	2,115	362	370	2,477	2,847	233	1978	1999
Westpoint Buildings	Westpoint Bldg D&E	Industrial	—	362	2,071	542	362	2,613	2,975	303	1978	1999
RALEIGH, NORTH CAROLINA
Brook Forest	Brook Forest I	Office	—	935	5,227	—	935	5,227	6,162	208	2000	2000
Crabtree Overlook	Crabtree Overlook	Office	—	2,164	17,367	—	2,164	17,367	19,531	194	2000	2001
Interchange Plaza	5520 Capital Ctr Dr.	Office	2,736	842	3,796	535	842	4,331	5,173	294	1993	1999
Interchange Plaza	801 Jones Franklin Road	Office	5,311	1,351	7,778	30	1,351	7,808	9,159	489	1995	1999
Spring Forest Business Center	3200 Spring Forest Road	Industrial	—	561	5,240	108	561	5,348	5,909	353	1986	1999
Spring Forest Business Center	3100 Spring Forest Road	Industrial	—	616	4,220	102	616	4,322	4,938	284	1992	1999
Walnut Creek	Walnut Creek Business Park #1	Industrial	—	419	2,351	—	419	2,351	2,770	15	2001	2001
Walnut Creek	Walnut Creek Business Park #2	Industrial	—	456	3,069	—	456	3,069	3,525	26	2001	2001
Walnut Creek	Walnut Creek Business Park #3	Industrial	—	679	3,801	—	679	3,801	4,480	—	2001	2001
ROANOKE, TEXAS
Alliance Gateway North	General Motors at Alliance	Industrial	—	3,338	16,101	—	3,338	16,101	19,439	—	2001	2001
ROSWELL, GEORGIA
Hembree Crest	11545 Wills Road	Industrial	—	1,225	6,461	147	1,225	6,608	7,833	401	1998	1999
Hembree Park	105 Hembree Park Drive	Industrial	—	288	1,791	312	288	2,103	2,391	141	1988	1999
Hembree Park	150 Hembree Park Drive	Industrial	—	824	3,751	63	824	3,814	4,638	267	1985	1999
Hembree Park	200 Hembree Park Drive	Industrial	—	160	2,059	110	160	2,169	2,329	142	1985	1999
Hembree Park	645 Hembree Parkway	Industrial	—	248	2,620	296	248	2,916	3,164	201	1986	1999
Hembree Park	655 Hembree Parkway	Industrial	—	248	2,755	29	248	2,784	3,032	175	1986	1999
Hembree Park	250 Hembree Park Drive	Industrial	—	686	5,255	—	686	5,255	5,941	329	1996	1999
Hembree Park	660 Hembree Park Drive	Industrial	—	785	5,070	185	785	5,255	6,040	319	1998	1999
Hembree Park	245 Hembree Park Drive	Industrial	—	616	6,375	575	616	6,950	7,566	643	1999	1999
Mansell Commons	993 Mansell Road	Industrial	—	136	1,285	—	136	1,285	1,421	79	1987	1999
Mansell Commons	995 Mansell Road	Industrial	—	80	915	47	80	962	1,042	77	1987	1999
Mansell Commons	997 Mansell Road	Industrial	—	72	664	99	72	763	835	68	1987	1999
Mansell Commons	999 Mansell Road	Industrial	—	104	960	—	104	960	1,064	63	1987	1999
Mansell Commons	1003 Mansell Road	Industrial	—	136	1,362	120	136	1,482	1,618	101	1987	1999
Mansell Commons	1005 Mansell Road	Industrial	—	72	946	4	72	950	1,022	60	1987	1999
Mansell Commons	1007 Mansell Road	Industrial	—	168	2,129	80	168	2,209	2,377	146	1987	1999
Mansell Commons	1009 Mansell Road	Industrial	—	264	2,539	252	264	2,791	3,055	182	1986	1999
Mansell Commons	1011 Mansell Road	Industrial	—	256	2,655	352	256	3,007	3,263	196	1984	1999
North Meadow	1100 Northmeadow Parkway	Industrial	—	552	3,955	227	552	4,182	4,734	273	1989	1999
North Meadow	1150 Northmeadow Parkway	Industrial	—	464	3,230	143	464	3,373	3,837	222	1988	1999
North Meadow	1125 Northmeadow Parkway	Industrial	—	320	3,638	309	320	3,947	4,267	330	1987	1999
North Meadow	1175 Northmeadow Parkway	Industrial	—	328	3,409	541	328	3,950	4,278	300	1987	1999

73

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
North Meadow	1250 Northmeadow Parkway	Industrial	—	312	4,359	300	312	4,659	4,971	335	1989	1999
North Meadow	1225 Northmeadow Parkway	Industrial	—	336	3,518	192	336	3,710	4,046	236	1989	1999
North Meadow	1325 Northmeadow Parkway	Industrial	—	472	6,432	307	472	6,739	7,211	504	1990	1999
North Meadow	1335 Northmeadow Parkway	Industrial	—	946	8,174	30	946	8,204	9,150	507	1996	1999
North Meadow	11390 Old Roswell Road	Industrial	—	530	3,597	—	530	3,597	4,127	227	1997	1999
North Meadow	1400 Hembree Road	Industrial	—	545	3,258	—	545	3,258	3,803	208	1998	1999
North Meadow	1357 Hembree Road	Office	—	471	4,534	417	471	4,951	5,422	919	1999	1999
North Meadow	Northmeadow BD IV	Industrial	—	694	5,671	—	694	5,671	6,365	323	1999	1999
North Meadow	Northmeadow Service Ctr V	Industrial	—	705	3,237	—	705	3,237	3,942	207	1999	1999
North Meadow	Northmeadow BD VI	Industrial	—	423	3,025	—	423	3,025	3,448	170	2000	2000
Northbrook	Northbrook Business Dist II	Industrial	—	267	2,211	—	267	2,211	2,478	72	2000	2000
Other North Central Prop.	10745 Westside Parkway	Office	—	925	7,177	323	925	7,500	8,425	474	1995	1999
SEVEN HILLS, OHIO
Rock Run	Rock Run — North	Office	3,228	837	5,609	298	837	5,907	6,744	910	1984	1996
Rock Run	Rock Run — Center	Office	4,344	1,046	6,967	987	1,046	7,954	9,000	1,450	1985	1996
Rock Run	Rock Run — South	Office	3,364	877	5,888	290	877	6,178	7,055	949	1986	1996
SHARONVILLE, OHIO
Enterprise Park	Enterprise Bldg 1	Industrial	—	1,030	5,997	380	1,051	6,356	7,407	1,386	1990	1993
Enterprise Park	Enterprise Bldg 2	Industrial	—	733	3,864	704	747	4,554	5,301	1,097	1990	1993
Enterprise Park	Enterprise Bldg A	Industrial	—	119	728	74	119	802	921	140	1987	1995
Enterprise Park	Enterprise Bldg B	Industrial	—	119	1,227	67	119	1,294	1,413	234	1988	1995
Enterprise Park	Enterprise Bldg D	Industrial	—	243	1,967	451	243	2,418	2,661	702	1989	1995
Mosteller Dist. Center	Mosteller Distribution Ctr I	Industrial	—	1,327	6,280	1,000	1,327	7,280	8,607	1,939	1957	1996
Mosteller Dist. Center	Mosteller Distribution Ctr II	Industrial	—	828	4,726	1,068	828	5,794	6,622	1,038	1997	1997
Perimeter Park	Perimeter Park Bldg A	Industrial	—	229	1,343	175	229	1,518	1,747	202	1991	1996
Perimeter Park	Perimeter Park Bldg B	Industrial	—	244	1,063	134	244	1,197	1,441	186	1991	1996
SOLON, OHIO
Fountain Parkway	Fountain Parkway Bldg 2	Industrial	—	1,138	8,661	38	1,138	8,699	9,837	707	1998	1999
Fountain Parkway	Fountain Parkway Bldg 1	Industrial	—	527	2,889	41	527	2,930	3,457	300	1997	1998
Solon	30600 Carter	Industrial	—	819	3,388	302	821	3,688	4,509	408	1971	1997
Solon	6230 Cochran	Industrial	—	600	2,482	693	602	3,173	3,775	472	1977	1997
Solon	5821 Harper	Industrial	—	554	2,285	269	555	2,553	3,108	344	1970	1997
Solon	6161 Cochran	Industrial	—	395	1,624	226	396	1,849	2,245	225	1978	1997
Solon	5901 Harper	Industrial	—	349	1,441	163	350	1,603	1,953	178	1970	1997
Solon	29125 Solon	Industrial	—	504	2,072	417	505	2,488	2,993	238	1980	1997
Solon	6661 Cochran	Industrial	—	244	1,012	98	245	1,109	1,354	128	1979	1997
Solon	6521 Davis	Industrial	—	128	529	42	128	571	699	62	1979	1997
Solon	30301 Carter Street	Industrial	—	650	5,205	225	650	5,430	6,080	724	1972	1999
ST. LOUIS PARK, MINNESOTA
Cedar Lake Business Center	Cedar Lake Business Center	Industrial	—	332	1,920	95	332	2,015	2,347	228	1976	1997
Minneapolis-West	1600 Tower	Office	—	2,321	31,776	—	2,321	31,776	34,097	1,432	2000	2000
North Plaza	North Plaza	Office	—	374	1,662	205	374	1,867	2,241	202	1966	1998
South Plaza	South Plaza	Office	—	397	2,306	65	397	2,371	2,768	210	1966	1998
Travelers Express Tower	Travelers Express Tower	Office	—	3,039	35,964	533	3,091	36,445	39,536	2,379	1987	1999
Novartis	Novartis Warehouse	Industrial	—	2,005	10,914	443	2,005	11,357	13,362	1,025	1960	1998
SW Submkt-Minneapolis West BC	5219 Building	Office	—	99	574	43	102	614	716	55	1965	1998
ST. LOUIS, MISSOURI
Craig Park Center	Craig Park Center	Industrial	—	254	2,291	199	254	2,490	2,744	215	1984	1998
Earth City	3300 Pointe 70	Office	4,183	1,186	7,526	323	1,186	7,849	9,035	952	1989	1997
Laumeier Office Park	Laumeier I	Office	—	1,384	9,992	418	1,384	10,410	11,794	2,075	1987	1995
Laumeier Office Park	Laumeier II	Office	—	1,421	9,971	577	1,421	10,548	11,969	2,029	1988	1995
Laumeier Office Park	Laumeier IV	Office	—	1,029	7,368	468	1,029	7,836	8,865	719	1987	1998
Maryville Center	500-510 Maryville Centre	Office	—	3,402	24,719	386	3,402	25,105	28,507	2,758	1984	1997
Maryville Center	530 Maryville Centre	Office	7,493	2,219	15,683	1,026	2,219	16,709	18,928	1,919	1990	1997
Maryville Center	550 Maryville Centre	Office	9,858	1,996	12,501	12	1,996	12,513	14,509	1,322	1988	1997

74

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)	Gross Book Value 12/31/01			Accumulated Depreciation (2)	Year Cons- tructed	Year Acquired
				Land	Buil- dings		Land/ Land Imp	Bldgs/ TI	Total
Maryville Center	635-645 Maryville Centre	Office	11,556	3,048	18,371	438	3,048	18,809	21,857	2,301	1987	1997
Maryville Center	655 Maryville Centre	Office	8,120	1,860	13,213	15	1,860	13,228	15,088	1,393	1994	1997
Maryville Center	540 Maryville Centre	Office	—	2,219	14,870	—	2,219	14,870	17,089	1,730	1990	1997
Maryville Center	520 Maryville Centre	Office	—	2,404	15,923	81	2,404	16,004	18,408	1,937	1998	1999
Maryville Center	700 Maryville Centre	Office	—	4,556	28,444	—	4,556	28,444	33,000	1,742	1999	2000
Maryville Center	533 Maryville Centre	Office	—	3,230	21,008	—	3,230	21,008	24,238	525	2000	2000
Maryville Center	555 Maryville Centre	Office	—	—	11,971	—	—	11,971	11,971	—	2000	2001
Maryville Center	Maryville Center Grounds	Grounds	—	3,226	—	—	3,226	—	3,226	22	N/A	1999
St. Louis Business Center	St. Louis Business Center A	Industrial	—	194	1,749	293	194	2,042	2,236	183	1987	1998
St. Louis Business Center	St. Louis Business Center B	Industrial	—	250	2,255	1,092	250	3,347	3,597	406	1986	1998
St. Louis Business Center	St. Louis Business Center C	Industrial	—	166	1,498	384	166	1,882	2,048	204	1986	1998
St. Louis Business Center	St. Louis Business Center D	Industrial	—	168	1,518	383	168	1,901	2,069	213	1987	1998
West Port Center	Westport Center IV	Industrial	—	1,440	5,490	—	1,440	5,490	6,930	435	2000	2000
West Port Center	Westport Center V	Industrial	—	493	1,577	—	493	1,577	2,070	136	1999	2000
West Port Center	Westport Place	Office	—	1,990	7,773	—	1,990	7,773	9,763	828	1999	2000
Westmark	Westmark	Office	—	1,497	10,777	1,775	1,488	12,561	14,049	2,231	1987	1995
Westview Place	Westview Place	Office	—	669	9,276	1,320	669	10,596	11,265	2,042	1988	1995
ST. PAUL, MINNESOTA
University Crossing	University Crossing	Industrial	—	874	5,013	733	911	5,709	6,620	556	1990	1998
ST. PETERS, MISSOURI
Horizon Business Ctr	Horizon Business Center	Industrial	—	344	2,470	127	344	2,597	2,941	251	1985	1998
STRONGSVILLE, OHIO
Dymet	Dyment	Industrial	—	816	5,337	39	816	5,376	6,192	620	1988	1997
Johnson Controlls	Johnson Controls	Industrial	—	364	2,389	75	364	2,464	2,828	285	1972	1997
Park 82	Park 82 Bldg 2	Industrial	—	322	2,873	606	294	3,507	3,801	481	1998	1998
Park 82	Park 82 Bldg 1	Industrial	—	243	1,955	281	215	2,264	2,479	289	1998	1998
Park 82	Park 82 Bldg 3	Industrial	—	298	2,650	342	272	3,018	3,290	233	1999	1999
Park 82	Park 82 Bldg 4	Industrial	—	360	5,432	—	360	5,432	5,792	254	2000	2000
Park 82	Park 82 Bldg 5	Industrial	—	351	4,390	—	351	4,390	4,741	53	2000	2000
Srague Rd. Industrial	Mohawk Dr. Bldg. 1	Industrial	—	564	4,447	—	564	4,447	5,011	113	2000	2000
SUNRISE, FLORIDA
Sawgrass	Sawgrass Commerce Ctr Phase II	Office	—	1,143	3,674	—	1,143	3,674	4,817	108	2000	2001
SUWANEE, GEORGIA
North Central Prop.	7250 McGinnis Ferry Road	Industrial	—	498	4,795	—	498	4,795	5,293	267	1996	1999
TAMPA, FLORIDA
Fairfield Distribution Center	Fairfield Distribution Ctr I	Industrial	—	483	2,671	3	487	2,670	3,157	168	1998	1999
Fairfield Distribution Center	Fairfield Distribution Ctr II	Industrial	—	530	4,990	11	534	4,997	5,531	311	1998	1999
Fairfield Distribution Center	Fairfield Distribution Ctr III	Industrial	—	334	2,771	39	338	2,806	3,144	171	1999	1999
Fairfield Distribution Center	Fairfield Distribution Ctr IV	Industrial	—	600	2,521	878	604	3,395	3,999	348	1999	1999
Fairfield Distribution Center	Fairfield Distribution Ctr V	Industrial	—	488	2,863	—	488	2,863	3,351	91	2000	2000
Fairfield Distribution Center	Fairfield Distribution Ctr VI	Industrial	—	555	4,174	—	555	4,174	4,729	31	2001	2001
Fairfield Distribution Center	Fairfield Distribution Ctr VII	Industrial	—	394	2,571	—	394	2,571	2,965	16	2001	2001
Highland Oaks	Highland Oaks I	Office	—	1,525	14,176	369	1,525	14,545	16,070	1,324	1999	1999
Highland Oaks	Highland Oaks II	Office	—	1,605	10,168	—	1,605	10,168	11,773	400	1999	2000
TWINSBURG, OHIO
Enterprise Parkway	Enterprise Parkway #1	Industrial	—	198	1,573	193	198	1,766	1,964	160	1974	1998
Enterprise Parkway	Enterprise Parkway Bldg 2	Industrial	—	610	7,345	—	610	7,345	7,955	348	2000	2000
WEST CHESTER, OHIO
World Park Union Centre	World Park at Union Ctr 12	Industrial	—	306	3,081	—	306	3,081	3,387	148	2000	2000
WESTERVILLE, OHIO
Westerville Executive Campus	Liebert	Office	—	755	4,475	890	755	5,365	6,120	839	1999	1999

75

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capita- lized Subse- quent to Acquisition (1)		Gross Book Value 12/31/01						Accumulated Depreciation (2)		Year Cons- tructed	Year Acquired
				Land	Buil- dings			Land/ Land Imp		Bldgs/ TI		Total
WESTMONT, ILLINOIS
Oakmont Corporate Center	Oakmont Tech Center	Industrial	—	1,501	8,650	125		1,501		8,775		10,276		685		1989	1998
Oakmont Corporate Center	Oakmont Circle Office	Office	—	3,177	14,124	664		3,177		14,788		17,965		1,250		1990	1998
WOODLAWN, OHIO
Glenwood Crossing	Glenwood Crossing	Retail	—	3,651	1,361	—		3,651		1,361		5,012		127		1999	2000
	McDonalds Ground Lease	Grounds	—	480	—	—		480		—		480		—		N/A	2000
	Eliminations			—	—	(34,903	)	(399	)	(34,505	)	(34,903	)	(6,730	)
	MV Construction Loan Payable		27,590
			318,484	576,985	3,916,831	159,037		583,909		4,068,944		4,652,853		425,721

(1) Costs capitalized subsequent to acquisition include decreases for purchase price reduction payments received

and land sales or takedowns.

(2) Depreciation of real estate is computed using the straight-line method over 40 years for buildings, 15 years for land

improvements and shorter periods based on lease terms (generally 3 to 10 years) for tenant improvements.

	Real Estate Assets									Accumulated Depreciation
	2001			2000			1999			2001			2000			1999
Balance at beginning of year	$	4,570,563		$	4,726,906		$	2,403,779		$	338,426		$	254,574		$	179,887
Acquisitions	13,927			6,104			162,876			—			—			—
Merger with Weeks Corporation	—						1,659,578
Construction costs and tenant improvements	467,285			603,194			549,568			—			—			—
Depreciation expense	—			—			—			138,723			143,800			99,350
Acquisition of minority interest	4,259			1,317			49,472			—			—			—
	5,056,034			5,337,521			4,825,273			477,149			398,374			279,237
Deductions during year:
Cost of real estate sold or contributed	(386,495		)	(745,554		)	(86,664		)	(39,542		)	(39,085		)	(12,960		)
Impairment Allowance	(4,800		)	(541		)	—			—			—			—
Write-off of fully amortized assets	(11,886		)	(20,863		)	(11,703		)	(11,886		)	(20,863		)	(11,703		)
Balance at end of year	$	4,652,853		$	4,570,563		$	4,726,906		$	425,721		$	338,426		$	254,574

76

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		DUKE REALTY CORPORATION
March  26,	, 2001		By:				/s/  Thomas L. Hefner
				Thomas L. Hefner
				Chairman of the Board,
				President and Chief Executive Officer
			By:				/s/ Darell E. Zink, Jr.
				Darell E. Zink, Jr.
				Executive Vice President and
					Chief Financial Officer
						(Principal Financial Officer)
			By:					/s/ Dennis D. Oklak
				Dennis D. Oklak
				Executive Vice President and
					Chief Administrative Officer
						(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Date	Title
/s/ Thomas L. Hefner *	3/26/01	Chairman of the Board,
Thomas L. Hefner		President and
		Chief Executive
		Officer and Director
/s/ Darell E. Zink, Jr. *	3/26/01	Executive Vice President and Chief
Darell E. Zink, Jr.		Financial Officer and Director
/s/ Dennis D. Oklak *	3/26/01	Executive Vice President and
Dennis D. Oklak		Chief Administrative Officer

77

/s/ Barrington H. Branch*	3/26/01	Director
Barrington H. Branch
/s/ Geoffrey Button *	3/26/01	Director
Geoffrey Button
/s/ William Cavanaugh, III*	3/26/01	Director
William Cavanaugh, III
/s/ Ngaire E. Cuneo *	3/26/01	Director
Ngaire E. Cuneo
/s/ Charles R. Eitel*	3/26/01	Director
Charles R. Eitel
/s/ Howard L. Feinsand *	3/26/01	Director
Howard L. Feinsand
/s/ L. Ben Lytle *	3/26/01	Director
L. Ben Lytle
/s/ William O. McCoy *	3/26/01	Director
William O. McCoy
/s/ John W. Nelley, Jr. *	3/26/01	Director
John W. Nelley, Jr.
/s/ James E. Rogers *	3/26/01	Director
James E. Rogers

* By Dennis D. Oklak, Attorney-in-Fact     s/  Dennis D. Oklak

78

EX-3.3

EXHIBIT 3.3

AMENDMENT TO THE

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

DUKE-WEEKS REALTY CORPORATION

The above corporation (hereinafter referred to as the “Corporation”), existing pursuant to the Indiana Business Corporation Law, as amended, (the “Act”), desiring to give notice of corporate action effectuating an amendment to its Second Amended and Restated Articles of Incorporation, sets forth the following facts:

ARTICLE I

Section I:  The date of incorporation of the Corporation is March 12, 1992.

Section II:  The name of the Corporation following this amendment is Duke Realty Corporation.

Section III:  Article I of the Second Amended and Restated Articles of Incorporation of the Corporation is amended to read as follows:

ARTICLE I

Identification

Section 1.01.  Name. The name of the Corporation is Duke Realty Corporation.

ARTICLE II

The Amendment to the Second Amended and restated Articles of Incorporation was approved by the Board of Directors of the Corporation at a meeting of the Board of Directors held on February 28, 1999, and the Amendment to the Second Amended and Restated Articles of Incorporation was submitted to the Shareholders of the Corporation for approval in the same instrument.

The proposed Amendment to the Second Amended and Restated Articles of Incorporation was approved by the Shareholders of the Corporation at a meeting of the Shareholders held on June 18, 1999.

The manner of the adoption of the Amendment of the Second Amended and Restated Articles of Incorporation and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Second Amended and Restated Articles of Incorporation and the Second Amended and Restated By-Laws of the Corporation.

The amendment shall become effective on July 1, 2001, at 12:01 a.m.

Executed this 26th day of June, 2001.

EX-3.5

EXHIBIT 3.5

RESOLUTIONS OF THE BOARD OF DIRECTORS

AMENDING THE BY-LAWS AND RATIFYING

NAME CHANGE ACTIONS

RESOLVED, That Section 1.01 of the Second Amended and Restated By-Laws (the “By-Laws”) of Duke Realty Corporation (the “Corporation”) is amended to read as follows:

Section 1.01. Name. The name of the corporation is Duke Realty Corporation

(hereinafter refereed to as the “Corporation”).

FURTHER RESOLVED, That Section 2.01(e) of the By-Laws is amended to read as follows:

(e)           Corporation: “Corporation” shall mean Duke Realty Corporation.

FURTHER RESOLVED, That the reference to the name of the Corporation in the title of the By-Laws and any other reference to the name of the Corporation in the By-Laws is amended to read “Duke Realty Corporation.”

FURTHER RESOLVED, That the actions of the officers and employees of the Corporation in (i) implementing Section 1.01 of the Corporation’s Second Amended and Restated Articles of Incorporation to formally change the Corporation’s name in the records of various federal, state and local governmental organizations, (ii) making a corresponding change to the name of Duke Realty Limited Partnership and (iii) amending other documents and taking other actions associated with such changes are ratified and approved in all respects.

EX-10.3

EXHIBIT 10.3

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF

DUKE-WEEKS REALTY LIMITED PARTNERSHIP

The undersigned, as the General Partner of Duke-Weeks Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 9.05(a)(i) and (iv) of the Partnership Agreement, as follows:

1.             Section 1.01 of the Partnership Agreement is amended to read as follows:

Section 1.01.          Name.     The name of the Partnership is Duke Realty Limited Partnership.

2.             The definition of “General Partner” in Section 1.04 of the Partnership Agreement is amended to read as follows:

“General Partner” means Duke Realty Corporation, an Indiana corporation.

3.             All other references in the Partnership Agreement to “Duke-Weeks Realty Limited Partnership” are amended to “Duke Realty Limited Partnership,” and all other references to “Duke-Weeks Realty Corporation” are amended to “Duke Realty Corporation.”

In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby.  Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

EX-10.4

EXHIBIT 10.4

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF

DUKE REALTY LIMITED PARTNERSHIP

The undersigned, as the General Partner of Duke Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”) pursuant to Section 9.05(a) of the Partnership Agreement as follows:

1.     Amendment of Section 4.12.  Subsection (b) of Section 4.12 of the Partnership Agreement is amended to read as follows:

(b)   If the General Partner repurchases or redeems REIT Shares from the holders thereof in accordance with its Articles of Incorporation as now or hereafter amended and Indiana law, then (i) the General Partner shall cause the Partnership to distribute to the General Partner an amount equal to the amount paid by the General Partner to the holders to redeem or repurchase such REIT Shares and (ii) the number of Units held by the General Partner shall be decreased by the number of REIT Shares so repurchased or redeemed divided by the Redemption Ratio.

2.     Other Provisions.  In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby.  Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

EX-10.5

EXHIBIT 10.5

FOURTH AMENDMENT TO

SECOND AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF

DUKE REALTY LIMITED PARTNERSHIP

The undersigned, as the General Partner of Duke Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Section 9.05(b) of the Partnership Agreement as follows:

1.             Amendment of Section 7.01(d).  Subsection 7.01(d) of the Partnership Agreement is amended to read as follows:

(d)           Simultaneously with any transfer of Units described in Section 7.01(c), the General Partner shall amend this Agreement as necessary, in order to effect such transfer of Units and the admission of the New Limited Partner or substituted New General Partner, as the case may be. The General Partner shall execute and deliver such amended Agreement and will be bound by and agree to perform and comply with all the provisions imposing obligations or limitations on the General Partner (in its capacity as a General Partner, Limited Partner, or REIT, as the case may be) and will guarantee to the Limited Partners (and not to any Person that it is not a party to the Agreement) the due and punctual performance by the New Limited Partner or the New General Partner, as the case may be, of all of the New Limited Partner’s or New General Partner’s obligations thereunder.

2.             Amendment of Exhibit A.  Exhibit A to the Partnership Agreement is amended with respect to the General Partner’s ownership interest to reflect a change in the number of units held by the General Partner to 1,484,380 units, and the admission of Duke Acquisition, Inc. as a New Limited Partner holding 129,932,554 units.

3.             Amendment of Exhibit C.  Exhibit C to the Partnership Agreement is amended by deleting Exhibit C in its entirety and substituting therefor the attached Exhibit C.

4.             Other Provisions.  In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby.  Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

EXHIBIT C

NOTICE OF REDEMPTION RIGHT EXERCISE

Date:  _________________, 200_

As of the date written above, the undersigned limited partner hereby irrevocably (i) elects to exercise the redemption right with respect to an aggregate of _______ limited partnership units (“Units”) in Duke Realty Limited Partnership (“DRLP”) in accordance with Section 7.07 of the Second Amended and Restated Agreement of Limited Partnership of DRLP (the “Partnership Agreement”), (ii) surrenders such Units and all right, title and interest as further amended therein to Duke Realty Corporation (the “Corporation”), and (iii) directs that the shares of Duke Realty Corporation (“REIT Shares”) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and that such REIT Shares be registered in the name(s) and at the address(es) specified below.  The undersigned limited partner acknowledges that the Corporation will purchase the Units in accordance with Section 7.07(b) of the Partnership Agreement, that the purchase is a taxable transaction, and that the undersigned has considered the tax ramifications of the redemption after consultation with a tax advisor.

The undersigned limited partner acknowledges that DRLP is required to pay to certain States, on behalf of such limited partner, income tax payments with respect to State taxable income allocable to the limited partner. DRLP has estimated

the amount of the required State tax payments and withheld such amounts from distributions periodically paid to the limited partner.  Within 30 days of filing the applicable tax return with such State, DRLP agrees to pay to the limited partner any amounts withheld from the distributions in excess of the required tax payments. To the extent the required tax payments by DRLP to the States are more than the amounts withheld from the distributions, the undersigned limited partner agrees to reimburse DRLP for such excess tax payments. The undersigned agrees to pay DRLP such reimbursement within 30 days of a written request by DRLP. Any such request shall be accompanied by documentation of the actual amount of the tax withholdings and the required State tax payments.

Issue REIT Shares as a physical Certificate to:	Deliver REIT Shares via the DWAC System to:
___________________________	___________________________
Name	Brokerage
___________________________	___________________________
Street Address	DTC Contact Name

2

EX-10.7

EXHIBIT 10.7

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP

OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

This First Amendment (the “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership is made as of this 23rd day of July, 1998, by and among Duke Services, Inc., an Indiana corporation (the “General Partner”), Duke Realty Limited Partnership, an Indiana limited partnership (“Duke Realty”), DMI Partnership, an Indiana general partnership (“DMI”), and Duke Realty Investments, Inc., an Indiana corporation (“DRE”), and amends the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership, dated as of September 30, 1994 (the “Partnership Agreement”), by and among the General Partner, Duke Realty, DMI and DRE.  Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement.

R E C I T A L S

A.            Pursuant to Section 7.03 of the Partnership Agreement, DMI has an option (the “DMI Option”) to cause DRE to acquire the entire Partnership Interest of DMI in exchange for shares of stock of DRE or, in certain circumstances, cash; and

B.            The parties hereto wish to amend the DMI Option to permit DMI to cause DRE, in the event of a dissolution or change of control of Duke Realty, to acquire the entire Partnership Interest of DMI in exchange for shares of stock of DRE or, in certain circumstances, cash; and

C.            In consideration for such amendment of the DMI Option, DMI, Duke Realty and DRE are entering into that certain Voting Rights Agreement, dated the date hereof, pursuant to which DMI and certain persons affiliated with DMI will grant to DRE the right to exercise all voting power with respect to their partnership interests in Duke Realty.

A G R E E M E N T

NOW, THEREFORE, pursuant to Section 9.05(b) of the Partnership Agreement and in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

1.             Amendments.

a.             Section 1.04           Section 1.04 of the Partnership Agreement is hereby amended by adding the following definition thereto:

“Change of Control” shall mean any sale of all or substantially all of the assets of DRE or Duke Realty, any transaction involving the merger or consolidation of DRE or Duke Realty with or into any other entity, or the issuance or sale, in one transaction or in a series of related transactions, of shares of stock, partnership interests or other equity interests representing more than 50% of the voting power with respect to DRE or Duke Realty.”

b.             Section 7.03.  Section 7.03 of the Partnership Agreement is hereby amended by deleting clause (d) thereof in its entirety and replacing it with the following:

“(d)         Upon any (i) dissolution of Duke Realty following which Duke Realty is liquidated rather than continued in business by its partners, or (ii) Change of Control, DMI shall have an option (the “DMI Option”) to

cause DRE to acquire, and upon exercise of the DMI Option DRE shall acquire, the entire Partnership Interest of DMI at a price equal to and payable in a number of shares of DRE common stock determined by multiplying (i) 416,667 Duke Realty Units, adjusted as provided in subsection (b), times (ii) the “Exchange Ratio” then in effect pursuant to Section 7.07 of the Agreement of Limited Partnership of Duke Realty, as amended.  The DMI Option shall be exercised by delivery by DMI of a notice of exercise to DRE specifying the number of shares of DRE common stock comprising the Put Price and a date not less than ten (10) days from the date of delivery of the notice to DRE upon which the closing of the option exercise is to occur.  Upon closing of the DMI Option, DMI shall be released from all obligations and liabilities respecting the Partnership or any assets or obligations of the Partnership and shall be indemnified by DRE for all such obligations and liabilities to the same extent as described in Section 3.10.  Following exercise of the DMI Option, payment of the Put Price to DMI, release of DMI from obligations and liabilities as described in this subsection and execution by DRE of an indemnification agreement as described in this subsection, DMI shall be deemed to have withdrawn as a Partner.”

2.             No Other Amendments.  Except as expressly otherwise amended herein, the Partnership Agreement is in all respects ratified and confirmed and shall remain in full force and effect in accordance with its terms.

3.             Governing Law.  This Amendment will be governed by, and construed under, the laws of the State of Indiana, without regard to principles of conflicts of laws.

4.             Counterparts.  This Amendment may be executed in counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.

2

EX-10.8

EXHIBIT 10.8

AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP

OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

Duke Services, Inc., an Indiana corporation, Duke Realty Limited Partnership, an Indiana limited partnership, and Duke Management, Inc., an Indiana corporation, as the partners of Duke Realty Services Limited Partnership (the “Partnership”) hereby amend the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”) pursuant to Section 9.05 of the Partnership Agreement and agree as follows:

1. Substitution of Partner.  Duke Management, Inc. is hereby substituted for DMI Partnership as a limited partner in the Partnership, and all references to DMI Partnership in the Partnership Agreement are hereby amended to refer to Duke Management, Inc.  Specifically and not by way of limitation, Section 7.03 of the Partnership Agreement is amended to provide that the option granted therein by DMI Partnership to Duke Realty Investments, Inc. is hereby granted by Duke Management, Inc., and the option granted to DMI Partnership in Section 7.03(d) is hereby granted to Duke Management, Inc., in each case subject to the applicable conditions and provisions of Section 7.03.

2. Other Provisions.  In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby.  Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

EX-10.9

EXHIBIT 10.9

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

This Third Amendment (“Amendment”) to the Partnership Agreement (as defined herein) of Duke Realty Services Limited Partnership, an Indiana limited partnership (“Partnership”), is made by and between Duke Services, Inc., an Indiana corporation (“DSI”), Duke Realty Limited Partnership, an Indiana limited partnership (“DRLP”), Duke Realty Corporation, formerly known as Duke Realty Investments, Inc., an Indiana corporation (“DRE”), and Duke Management, Inc., an Indiana corporation (“DMI”), effective as of January 1, 2002 (“Effective Date”).

RECITALS

WHEREAS, DSI is presently the sole General Partner of the Partnership;

WHEREAS, All of the capital stock of DSI is owned solely by DRE;

WHEREAS, On the Effective Date, the directors and sole shareholder of DSI adopted a Plan of Complete Liquidation and Voluntary Dissolution of Duke Services, Inc. (“Plan of Liquidation”); and

WHEREAS, The parties hereto desire to amend the Partnership Agreement to permit (i) DSI to transfer and assign its entire Partnership Interest in the Partnership to DRE as a liquidating distribution under the Plan of Liquidation, and (ii) the substitution of DRE for DSI as the sole General Partner of the Partnership.

NOW, THEREFORE, pursuant to Section 9.05 of the Partnership Agreement and in consideration of the mutual promises, representations, warranties, covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1) - DEFINITIONS

Section a).             Defined Terms.

For purposes of this Amendment, “Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership, dated as of September 30, 1994, as amended by the First Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership dated July 23, 1998, and the Amendment to Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership dated March 31, 1999.  All other capitalized terms used but not defined herein shall the respective meanings ascribed to such terms in the Partnership Agreement.

ARTICLE 2) - AMENDMENTS

Section a).             Assignment of Partnership Interest.

Subject to the terms and conditions of this Amendment, DSI shall assign and transfer its entire Partnership Interest in the Partnership to DRE as a liquidating distribution as of the Effective Date.

Section b).             Assumption of Obligations.

By execution of this Amendment, DRE agrees to (i) be fully bound by the terms and conditions of the Partnership Agreement, (ii) accept the responsibilities of a general partner under the Partnership Agreement, and (iii) assume the obligations of DSI as the general partner in the Partnership to the extent and as provided in Section 2.03 of the Partnership Agreement.

Section c).             Amended Definitions.

The following defined terms in Section 1.04 of the Partnership Agreement are hereby amended to read as follows:

“DRE” means Duke Realty Corporation, formerly known as Duke Realty Investments, Inc., an Indiana corporation.

“General Partner” means Duke Realty Corporation, an Indiana corporation.

Section d).             Special Partner Approval.

Each party to this Amendment hereby consents to the assignment by DSI of its entire Partnership Interest to DRE, and to the substitution of DRE as the sole general partner in the Partnership.  The parties each expressly acknowledge and agree this consent shall constitute Special Partner Approval as required by Section 7.01 of the Partnership Agreement.

ARTICLE 3) - GENERAL PROVISIONS

Section a).             No Other Amendments.

Except as expressly otherwise amended herein, the Partnership Agreement is in all respects ratified and confirmed and shall remain in full force and effect in accordance with its terms.

Section b).             Counterparts.

This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section c).             Subsequent Performance.

The parties hereto each agree to execute and deliver such subsequent or supplemental documents as may be reasonably necessary to consummate any of the transactions contemplated by this Amendment.

Section d).             Governing Law.

This Amendment shall be governed by and construed in accordance with the laws of the State of Indiana.

2

EX-10.12

EXHIBIT 10.12

AMENDMENT ONE TO

DUKE REALTY SERVICES LIMITED PARTNERSHIP

1993 STOCK OPTION PLAN

WHEREAS, Duke Realty Services Limited Partnership (“Partnership”) maintains the Duke Realty Services Limited Partnership 1993 Stock Option Plan (“Plan”), which became effective as of July 29, 1993; and

WHEREAS, pursuant to the provisions of Section 12 of the Plan, the Board of Directors of Duke Services, Inc. retained the right to amend, suspend or terminate the Plan or any portion thereof at any time; and

WHEREAS, by corporate resolutions, Duke Services, Inc. has approved and adopted this Amendment One to the Plan, effective as of September 30, 1995, contingent upon the approval and adoption of a new stock option plan for officers and key employees of Duke Realty Investments, Inc. by the Board of Directors and shareholders thereof;

NOW, THEREFORE, Duke Realty Services, Inc. hereby amends the Plan as follows:

1.             New Section 13 of the Plan, regarding the discontinuance of the grant of options thereunder, is hereby added to the Plan to read as follows:

“13.         Discontinuance of Grant of Options.  No options shall be granted under the Plan, effective as of September 30, 1995.  All options granted under the Plan prior to such date, which lapse or otherwise terminate, will not be made available for reissuance under the Plan.”

2.             New Section 14 of the Plan, regarding termination of the Plan, is hereby added to the Plan to read as follows:

“14.         Termination of Plan.  The Plan is terminated effective as of September 30, 1995, subject to the approval and adoption of a new stock option plan for officers and key employees of Duke Realty Investments, Inc. by the board of directors and shareholders thereof.  All options, and their related stock option agreements, which were granted prior to September 30, 1995 shall remain in full force and effect pursuant to their terms.”

The Plan shall remain the same in all other respects except as provided by Amendment One above.

IN WITNESS WHEREOF, Duke Services, Inc., by its officers thereunder duly authorized, adopts on behalf of Duke Realty Services Limited Partnership this Amendment One this 26(th) day of October,1995, but effective as of September 30, 1995.

EX-10.13

EXHIBIT 10.13

AMENDMENT TWO TO

DUKE REALTY SERVICES LIMITED PARTNERSHIP

1993 STOCK OPTION PLAN

WHEREAS, Duke Realty Services Limited Partnership (“Partnership”) maintains the Duke Realty Services Limited Partnership 1 993 Stock Option Plan (“Plan”), which became effective as of July 29, 1993; and

WHEREAS, pursuant to the provisions of Section 12 of the Plan, the Board of Directors of Duke Services, Inc. retained the right to amend, suspend or terminate the Plan or any portion thereof at any time; and

WHEREAS, by corporate resolutions, Duke Services, Inc. has approved and adopted this Amendment Two to the Plan, effective as of the dates specified herein;

NOW, THEREFORE, Duke Realty Services, Inc. hereby amends the Plan as follows:

1.             Section 3 of the Plan, regarding the shares which may be made the subject of Awards, is hereby amended, effective as of January 1, 1997, to read as follows:

“3. Shares Subject to Plan. The maximum number of shares of Stock which may be made the subject of Awards under the Plan is One Million Three Hundred Fifteen Thousand (1,315,000). The REIT shall issue directly to the grantee all shares of Stock the Company is required to deliver pursuant to an Award. Such shares may be newly-issued shares, treasury shares or shares acquired by the REIT specifically for this purpose. The Company, on behalf of the grantee, will make payment to the REIT for the stock in an amount equal to the exercise price of the shares. In the case of shares which the Company is required to deliver pursuant to the exercise of an Option, such obligation will first he satisfied from shares of Stock transferred by the grantee to the Company in payment of the exercise price, which Stock shall be valued for this purpose (but not necessarily for purposes of payment of the exercise price by the grantee to the Company) at its Market Value on the date as of which the new shares are issued.”

2.             The first sentence of Section 3 of the Plan, regarding the shares which may be made the subject of Awards, is hereby amended, effective as of August 25, 1997, to read as follows:

“The maximum number of shares of Stock which may be made the subject of Awards under the Plan is Two Million Six Hundred Thirty Thousand (2,630,000).”

3.             Section 7 of the Plan, regarding the terms and conditions relating to Options granted under the Plan, is hereby amended, effective as of July 29, 1993, by adding a subsection (g) to the end thereof to read as follows:

“(g) In its discretion, the Committee may permit the limited transferability of Options granted under the Plan.’

4.             Section 8 of the Plan, regarding the transfer limitations applicable to options granted under the Plan, is hereby amended, effective as of July 29, 1993, to read as follows:

“8.         Transfer Limitations.

(a)            No Option shall be transferable, except by the grantee’s will or the laws of descent and distribution. During the grantee’s lifetime, his Option shall be exercisable (to the extent exercisable) only by him. The Option, and any rights and privileges pertaining thereto, shall not be transferred, assigned, pledged or hypothecated by the grantee in any way, whether by operation of law or otherwise and shall not be subject to execution, attachment, or similar process.

(b)            Notwithstanding the provisions of subsection (a), the Committee may, in its sole discretion, permit the transfer of Options granted under the Plan by a grantee to: (i) the spouse, child or grandchildren of the grantee (“Immediate Family Members”); (ii) a trust or trusts for the exclusive benefit of Immediate Family Members; or (iii) a partnership or limited liability company in which the grantee andlor the Immediate Family Members are the only equity owners, (collectively, “Eligible Transferees”). Provided that, in the event the Committee permits the transferability of Options granted to the grantee, the Committee may subsequently, in its discretion, restrict the ability of the grantee to transfer the Options granted to the grantee thereafter. An Option that is transferred to an Immediate Family Member shall not be transferable by such Immediate Family Member, except for any transfer by such Immediate Family Member’s will or by the laws of descent and distribution upon the death of such Immediate Family Member.

(c)            In the event that the Committee, in its sole discretion, permits the transfer of Options by a grantee to an Eligible Transferee under this Section 8, the Options transferred to the Eligible Transferee must be exercised by such Eligible Transferee and, in the event of the death of such Eligible Transferee, by such Eligible Transferee’s executor or administrator only in the same manner, to the same extent and under the same circumstances (including, without limitation, the time period within which the Options must be exercised) as the grantee or, in the event of the grantee’s death, the executor or administrator of the grantee’s estate, could have exercised such Options. The grantee, or in the event of grantee’s death, the grantee’s estate, shall remain liable for all federal, state, city and local taxes applicable upon the exercise of an Option by an Eligible Transferee.’

5.             Section 9 of the Plan, regarding the exercise of awards of Options under the Plan, is hereby amended, effective as of July 29, 1993, to read as follows:

“9.Exercise of A wards.

(a)           Full payment for Stock purchased hereunder shall be made at the time the Option is exercised. Payment may be made by delivering to the Company (a) cash; (b) at the discretion of the Committee, whole shares of Stock (“Delivered Stock”) which (i) has been owned by the grantee for more than six (6) months and has been paid for, within the meaning of SEC Rule 144 (and, if such Stock was purchased from the Company by use of a promissory note, such note has been frilly paid with respect to such Stock), or (ii) was obtained by the grantee in the public market or otherwise than through the exercise of an Option or under any other stock option plan involving Stock; (c) at the discretion of the Committee, a combination of cash and Delivered Stock; or (d) provided that a public market for the Stock exists, (i) through a “same day sale” commitment from the grantee and a broker-dealer that is a member of the National Association of Securities Dealers (“NASD Dealer”) whereby the grantee irrevocably elects to exercise the Option and to sell a portion of the Stock so purchased in order to pay the Option price, and whereby the NASD Dealer irrevocably commits upon receipt of such stock to forward the Option price directly to the Company; or (ii) through a “margin” commitment from the grantee and an NASD Dealer whereby the grantee irrevocably elects to exercise the Option and to pledge the Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Option price and whereby the NASD Dealer irrevocably commits upon receipt of such Stock to forward the Option price directly to the Company. Delivered Stock shall be valued by the Committee at its Market Value determined as of the date of the exercise of the Option. No shares shall be issued until full payment for them has been made, and a grantee shall have none of the rights of a shareholder with respect to any shares until they are issued to him. Upon payment of the lid purchase price, and any required withholding taxes, the Company shall issue a certificate or certificates to the grantee evidencing ownership of the shares purchased pursuant to the exercise of the Option which contain(s) such terms, conditions and provisions as may he required and as are consistent with the terms, conditions and provisions of the Plan and the stock option agreement between the Company and the grantee.

(b)            For purposes of this Section 9, payment for shares purchased hereunder may be delivered to the Committee through such attestation or certification procedures as may be established by the Committee from time to time, in its sole discretion.”

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6.             New Section 1 5 of the Plan, regarding the withholding of income and employment taxes pursuant to the exercise of an Option, is hereby added to the Plan, effective as of July 29, 1993. to read as follows:

“15. Income and Employment Tax Withholding. The grantee shall be solely responsible for paying to the Company all required federal, state, city and local taxes applicable to his exercise of an Option under the Plan. Provided, however the Committee, in its discretion and subject to such rules as it may adopt may permit the grantee to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the exercise of the Option by having the Company retain shares of Stock which would otherwise be issued in connection with the exercise of the Option or accept delivery from the Grantee of shares of Stock which have a Market Value, determined as of the dale of the deli very of such shares, equal to the amount of the withholding lax to be satisfied by that retention or delivery.”

7.             The Plan shall remain the same in all other respects except as provided by Amendment Two  above.

IN WITNESS WHEREOF, Duke Services. Inc., by its officer thereunder duly authorized, adopts on behalf of Duke Realty Services Limited Partnership this Amendment Two this 25^th day August, 1997, but effective as of the dates specified herein.

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EX-10.14

EXHIBIT 10.14

AMENDMENT THREE TO

DUKE REALTY SERVICES LIMITED PARTNERSHIP

1993 STOCK OPTION PLAN

WHEREAS, Duke Realty Services Limited Partnership (“Partnership”) maintains the Duke Realty Services Limited Partnership 1993 Stock Option Plan (“Plan”), which became effective as of July 29, 1993; and

WHEREAS, pursuant to the provisions Section 12 of the Plan, the Board of Directors of Duke Services, Inc. retained the right to amend, suspend or terminate the Plan or any portion thereof at any time; and

WHEREAS, by corporate resolutions, Duke Services, Inc. has approved and adopted this Amendment Three to the Plan, effective as of January 1, 1998.

NOW, THEREFORE, Duke Realty Services, Inc. hereby amends the Plan as follows:

1. New Section 2(o) of the Plan, defining what shall constitute a “Change in Control of the Company”, is hereby added to the Plan as follows:

“2(o) “Change in Control of the Company” means (i) any merger, consolidation or similar transaction which involves the Company and in which persons who are the shareholders of the Company immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent (50%) of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of the Company; (iii) any tender, exchange, sale or other disposition (other than disposition of the stock of the Company or any Subsidiary in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases (other than purchases by the Company or any Company sponsored employee benefit plan, or purchases by members of the Board of Directors of the Company or any Subsidiary) of shares which represent more than twenty-five percent (25%) of the voting power of the Company or any Subsidiary; (iv) during any period of two (2) consecutive years, individuals who at the date of the adoption of the Plan constitute the Company’s Board of Directors cease for any reason to constitute at least a majority thereof, unless the election of each director at the beginning of such period has been approved by directors representing at least a majority of the directors then in office who were directors on the date of the adoption of the Plan; (v) a majority of the Company’s Board of Directors recommends the acceptance of or accept any agreement, contract, offer or other arrangement providing for, or any series of transactions resulting in, any of the transactions described above. Notwithstanding the foregoing, a Change in Control of the Company (A) shall not occur as a result of the issuance of stock by the Company in connection with any public offering of its stock, or (B) be deemed to have occurred with respect to any transaction unless such transaction has been approved or shares have been tendered by a majority of the shareholders who are not Section 16 Grantees.”

2. New Section 2(p) of the Plan, defining “Section 16 Grantees,” is hereby added to the Plan to read as follows:

“2(p) “Section 16 Grantee” means a person subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.”

3. New Section 15 of the Plan, regarding the vesting of stock options upon a Change in Control, is hereby added to the Plan to read as follows:

 “15. Vesting on Change in Control. In the event of a Change in Control of the Company, any options granted under this Plan may be exercised in full without regard to any restrictions on thevesting of the options contained in the Option Agreement between the Company and the Optionee.”

The Plan will remain the same in all other respects except as provided by Amendment Three above.

IN WITNESS WHEREOF, Duke Services, Inc., by its officers thereunder duly authorized, adopts on behalf of Duke Realty Services Limited Partnership, this Amendment Three this 18th day of December, 1997, but effective as of January 1. 1998.

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EX-10.19

EXHIBIT 10.19

AMENDMENT ONE TO THE 1995

KEY EMPLOYEES’ STOCK OPTION PLAN OF

DUKE REALTY INVESTMENTS, INC.

This Amendment One to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Plan”) is hereby adopted this 25^th day of August, 1997 by Duke Realty Investments, Inc. (“Company”), effective as of the dates specified herein;

WITNESSETH:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 4.1 of the Plan, the Company has reserved the right to amend the Plan with respect to certain matters, by action of the Board of Directors (“Board”) or the Executive Compensation Committee thereof (“Committee”); and

WHEREAS, the Board has approved a two (2) for one (1) stock split of the Company’s common stock effective as of August 25, 1997, with respect to all shareholders of record as of August 18, 1997; and

WHEREAS, the Plan currently provides that the maximum number of shares to be delivered upon the exercise of all options thereunder shall not exceed five hundred fifty-eight thousand four hundred (558,400) shares; and

WHEREAS, the two (2) for one (1) stock split requires that the maximum number of shares to be delivered upon the exercise of all options under the Plan be increased, on a two (2) for one (1) basis;

WHEREAS, the Committee has determined to amend the Plan in certain additional respects; and

WHEREAS, the Committee has approved and adopted this Amendment One;

NOW, THEREFORE, pursuant to the authority reserved to the Company under Section 4.1 of the Plan, the Plan is hereby amended, effective as of the dates specified herein, in the following particulars:

1    By substituting the following for Section 1.3 of the Plan effective as of October 1, 1995:

“1.3. Administration.  The Plan shall be administered by the Committee.  The Committee, from time to time, may adopt any rule or procedure it deems necessary or desirable for the proper and efficient administration of the Plan provided it is consistent with the terms of the Plan. The decision of a majority of the Committee members shall constitute the decision of the Committee. Subject to the provisions of the Plan, the Committee is authorized (i) to grant ISO’s and NSO’s; (ii) to determine the employees to be granted ISO’s and NSO’s; (iii) to determine the option period, the option price and, subject to the limitations of Section 3.2, the number of shares subject to each option; (iv) to determine the time or times at which options will be granted; (v) to determine the time or times at which each option becomes exercisable and the duration of the exercise period; (vi) to permit, in its discretion, the limited transferability of NSO’s granted to an optionee; (vii) to determine other conditions and limitations, if any, applicable to the exercise of each option; and (viii) to determine the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of shares acquired by any optionee upon exercise of an option, and the nature of the events , if any, and the duration of the period, in or with respect to which any optionee’s rights to shares acquired upon exercise of an

option may be forfeited.  Each option granted under the Plan shall be evidenced by a written stock option agreement containing terms and conditions established by the Committee consistent with the provisions of the Plan, including such terms as the Committee shall deem advisable in order that each ISO shall constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  The Committee’s determinations and interpretations with respect to the Plan shall be final and binding on all parties.  Any notice or document required to be given to or filed with the Committee will be properly given or filed if delivered or mailed by certified mail, postage prepaid, to the Committee at 8888 Keystone Crossing, Suite 1200, Indianapolis, IN  46240-2182.

2.   By substituting the following for Section 3.1 of the Plan effective as of August 25, 1997:

“3.1. Shares Covered by the Plan.   The stock to be subject to options under the Plan shall be shares of authorized common stock of the Company and may be unissued shares or reacquired shares (including shares purchased in the open market), or a combination of the two, or shares which are not issued in connection with the Duke Realty Services Limited Partnership 1993 Stock Option Plan, as the Committee may from time to time determine. Subject to the provisions of Section 4.2 and the provisions of this Section 3.1, the maximum number of shares to be delivered upon exercise of all options granted under the Plan shall not exceed (i) one million one hundred sixteen thousand eight hundred (1,116,800) shares and (ii) the number of shares authorized under the Duke Realty Services Limited Partnership 1993 Stock Option Plan that become available due to the lapse, forfeiture or other termination of stock options granted under such plan. Provided, however, the total number of shares to be delivered upon exercise of the options granted under the Plan under clause (ii) of the previous sentence shall not exceed eight hundred thousand (800,000) shares. Shares covered by an option that remains unpurchased upon the expiration or termination of the option may be made subject to further options.”

3.   By substituting the following for Section 3.2 of the Plan effective as of August 25, 1997:

“3.2. Grant of Options.  The Committee shall be responsible for granting all options under the Plan.  The Committee shall also determine, it is sole discretion, with respect to each optionee, whether the options granted shall be ISO’s or NSO’s, or a combination of the two; and whether any employee shall be given discretion to determine whether any options granted to him shall be ISO’s or NSO’s or a combination of the two. Provided, however, notwithstanding any other Plan provision, during any calendar year, no optionee shall be granted options to acquire more than fifty thousand (50,000) shares of Company stock.”

4.   By substituting the following for Section 3.7 of the Plan effective as of October 1, 1995:

“3.7 Vesting of Options.  All options granted under the Plan shall vest, and thereby become exercisable, at such time or times as shall be determined by the Committee in its sole discretion.  The stock option agreement between the Company and the optionee shall include the schedule under which the option shall vest.  The Committee may, in its sole discretion, amend such schedule in a manner which causes options previously granted under the Plan to vest under a more rapid schedule.  The Committee shall not amend such schedule to provide for the slower vesting of any options previously granted under the Plan.”

5.   By adding the following sentence to the end of Section 3.10 of the Plan effective as of October 1, 1995:

“For purposes of this Section 3.10, payment for shares purchased hereunder may be delivered to the Company through such attestation or certification procedures as may be established by the Committee from time to time in its sole discretion.”

6.   By substituting the following for Section 4.12 of the Plan effective as of October 1, 1995:

“4.12. Nontransferability.

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(a)       No option shall be transferable, except by the optionee’s will or the laws of descent and distribution.  During the optionee’s lifetime, his option shall be exercisable (to the extent exercisable) only by him.  The option, and any rights and privileges pertaining thereto, shall not be transferred, assigned, pledged or hypothecated by the optionee in any way, whether by operation of law or otherwise and shall not be subject to execution, attachment or similar process.

(b)       Notwithstanding the provisions of subsection (a), the Committee may, in its sole discretion, permit the transfer of NSO’s by an optionee to: (i) the spouse, child or grandchildren of the optionee (“Immediate Family Members”);  (ii) a trust or trusts for the exclusive benefit of Immediate Family Members; or (iii) a partnership or limited liability company in which the optionee and/or the Immediate Family Members are the only equity owners, (collectively, “Eligible Transferees”). Provided that, in the event the Committee permits the transferability of NSO’s granted to the optionee, the Committee may subsequently, in its discretion, restrict the ability of the optionee to transfer NSO’s granted to the Optionee thereafter. An option that is transferred to an Immediate Family Member shall not be  transferable by such Immediate Family Member, except for any transfer by such Immediate Family Member’s will or by the laws of descent and distribution upon the death of such Immediate Family Member. ISO’s granted under the Plan shall be nontransferable.

(c)       In the event that the Committee, in its sole discretion, permits the transfer of NSO’s by an optionee to an Eligible Transferee under this Section 4.12, the options transferred to the Eligible Transferee must be exercise by such Eligible Transferee and, in the event of the death of such Eligible Transferee, by such Eligible Transferee’s executor or administrator only in the same manner, to the same extent and under the same circumstances (including, without limitation, the time period within which the options must be exercised) as the optionee or, in the event of the optionee’s death, the executor or administrator of the optionee’s estate, could have exercised such options. The optionee, or in the event of optionee’s death, the optionee’s estate, shall remain liable for all federal, state, city and local taxes applicable upon the exercise of an NSO by an Eligible Transferee.”

7.   All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke Realty Investments, Inc., by its officers thereunder duly authorized, has executed this Amendment One to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. this 25th day of August, 1997, but effective as of the dates specified herein.

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EX-10.20

EXHIBIT 10.20

AMENDMENT TWO TO THE 1995
KEY EMPLOYEES’ STOCK OPTION PLAN OF
DUKE REALTY INVESTMENTS, INC.

This Amendment Two to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Plan”) is hereby adopted this 29^th day of January, 1998 by Duke Realty Investments, Inc. (“Company”), effective as of the date specified herein;

W I T N E S S E T H:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 4.1 of the Plan, the Company has reserved the right to amend the Plan with respect to certain matters by action of the Executive Compensation Committee of the Board of Directors (“Committee”); and

WHEREAS, the Committee has approved an increase in the maximum number of shares to be delivered upon the exercise of options thereunder by 2,500,000 shares; and

WHEREAS, the Committee has approved and authorized this Amendment Two;

NOW, THEREFORE, pursuant to the authority reserved to the Company under Section 4.1 of the Plan, the Plan is hereby amended, effective as of January 1, 1998, by substituting the following for the phrase “(i) one million one hundred sixteen thousand eight hundred (1,116,800) shares and” where that phrase appears in Section 3.1 of the Plan:

“(i)  three million six hundred sixteen thousand eight hundred (3,616,800) shares, for years beginning on or after January 1, 1998 and”

IN WITNESS WHEREOF, Duke Realty Investments, Inc. has executed this Amendment Two to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. this 29^th day of January, 1998, but effective as of January 1, 1998.

EX-10.21

EXHIBIT 10.21

AMENDMENT THREE TO THE 1995

KEY EMPLOYEES’ STOCK OPTION PLAN OF

DUKE REALTY INVESTMENTS, INC.

This Amendment Three to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Plan”) is hereby adopted this 25th day of August, 1998, but effective as of August 1, 1998, by Duke Realty Investments, Inc.,  (“Company”);

WITNESSETH:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 4.1 of the Plan, the Company has reserved the right to amend the Plan with respect to certain matters, by action of the Board of Directors or the Executive Compensation Committee thereof (“Committee”); and

WHEREAS, the Committee has determined to amend the Plan to (i) enable optionees to borrow from the Company the proceeds of which would be used to exercise nonqualified stock options (“NSO’s”) granted under the Plan; (ii) enable the Company to guarantee loans to optionees, the proceeds of which would be used to exercise NSO’s granted under the Plan; and (iii) waive the fifty thousand (50,000) share limit on options which can be granted to an individual during any calendar year with respect to NSO’s granted on August 25, 1998; and

WHEREAS, the Committee has approved and adopted this Amendment Three;

NOW, THEREFORE, pursuant to the authority reserved to the Committee under Section 4.1 of the Plan, the Plan is hereby amended, effective as of August 1, 1998, in the following particulars:

1.             By substituting the following for Section 1.3 of the Plan effective as of October 1, 1995:

1.3.  Administration.  The Plan shall be administered by the Committee.  The Committee, from time to time, may adopt any rule or procedure it deems necessary or desirable for the proper and efficient administration of the Plan provided it is consistent with the terms of the Plan. The decision of a majority of the Committee members shall constitute the decision of the Committee. Subject to the provisions of the Plan, the Committee is authorized (i) to grant ISO’s and NSO’s; (ii) to determine the employees to be granted ISO’s and NSO’s; (iii) to determine the option period, the option price and, subject to the limitations of Section 3.2, the number of shares subject to each option; (iv) to determine the time or times at which options will be granted; (v) to determine the time or times at which each option becomes exercisable and the duration of the exercise period; (vi) to determine, in the case of NSO’s, whether the Company will lend funds to an optionee or will guarantee a loan to an optionee the proceeds of which will be used by the optionee solely to make payment for shares purchased pursuant to the exercise of NSO’s; (vii) to permit, in its discretion, the limited transferability of NSO’s granted to an optionee; (viii) to determine other conditions and limitations, if any, applicable to the exercise of each option; and (ix) to determine the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of shares acquired by any optionee upon exercise of an option, and the nature of the events, if any, and the duration of the period, in or with respect to which any optionee’s rights to shares acquired upon exercise of an option may be forfeited.  Each option granted under the Plan shall be evidenced by a written stock option agreement containing terms and conditions established by the committee consistent with the provisions of the Plan, including such terms as the Committee shall deem advisable in order that each ISO shall constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee’s determinations and interpretations with respect to the Plan shall be final and binding on all parties. Any notice or document required to be given to or filed with the Committee will be properly given or filed if delivered or mailed by certified mail, postage prepaid, to the Committee at 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana  46240-2182.”

2.             By substituting the following for Section 3.2 of the Plan (as amended by Amendment One):

“3.2         Grant of Options.  The Committee shall be responsible for granting all options under the Plan.  The Committee shall also determine, in its sole discretion, with respect to each Optionee, whether the options granted shall be ISO’s or NSO’s, or a combination of the two; and whether any employee shall be given discretion to determine whether any options granted to him shall be ISO’s or NSO’s or a combination of the two.  Provided, however, except with respect to NSO’s granted on August 25, 1998, notwithstanding any other Plan provision, during any calendar year, no Optionee shall be granted options to acquire more than Fifty Thousand (50,000) shares of Company stock.”

3.             By substituting the following for Section 3.10 of the Plan:

3.10         Payment for Stock.  Full payment for shares purchased hereunder shall be made at the time the option is exercised.  Payment may be made by delivering to the Company (a) cash; (b) at the discretion of the Committee, whole shares of common stock of the Company (“Delivered Stock”) which

 (i) has been owned by the optionee for more than six (6) months and has been paid for, within the  meaning of SEC Rule 144 (and, if such stock was purchased from the Company by use of a promissory note, such note has been fully paid with respect to such stock), or (ii) was obtained by the optionee in the public market or otherwise than through the exercise of an option under this Plan or under any other stock option plan involving Company stock; (c) at the discretion of the Committee, a combination of cash and Delivered Stock; or (d) provided that a public market for the Company’s common stock exists, (i) through a “same day sale” commitment from the optionee and a broker-dealer that is a member of the National Association of Securities Dealers (“NASD Dealer”) whereby the optionee irrevocably elects to exercise the option and to sell a portion of the common stock so purchased in order to pay the option price, and whereby the NASD Dealer irrevocably commits upon receipt of such stock to forward the option price directly to the Company; or (ii) through a “margin” commitment from the optionee and an NASD Dealer whereby the optionee irrevocably elects to exercise the option and to pledge the stock so  purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the option price and whereby the NASD Dealer irrevocably commits upon receipt of such stock to forward the option price directly to the Company. Delivered Stock shall be valued by the Committee at its Fair Market Value determined as of the date of the exercise of the option.  Notwithstanding the foregoing provisions of this Section 3.10, at the discretion of the Committee, the “Company may make a loan to an Optionee or may guarantee a loan made to an Optionee by a third party, the proceeds of which are used by the Optionee solely to make payment for shares purchased hereunder pursuant to the exercise of NSO’s. Provided, however, no such loans shall be made or guaranteed in connection with the grant or exercise of ISO’s. No shares shall be issued until full payment for them has been made, and an optionee shall have none of the rights of a shareholder with respect to any shares until they are issued to him. Upon payment of the full purchase price, and any required withholding taxes, the Company shall issue a certificate or certificates to the optionee evidencing ownership of the shares purchased pursuant to the exercise of the option which contain(s) such terms, conditions and provisions as may be required and as are consistent with the terms, conditions and provisions of the Plan and the stock option agreement between the Company and the optionee.”

4.             All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke Realty Investments, Inc., by its officers thereunder duly authorized, has executed this Amendment Three to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc., this 25th day of August, 1998, but effective as of August 1, 1998.

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RESOLUTIONS OF THE EXECUTIVE COMPENSATION

COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE-WEEKS

REALTY CORPORATION APPROVING AND ADOPTING

AMENDMENT THREE TO THE 1995 KEY EMPLOYEES’ STOCK OPTIONPLAN

OF DUKE REALTY INVESTMENTS, INC. AND APPROVING

RESERVATION OF ADDITIONAL SHARES FOR ISSUANCE THEREUNDER

WHEREAS, Duke Realty Investments, Inc. (“Company”) maintains the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Option Plan”); and

WHEREAS, pursuant to Section 4.1 of the Plan, the Company has reserved the right to amend the Plan, with respect to certain matters, by action of the Board of Directors (“Board”) or the Executive Compensation Committee thereunder (“Committee”); and

WHEREAS, the Committee has determined, in its best business judgment, that the Option Plan should be amended in order to provide the Committee with the discretion, solely in the case of non-qualified stock options (“NSO’s”), to: (i) enable the Company to guarantee a loan to an Optionee, the proceeds of which would be utilized solely to exercise NSO’s granted under the Option Plan; and (ii) create an exception to the Fifty Thousand share cap on the number of options granted to an individual under the Option Plan during any calendar year with respect to NSO’s granted on August 25, 1998; and

WHEREAS, the Company and its outside benefits counsel have prepared, for approval and adoption by the Committee, Amendment Three to the Option Plan, which reflects the changes to the Option Plan described in the preceding recital;

NOW, THEREFORE, BE IT RESOLVED, that Amendment Three to the Option Plan, substantially in the form presented to the Committee, be, and it hereby is, in all respects approved and adopted, effective as of August 1, 1998; and

RESOLVED, FURTHER, that the members of this Committee be and they hereby are, and the appropriate officers of the Company be and they hereby are, authorized, empowered and directed, for and on behalf of this Committee and the Company, to execute and deliver Amendment Three to the Option Plan; to execute, deliver and file such documents, certificates and other writings, and to take such additional action as may be necessary or appropriate in the discretion of any such members and officers, to carry out the intent and purpose of this and the foregoing resolutions.

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EX-10.22

EXHIBIT 10.22

AMENDMENT FOUR TO THE 1995

KEY EMPLOYEES’ STOCK OPTION PLAN OF

DUKE REALTY INVESTMENTS, INC.

This Amendment Four to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Plan”) is hereby adopted  this 27th of July, 1999, but effective as of July 2, 1999, by Duke-Weeks Realty Corporation, f/k/a Duke Realty Investments, Inc.,  (“Company”);

WITNESSETH:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 4.1 of the Plan, the Company has reserved the right to amend the Plan with respect to certain matters, by action of the Board of Directors or the Executive Compensation Committee thereof (“Committee”); and

WHEREAS, the Committee has determined to amend Section 3.9 of the Plan to allow the Committee to grant, on a case-by-case basis, additional time during which an optionee can exercise an option after termination of employment for reasons other than For Cause, but not beyond the original term of the option; and

WHEREAS, the Committee has approved and adopted this Amendment Four;

NOW, THEREFORE, pursuant to the authority reserved to the Committee under Section 4.1 of  the Plan, the Plan is hereby amended, effective as of July 2, 1999, in the following particular:

By adding the following subsection (d) to the end of Section 3.9 effective as of July 2, 1999:

“(d)   Committee Discretion to Extend Time For Exercising Option.  If an optionee’s employment terminates for any reason other than For Cause, the Committee may, in its sole discretion, grant an extension of the period of time specified in subsections (a) and (c) for exercising an option, but not later than the date the option expires pursuant to its terms.  During such extended period, subject to the limitations of this Plan and the option agreement between the Company and the optionee, the optionee, his guardian, attorney-in-fact or personal representative, as the case may be, may exercise the option in full.  Notwithstanding the foregoing, in the case of an ISO, such option shall be exercisable as an ISO only during the three (3) month period following the optionee’s termination of employment (for reasons other than Total and Permanent Disability, in which case the option may be exercised as an ISO for a period of twelve (12) months) or death and in no event later than the date specified in the stock option agreement.  During the remainder of such extended period, the option may be exercised as an NSO.”

All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke-Weeks Realty Corporation, f/k/a Duke Realty Investments, Inc., by its officers thereunder duly authorized, has executed this Amendment Four to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc., this 27th of July, 1999, but effective as of July 2, 1999.

EX-10.23

EXHIBIT 10.23

AMENDMENT FIVE TO THE

1995 KEY EMPLOYEES’ STOCK OPTION PLAN OF

DUKE REALTY INVESTMENTS, INC.

This Amendment Five to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Plan”) is hereby adopted this 25th day of January, 2000 by Duke-Weeks Realty Corporation, f/k/a Duke Realty Investments, Inc. (“Company”), effective as of the date specified herein;

W I T N E S S E T H:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 4.1 of the Plan, the Company has reserved the right to amend the Plan with respect to certain matters by action of the Executive Compensation Committee of the Board of Directors (“Committee”); and

WHEREAS, the Committee has increased the maximum number of shares of the Company’s common voting stock to be delivered upon the exercise of options thereunder by 5,000,000 shares; and

WHEREAS, the Committee has approved and authorized this Amendment Five;

NOW, THEREFORE, pursuant to the authority reserved to the Company under Section 4.1 of the Plan, the Plan is hereby amended, effective as of January 1, 2000, by substituting the following for the phrase “(i) three million six hundred sixteen thousand eight hundred (3,616,800) shares and” where that phrase appears in Section 3.1 of the Plan:

“(i)          eight million six hundred sixteen thousand eight hundred (8,616,800) shares, for years beginning on or after January 1, 2000 and”

All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke-Weeks Realty Corporation, f/k/a Duke Realty Investments, Inc., has executed this Amendment Five to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. this 25th day of January, 2000, but effective as of January 1, 2000.

RESOLUTIONS OF THE EXECUTIVE COMPENSATION

COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE-WEEKS

REALTY CORPORATION APPROVING AND ADOPTING

AMENDMENT FIVE TO THE 1995 KEY EMPLOYEES’ STOCK OPTIONPLAN

OF DUKE REALTY INVESTMENTS, INC. AND APPROVING

RESERVATION OF ADDITIONAL SHARES FOR ISSUANCE THEREUNDER

WHEREAS, Duke-Weeks Realty Corporation, f/k/a Duke Realty Investments, Inc. (“Company”) maintains the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Plan”); and

WHEREAS, pursuant to Section 4.1 of the Plan, this Company has reserved the right to amend the Plan, with respect to certain matters, by action of the Board of Directors (“Board”) or the Executive Compensation Committee thereunder (“Committee”); and

WHEREAS, This Committee has determined, in its best business judgment, that the Plan should be amended to increase, by Five Million (5,000,000), to Eight Million Six Hundred Sixteen Thousand Eight Hundred (8,616,000), the number of shares of this Company’s common voting stock for issuance thereunder; and

WHEREAS, special counsel to this Company has prepared, for approval and adoption by this Committee, Amendment Five to the Plan, which reflects the change described in the preceding recital;

NOW, THEREFORE, BE IT RESOLVED, that Amendment Five to the Plan, substantially in the form presented to this meeting, be and it hereby is, in all respects approved and adopted, effective as of January 1, 2000, but subject to approval thereof by a majority of this Company’s outstanding shares represented at the 2000 annual meeting of the shareholders; and

RESOLVED, FURTHER, that an additional Five Million (5,000,000) shares of this Company’s common voting stock be and they hereby are reserved for issuance under the Plan, effective for years beginning on and after January 1, 2000, but subject to approval thereof by a majority of this Company’s outstanding shares represented at the 2000 annual meeting of the shareholders; and

RESOLVED, FURTHER, that the members of this Committee be and they hereby are, and the appropriate officers of the Company be and they hereby are, authorized, empowered and directed, for and on behalf of this Committee and this Company, to execute and deliver Amendment Five to the Plan; to execute, deliver and file such documents, certificates and other writings, and to take such additional action as may be necessary or appropriate in the discretion of any such members of officers, to carry out the intent and purpose of this and the foregoing resolutions.

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EX-10.24

EXHIBIT 10.24

AMENDMENT SIX TO THE

1995 KEY EMPLOYEES’ STOCK OPTION PLAN OF

DUKE REALTY INVESTMENTS, INC.

This Amendment Six to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (“Plan”) is hereby adopted this 1st day of June, 2000 by Duke-Weeks Realty Corporation, f/k/a Duke Realty Investments, Inc. (“Company”).  Each capitalized term not otherwise defined herein has the meaning set forth in the Plan.

WITNESSETH:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 4.1 of the Plan, the Company has reserved the right to amend the Plan with respect to certain matters by action of the board of directors of the Company (“Board of Directors”) or the Executive Compensation Committee of the Board of Directors (“Committee”); and

WHEREAS, the Committee has determined to amend Sections 3.8 and 3.9 of the Plan to change the age of retirement thereunder to age fifty-five (55) and to permit optionees who retire to exercise their options at any time over the remaining term thereof; and

WHEREAS, the Committee has approved and authorized this Amendment Six to the Plan;

NOW, THEREFORE, pursuant to the authority reserved to the Committee under Section 4.1 of the Plan, the Plan is hereby amended, effective with respect to all options outstanding as of June 1, 2000 and all options granted after that date, in the following particulars:

1.                             By substituting the following for Section 3.8 of the Plan:

“3.8         Vesting on Change in Control or Death, Retirement or Disability of Optionee.  Notwithstanding the provisions of Section 3.7, in the event of a Change in Control of the Company or upon the death, Permanent and Total Disability or retirement on or after attaining age fifty-five (55) of the optionee, any options granted under this Plan may be exercised in full without regard to any restrictions on the vesting of the options contained in the option agreement between the Company and the optionee.”

1.                             By substituting the following for Section 3.9(a):

“(a)         Termination of Employment.  All rights to exercise an option shall terminate ninety (90) days after the effective date of the optionee’s termination of employment with the Company and its Subsidiaries, but not later than the date the option expires pursuant to its terms, unless such termination is For Cause or is on account of the Permanent and Total Disability, death or retirement of the optionee on or after attaining age fifty-five (55).  Transfer of employment from the Company to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed a termination of employment.  The Committee shall have the authority to determine in each case whether a leave of absence on military or government service shall be deemed a termination of employment for purposes of this subsection (a).”

1.                             By substituting the following for Section 3.9(d) of the Plan:

“(d)         Committee Discretion to Extend Time for Exercising Option.  If an optionee’s employment terminates, for any reason other than (i) retirement on or after attaining age fifty-five (55), or (ii) For Cause, the Committee may, in its sole discretion, grant an extension of the period of time specified in subsections (a) and (c) for exercising an option, but not later than the date the option expires pursuant to its terms.  During such extended period, subject to the limitations of this Plan and the option agreement

between the Company and the optionee, the optionee, his guardian, attorney-in-fact or personal representative, as the case may be, may exercise the option in full.  Notwithstanding the foregoing, in the case of an ISO, such option shall be exercisable as an ISO only during the three (3) month period following the optionee’s termination of employment (for reasons other than Total and Permanent Disability, in which case the option may be exercised as an ISO for a period of twelve (12) months) and in no event later than the date specified in the stock option agreement.  During the remainder of such extended period, the option may be exercised as an NSO.”

1.                             By adding the following new subsection (e) to Section 3.9:

“(e)         Retirement.  If an optionee’s employment terminates due to retirement on or after attaining age fifty-five (55), the optionee shall have the right to exercise his option at any time during the remaining term thereof.  During such period, subject to the limitations of this Plan and the option agreement between the Company and the optionee, the optionee may exercise the option in full.  If the optionee dies during such period, the right to exercise the options shall continue until the date the option expires pursuant to its terms.  Notwithstanding the foregoing, in the case of an ISO, such option shall be exercisable as an ISO only during the three (3) month period immediately following the optionee’s retirement.  During the remainder of the option term, the option may be exercised as an NSO.”

All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke-Weeks Realty Corporation, f/k/a Duke Realty Investments, Inc., by its officers thereunder duly authorized, has executed this Amendment Six to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. this 1st day of June, 2000, but effective as of the date specified herein.

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EX-10.25

EXHIBIT 10.25

As Amended and Restated

Effective October 1, 1999

1995 DIVIDEND INCREASE UNIT PLAN

OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

ARTICLE I

Introduction

1.1.          Purpose. The 1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (the “Plan”) is designed to retain selected officers and key employees of the Partnership and to encourage the growth of the Partnership and its Affiliates.

1.2.          Effective Date.  The Effective Date of the Plan is October 1, 1995.  Provided, however, the Committee may, in its discretion, grant Units under the Plan the terms of which provide that the effective date of the grant is on or after January 1, 1995.

1.3.          Administration.  The Plan shall be administered by the Committee.  The Committee, from time to time, may adopt any rule or procedure it deems necessary or desirable for the proper and efficient administration of the Plan, provided it is consistent with the terms of the Plan. The decision of a majority of the Committee members shall constitute the decision of the Committee. The Committee’s determinations and interpretations with respect to the Plan shall be final and binding on all parties. Any notice or document required to be given to or filed with the Committee will be properly given or filed if delivered or mailed by certified mail, postage prepaid, to the Committee at 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana  46240-2182.

1.4           Definitions.  For purposes of this Plan, unless a different meaning is clearly required by the context:

(a)           “Affiliate” or “Affiliates” means (i) any general partner of the Partnership, (ii) any entity which owns a majority of the ownership interests of the Partnership, (iii) any entity that owns a majority of the ownership interests of an entity described in clause (i) or (ii) or an Affiliate of any such entity, or (iv) any Subsidiary.

(b)           “Board of Directors” means the board of directors of Duke Services, Inc.

(d)     “Change in Control of the Company” means (i) any merger, consolidation or similar transaction which involves the Company and in which persons who are the shareholders of the Company immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent (50%) of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of the Company; (iii) any tender, exchange, sale or other disposition (other than disposition of the stock of the Company or any Subsidiary in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases (other than purchases by the Company or any Company sponsored employee benefit plan, or purchases by members of the board of directors of the Company or any Subsidiary) of shares which represent more than twenty-five percent (25%) of the voting power of the Company or any Subsidiary; (iv) during any period of two (2) consecutive years, individuals who at the date of the adoption of the Plan constitute the Company’s board of directors cease for any reason to constitute at least a majority thereof, unless the election of each director at the beginning of such period has been approved by directors representing at least a majority of the directors then in office who were directors on the date of the adoption of the Plan; (v) a majority of the Company’s board of directors recommends the acceptance of or accept any agreement, contract, offer or other arrangement providing for, or any

series of transactions resulting in, any of the transactions described above. Notwithstanding the foregoing, a Change in Control of the Company (A) shall not occur as a result of the issuance of stock by the Company in connection with any public offering of its stock, or (B) be deemed to have occurred with respect to any transaction unless such transaction has been approved or shares have been tendered by a majority of the shareholders who are not Section 16 Grantees.

(d)           “Code” means the Internal Revenue Code, as amended.

(e)           “Committee” means the Executive Compensation Committee of the board of directors of the Company.

(f)            “Company” means Duke-Weeks Realty Corporation, formerly known as Duke Realty Investments, Inc.

(g)           “Effective Date” means October 1, 1995.

(h)           “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i)            “For Cause” means (i) the willful and continued failure of a Participant to perform his required duties as an officer or employee of the Partnership or any Affiliate, (ii) any action by a Participant which involves willful misfeasance or gross negligence, (iii) the requirement of or direction by a federal or state regulatory agency which has jurisdiction over the Partnership or any Affiliate to terminate the employment of the Participant, (iv) the conviction of the Participant of the commission of any criminal offense which involves dishonesty or breach of trust, or (v) any intentional breach by the Participant of a material term, condition or covenant of any agreement between the Participant and the Partnership or any Affiliate.

(j)            “Participant” means an officer or key employee who is designated to participate in the Plan as provided in Article II.

(k)           “Partnership” means Duke Realty Services Limited Partnership.

(l)            “Permanent and Total Disability” means any disability that would qualify as a disability under Code Section 22(e)(3).

(m)          “Per Share Value” means the per share New York Stock Exchange closing price for the Company’s common stock on the date of determination.

(n)           “Plan” means the dividend increase plan embodied herein, as amended from time to time, known as the 1995 Dividend Increase Unit Plan of Duke Services Limited Partnership.

(o)           “Section 16 Grantee” means a person subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.

(p)           “Subsidiary” or “Subsidiaries” means a corporation, partnership or limited liability company, a majority of the outstanding voting stock, general partnership interests or membership interest, as the case may be, of which is owned or controlled directly or indirectly, by the Partnership, by the Company or by one or more other Subsidiaries.  For the purposes of this definition, “voting stock” means stock having voting power for the election of directors, or trustees, as the case may be, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

(r)            “Unit” means a dividend increase unit granted under Section 3.1.

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1.5.          Shares Covered by the Plan.  The stock which may be issued under the Plan in connection with the exercise of Units shall be shares of authorized common stock of the Company and may be unissued shares or reacquired shares (including shares purchased in the open market), or a combination of the two, as the Committee may from time to time determine. Provided, however, subject to the provisions of Section 5.2 and the provisions of this Section 1.5, the maximum number of shares to be delivered upon the exercise of all Units granted under the Plan shall, effective as of January 1, 1998, be increased from a maximum of Two Hundred Thousand (200,000) shares to a maximum of Four Hundred Thousand (400,000) shares. Shares covered by the grant of a Unit that remains unexercised upon the expiration or termination of the Unit may be made subject to further grants of Units.

ARTICLE II

Eligibility and Participation

Participation in the Plan is limited to those officers and key employees of the Partnership and its Affiliates who, from time to time, shall be designated by the Committee. Committee members shall not be eligible to receive grants of Units under this Plan while serving as Committee members. A designated employee will become a Participant in the Plan as of the later of the Effective Date or the date specified by the Committee.

ARTICLE III

Benefits

3.1.          Grant of Units.  The Committee, in its sole discretion, may grant one (1) or more Units to a Participant upon his entry into the Plan. The Committee, in its sole discretion, may also grant additional Units to a Participant at any time after the initial grant. Provided, however, notwithstanding any other Plan provision, during any calendar year, no Participants shall be granted more than fifty thousand (50,000) Units.

3.2.          Exercise of Units.  A Participant may exercise his Units subject to the following requirements:

(a)           Vesting of Units:  A Participant must be vested in a Unit in order for that Unit to be exercised.  For this purpose, the Committee will specify the vesting schedule for each Unit it grants at the time of the grant.  In addition, the Committee may, in its sole discretion, amend such schedule in a manner which causes those units previously granted under the Plan to vest under a more rapid schedule. Provided, however, the Committee shall not amend such schedule to provide for the slower vesting of Units previously granted under the Plan. Notwithstanding the foregoing, a Participant will, as of the date of a Change in Control of the Company or his termination of employment due to Permanent and Total Disability, retirement on or after attaining age sixty-five (65) or death, become fully vested in all Units that have been granted to him.

(b)           Timing of Exercise:  A Unit must be exercised on or before the tenth anniversary of the date on which it was granted.  If not exercised on or before that date, the Unit will expire and be forfeited.

(c)           Prior Exercise of Stock Options.  Units may be exercised only to the extent that the same or a greater number of shares of the Company’s common stock have been acquired by the Participant through the exercise of a stock option which was granted under the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (the “Stock Option Plan”) on the same date on which the Units were granted. Such acquisition may have been prior to or simultaneous with the exercise of such Units.  For example, if a Participant was granted an option under the Stock Option Plan to acquire five hundred (500) shares of the Company’s stock on the same date he was granted two hundred (200) Units under the Plan, the Participant may not exercise the two hundred (200) Units granted hereunder until he has acquired at least two hundred (200) shares of stock under that stock option grant. Thus, if the Participant has acquired (or simultaneously acquires with his exercise of the Units) one hundred (100) shares under that stock option grant, he may at any time on or after the date of such acquisition exercise up to one hundred (100) Units hereunder, as long as all the other Plan conditions and limitations have been satisfied with respect to such exercise, including the satisfaction by

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the Participant of the vesting requirements applicable to the Units desired to be exercised. Shares of Company stock acquired by the exercise of an option granted under the Stock Option Plan on a date other than the date on which the Units were granted hereunder may not be used as a basis for the exercise of such Units.

(d)           Prior Notice of Exercise.  The Participant must notify the Committee of his intent to exercise a Unit by completing an election form authorized by the Committee and filing such form with the Committee at least ten (10) business days prior to the requested exercise date.

(e)           Termination of Employment.  All rights to exercise a Unit shall terminate ninety (90)  days after the effective date of the Participant’s termination of employment with the Partnership and its Affiliates, but not later than the date the Unit expires pursuant to its terms, unless such termination is For Cause or is on account of the Permanent and Total Disability or death of the Participant. Transfer of employment from the Partnership to an Affiliate, or vice versa, shall not be deemed a termination of employment. The Committee shall have the authority to determine in each case whether a leave of absence on military or government service shall be deemed a termination of employment for purposes of this subsection (e).  However, if a Participant’s employment terminates due to Permanent and Total Disability or death, his right to exercise his Units shall expire one (1) year after his termination of employment (but not later than the date the Unit expires pursuant to its terms). During such period, subject to the limitations of this Plan and the Unit grant, the Participant, his guardian, attorney-in-fact or personal representative, as the case may be, may exercise his Unit in full.

(f)            For Cause Termination.  If a Participant’s employment with the Partnership and its Affiliates is terminated For Cause, no previously unexercised Unit granted hereunder may be exercised.  Rather, all unexercised Units shall terminate effective on the date the Participant receives notice of his termination For Cause.

(g)           Withholding of Taxes.  Each Participant shall be solely responsible for, and the Partnership will withhold from any amounts payable under this Plan, all legally required federal, state, city and local taxes.  The Committee, in its discretion and subject to such rules as it may adopt, may permit a Participant to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with his exercise of Units by having the Partnership retain shares of stock which would otherwise be issued in connection with the exercise of the Units or accept delivery from the Participant of shares of Company stock which have a value, determined as of the date of the delivery of such shares, equal to the amount of withholding tax to be satisfied by that retention or delivery.

(h)           Committee Discretion to Extend Time For Exercising Unit.  If a Participant’s employment terminates for any reason other than For Cause, the Committee may, in its sole discretion, grant an extension of the periods of time specified in subsection (e) for exercising a Unit, but not later than the date the Unit expires pursuant to its terms, as required by subsection (b).  During such extended period, subject to the limitations of this Plan, and any grant letter which evidences the Company’s grant of the Unit to the Participant, the Participant, his guardian, attorney-in-fact or personal representative, as the case may be, may exercise the Unit in full.

(i)            Committee Discretion to Waive Requirement of Prior Exercise of Stock Options.  Notwithstanding the provisions of Section 3.2(c), if a Participant desires to exercise Units but has not yet acquired the same or a greater number of shares of the Company’s common stock through the exercise of options granted under the Stock Option Plan on the same date on which the Units were granted (the “Corresponding Stock Options”), the Committee shall have the discretion to waive the requirement that the Corresponding Stock Options be exercised provided that:

(i)            The exercise price of the Corresponding Stock Options is more than the Per Share Value as of the date on which the Unit is exercised;

(ii)           Pursuant to an amendment to the applicable stock option agreement(s), the Participant forfeits all of his or her rights to the Corresponding Stock Options in an amount which is equal to the number of Units exercised; and

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(iii)          The value of each Unit exercised, as otherwise determined under Section 3.3, is reduced, on a dollar-for-dollar basis, by the excess of the per share exercise price of the Corresponding Stock Options over the Per Share Value on the date on which the Unit is exercised.”

3.3.          Calculation of Unit Value.  Upon the exercise date, the Unit or Units being exercised will be valued for all purposes under this Plan in accordance with the following formula. First, the Per Share Value of a share of the Company’s common stock as of the effective date on which the Unit was granted will be determined. Second, the quarterly cash dividend rate per share of  the Company’s common stock most recently declared prior to the effective date of the grant will be determined and annualized (multiplied by four). Third, that annualized cash dividend will be divided by the Per Share Value on the effective date of the grant to set the grant date dividend yield. Fourth, the quarterly cash dividend rate per share of the Company’s common stock which was most recently declared on or before the exercise date will be determined and annualized (multiplied by four). Fifth, the annualized cash dividend on the effective date of the grant (as determined under the second step) will be subtracted from the annualized dividend on the exercise date (as determined under the fourth step) to determine the increase in the annualized cash dividend.  Sixth, the amount of the increase (as determined under the fifth step) will be divided by the grant date dividend yield (as determined under the third step) to establish the Unit’s value on the exercise date. For all purposes of this Plan, if there is no Per Share Value for Company stock on the date on which an event which requires the stock to be valued, the per share value shall be the Per Share Value for Company stock on the trading date immediately preceding the date on which the stock is required to be valued.

For example, if the Per Share Value of a share of Company stock on the effective date of a Unit’s grant was $30.00, the quarterly dividend rate on the date of grant was $0.49 and the quarterly dividend rate on the date of exercise was $0.55, then the Unit’s value at exercise would be $3.67, determined under the six steps in the preceding paragraph as follows:

(1)	$30.00	[NYSE Closing Price on Date of Grant]
(2)	$  1.96	[$0.49 (Company’s Quarterly Cash Dividend on Date of Grant) x 4]
(3)	6.5333%	[ (2) ÷ (1) ]
(4)	$  2.20	[$0.55 (Company’s Quarterly Cash Dividend on Date of Exercise) x 4]
(5)	$  0.24	[$2.20 - $1.96 = Increase in Annualized Cash Dividend]
(6)	$  3.67	[ (5) ÷ (3) ]

If the Participant had been granted one hundred (100) Units and he exercised all of those Units, he would be entitled to receive whole shares of Company common stock with a value of $367 based on the Per Share Value on the date of exercise.  (The number of shares to be distributed is described under Section 4.2.)

ARTICLE IV

Distributions

4.1.          Time of Payment.  The Partnership will pay to each Participant the value of the Unit or Units, rounded to the nearest whole share of Company common stock, with respect to which a proper and timely election has been made.  Such payment shall be made as soon as practicable following the exercise date.

4.2.          Manner of Payment.  Distribution of a Participant’s benefit under Section 4.1 will be made in a single lump sum in the form of whole shares of Company common stock.  The number of shares to be issued under this Section 4.2 will be based on the Per Share Value on the exercise date of the Units.   For example, if the Per Share Value on the date of exercise was $50.00 and the payment amount determined under Section 3.3 (reduced by any tax withholdings pursuant to Section 3.2(g)) was $367.00, the Participant would be entitled to receive seven (7) shares of Company stock (367 ÷ 50 = 7.34).  On the other hand, if the payment amount determined under Section 3.3 (reduced by any tax withholdings pursuant to Section 3.2(g)) was $380.00, the Participant would be entitled to receive eight (8) shares of Company stock ($380 ÷ 50 = 7.60).

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4.3.          Distribution on Change of Control.  Notwithstanding any other Plan provision to the contrary, each Participant will be entitled to receive, within ninety (90) days of a Change in Control of the Company, a lump sum payment, in cash, of the value of his Units determined under Section 3.3 as of the date of the Change in Control of the Company.  Provided, however no distribution under the Plan shall be made to a Participant who is a Section 16 Grantee as a result of a Change in Control of the Company until six (6) months from the date on which the Units were granted to the Participant.  This limitation shall not apply if the Section 16 Grantee dies or incurs a mental or physical disability which, in the opinion of the Committee, renders the Section 16 Grantee unable or incompetent to carry out the job responsibilities which such Section 16 Grantee held or the tasks to which such Section 16 Grantee was assigned at the time the disability was incurred, and which is expected to be permanent or of an indefinite duration.

ARTICLE V

Miscellaneous

5.1.          Amendment or Termination.  The Board of Directors or the Committee may, at any time, without the approval of the stockholders of the Company (except as otherwise required by applicable law, rule or regulations, or listing requirements of any National Securities Exchange on which are listed any of the Company’s equity securities, including without limitation any shareholder approval requirement of Rule 16b-3 or any successor safe harbor rule promulgated under the Exchange Act), alter, amend, modify, suspend or discontinue the Plan but may not, without the consent of the holder of a Unit, make any alteration which would adversely affect a Unit previously granted under the Plan or, without the approval of the stockholders of the Company, make any alteration which would: (a) increase the aggregate number of shares which could be issued pursuant to the exercise of Units under the Plan, except as provided in Section 5.2; (b) permit any Committee member to become eligible to receive grants of Units under the Plan; (c) withdraw administration of the Plan from the Committee or the Board of Directors; (d) extend the term of the Plan or the maximum period during which any Unit may be exercised; (e) change the manner of calculating the value of Units; or (f) change the class of individuals eligible for the grant of Units under the Plan.

5.2.          Changes in Stock.

(a)           Substitution of Stock and Assumption of Plan.  In the event of any change in the common stock of the Company through stock dividends, split-ups, recapitalizations, reclassifications, conversions, or otherwise, or in

result of any merger, consolidation, reorganization or similar transaction which results in a Change in Control of the Company, then the Committee may make appropriate adjustment or substitution in the aggregate number, price, and kind of shares to be distributed under the Plan and in the calculation of a Unit’s value provided in Section 3.3. The Committee’s determination in this respect shall be final and conclusive. Provided, however, that the Partnership shall not, and shall not permit its Affiliates to, recommend, facilitate or agree or consent to a transaction or series of transactions which would result in a Change of Control of the Company unless and until the person or persons or entity or entities acquiring or succeeding to the assets or capital stock of the Company or any of its Affiliates as a result of such transaction or transactions agrees to be bound by the terms of the Plan so far as its pertains to Units theretofore granted but unexercised and agrees to assume and perform the obligations of the Partnership hereunder.

(b)           Conversion of Stock.  In the event of a Change in Control of the Company pursuant to which another person or entity acquires control of the Company (such other person or entity being the “Successor”), the kind of shares of common stock which shall be subject to the Plan and to each outstanding Unit, shall, automatically, by virtue of such Change in Control of the Company, be converted into and replaced by shares of common stock, or such other class of securities having rights and preferences no less favorable than common stock of the Successor, and the calculation of a Unit’s value shall be correspondingly adjusted, so that, by virtue of such Change in Control of the Company, each Participant shall have the right to receive that number of shares of common stock of the Successor which have a fair market value equal, as of the date of such Change in Control of the Company, to the fair market value, as of the date of such Change in Control of the Company, of the shares of common stock of the Company to which the Units relate.

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5.3.          Information to be Furnished by Participants.  Participants, or any other persons entitled to benefits under this Plan, must furnish to the Committee such documents, evidence, data or other information as the Committee considers necessary or desirable for the purpose of administering the Plan. The benefits under the Plan for each Participant, and each other person who is entitled to benefits hereunder, are to be provided on the condition that he furnish full, true and complete data, evidence or other information, and that he will promptly sign any document reasonably related to the administration of the Plan requested by the Committee.

5.4.          Employment Rights.  The Plan does not constitute a contract of employment and participation in the Plan will not give a Participant the right to be rehired or retained in the employ of the Partnership, nor will participation in the Plan give any Participant any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

5.5.          Evidence.  Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person relying thereon considers pertinent and reliable, and signed, made or presented by the proper party or parties.

5.6.          Gender and Number.  Where the context admits, words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

5.7.          Action by Partnership.  Any action required of or permitted by the Partnership under the Plan shall be by resolution of the Board of Directors or by a person or persons authorized by resolution of the Board of Directors.

5.8.          Controlling Laws.  Except to the extent superseded by laws of the United States, the laws of Indiana shall be controlling in all matters relating to the Plan.

5.9.          Mistake of Fact.  Any mistake of fact or misstatement of fact shall be corrected when it becomes known and proper adjustment made by reason thereof.

5.10.        Severability.  In the event any provisions of the Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and endorsed as if such illegal or invalid provisions had never been contained in the Plan.

5.11.        Effect of Headings.  The descriptive headings of the sections of this Plan are inserted for convenience of reference and identification only and do not constitute a part of this Plan for purposes of interpretation.

5.12.        Nontransferability.  No Unit shall be transferable, except by the Participant’s will or the law of descent and distribution.  During the Participant’s lifetime, his Unit shall be exercisable (to the extent exercisable) only by him.  The Unit and any rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated by him in any way, whether by operation of law or otherwise and shall not be subject to execution, attachment or similar process.

5.13.        Liability.  No member of the Board of Directors or the Committee or any officer or employee of the Partnership or its Affiliates shall be personally liable for any action, omission or determination made in good faith in connection with the Plan. By participating in the Plan, each Participant agrees to release and hold harmless the Partnership, the Affiliates (and their respective directors, officers and employees) and the Committee from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his participation in the Plan.

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5.14.        Funding.  Benefits payable under this Plan to a Participant or to a beneficiary will be paid by the Partnership from its general assets.  Shares of the Company stock to be distributed hereunder shall be acquired by the Partnership either directly from the Company, on the open market or a combination thereof. The Partnership is not required to segregate on its books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan. The Partnership may, however, in its sole discretion, set funds aside in investments to meet its anticipated obligations under the Plan. Any such action or set-aside may not be deemed to create a trust of any kind between the Partnership and any Participant or beneficiary or to constitute the funding of any Plan benefits.  Consequently, any person entitled to a payment under the Plan will have no rights greater than the rights of any other unsecured creditor of the Partnership.

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EX-10.26

EXHIBIT 10.26

AMENDMENT ONE TO THE

1995 DIVIDEND INCREASE UNIT PLAN OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

This Amendment One to the 1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership, as amended and restated effective October 1, 1999 (“Plan”), is hereby adopted this 1st day of June, 2000 by Duke Realty Services Limited Partnership (“Partnership”).  Each capitalized term not otherwise defined herein has the meaning set forth in the Plan.

WITNESSETH:

WHEREAS, the Partnership adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 5.1 of the Plan, the board of directors of Duke Services, Inc. (“Board of Directors”) and the Executive Compensation Committee of the board of directors of Duke-Weeks Realty Corporation (“Committee”) have reserved the right to amend the Plan with respect to certain matters; and

WHEREAS, the Committee has determined to amend Section 3.2 of the Plan to permit Participants who retire on or after attaining age fifty-five (55) to exercise their awards at any time over the remaining term thereof and, with respect to Units granted on or after July 1, 2000, to eliminate the requirement that a Unit be exercised only after a corresponding stock option is exercised and to reduce the value of a Unit by the out-of-the-money value of a corresponding stock option; and

WHEREAS, the Committee has approved and authorized this Amendment One to the Plan;

NOW, THEREFORE, pursuant to the authority reserved to the Committee under Section 5.1 of the Plan, the Plan is hereby amended, effective with respect to all options outstanding as of June 1, 2000 and all options granted after that date, unless otherwise stated herein, in the following particulars:

1.                             By substituting the following for Section 3.2(a) of the Plan:

“(a)         Vesting of Units:  A Participant must be vested in a Unit in order for that Unit to be exercised.  For this purpose, the Committee will specify the vesting schedule for each Unit it grants at the time of the grant. In addition, the Committee may, in its sole discretion, amend such schedule in a manner which causes those Units previously granted under the Plan to vest under a more rapid schedule.  Provided, however, the Committee shall not amend such schedule to provide for the slower vesting of Units previously granted under the Plan. Notwithstanding the foregoing, a Participant will, as of the date of a Change in Control of the Company or his termination of employment due to Permanent and Total Disability, retirement on or after attaining age fifty-five (55) or death, become fully vested in all Units that have been granted to him.”

1.                             By substituting the following for Section 3.2(c) of the Plan, effective with respect to Units granted on or after July 1, 2000:

“(c)         Prior Exercise of Stock Options.  The provisions of this subsection (c) shall apply to Units granted before July 1, 2000; Units granted on or after July 1, 2000 may be exercised without regard to whether a stock option granted under the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc. (the “Stock Option Plan”) on the same date on which the Units were granted (“Corresponding Stock Option”) is exercised on the same date on which the Units were granted.

Units may be exercised only to the extent that the same or a greater number of shares of the Company’s common stock have been acquired by the Participant through the exercise of a Corresponding Stock Option.  Such acquisition may have been prior to or simultaneous with the exercise of such Units. For example, if a Participant was granted an option under the Stock Option Plan to acquire five hundred (500) shares of the Company’s stock on the same date he was granted two hundred (200) Units under the Plan, the Participant may not exercise the two hundred (200) Units granted hereunder until he has acquired at least two hundred (200) shares of stock under that Corresponding Stock Option. Thus, if the Participant has acquired (or simultaneously acquires with his exercise of the Units) one hundred (100) shares under that Corresponding Stock Option, he may at any time on or after the date of such acquisition exercise up to one hundred (100) Units hereunder, as long as all the other Plan conditions and limitations have been satisfied with respect to such exercise, including the satisfaction by the Participant of the vesting requirements applicable to the Units desired to be exercised. An option granted under the Stock Option Plan on a date other than the date on which the Units were granted hereunder is not a Corresponding Stock Option and the exercise thereof may not be used as a basis for the exercise of such Units.”

1.                             By substituting the following for Section 3.2(e) of the Plan:

“(e)         Termination of Employment.  All rights to exercise a Unit shall terminate ninety (90) days after the effective date of the Participant’s termination of employment with the Partnership and its Affiliates, but not later than the date the Unit expires pursuant to its terms, unless such termination is For Cause or

is on account of the Permanent and Total Disability, death or retirement of the Participant on or after attaining age fifty-five (55). Transfer of employment from the Partnership to an Affiliate, or vice versa, shall not be deemed a termination of employment. The Committee shall have the authority to determine in each case whether a leave of absence on military or government service shall be deemed a termination of employment for purposes of this subsection (e).

If a Participant’s employment terminates due to Permanent and Total Disability or death, his right to exercise his Units shall expire one (1) year after his termination of employment (but not later than the date the Unit expires pursuant to its terms). During such period, subject to the limitations of this Plan and the Unit grant, the Participant, his guardian, attorney-in-fact or personal representative, as the case may be, may exercise his Units in full.

If a Participant’s employment terminates due to retirement on or after attaining age fifty-five (55), the Participant shall have the right to exercise his Units at any time during the remaining term thereof.  During such period, subject to the limitations of this Plan and the Unit grant, the Participant may exercise his Units in full.  If the Participant dies during such period, the right to exercise the Units shall continue until the date the Unit expires pursuant to its terms.”

1.                             By substituting the following for Section 3.2(h) of the Plan:

“(h)         Committee Discretion to Extend Time for Exercising Unit.  If a Participant’s employment terminates for any reason other than (i) retirement on or after attaining age fifty-five (55), or (ii) For Cause, the Committee may, in its sole discretion, grant an extension of the periods of time specified in subsection (e) for exercising Units, but not later than the date the Unit expires pursuant to its terms.  During such extended period, subject to the limitations of this Plan and any grant letter which evidences the Company’s grant of the Units to the Participant, the Participant, his guardian, attorney-in-fact or personal representative, as the case may be, may exercise the Units in full.

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1.                             By substituting the following for Section 3.2(i) of the Plan:

“(i)          Committee Discretion to Waive Requirement of Prior Exercise of Stock Options.

(1) This Paragraph (1) shall apply only to Units issued before July 1, 2000.  Notwithstanding the provisions of Section 3.2(c), if a Participant desires to exercise Units but has not yet acquired the same or a greater number of shares of the Company’s common stock through the exercise of options granted under the Stock Option Plan on the same date on which the Units were granted (the “Corresponding Stock Options”), the Committee shall have the discretion to waive the requirement that the Corresponding Stock Options be exercised provided that:

(i)    The exercise price of the Corresponding Stock Options is more than the Per Share Value as of the date on which the Unit is exercised;

(ii)   Pursuant to an amendment to the applicable stock option agreement(s), the Participant forfeits all of his or her rights to the Corresponding Stock Options in an amount which is equal to the number of Units exercised; and

(iii)  The value of each Unit exercised, as otherwise determined under Section 3.3, is reduced, on a dollar-for-dollar basis, by the excess of the per share exercise price of the Corresponding Stock Options over the Per Share Value on the date on which the Unit is exercised.

(2) This Paragraph (2) shall apply only to Units issued on or after July 1, 2000.  In the event a Participant exercises a Unit without acquiring the same or a greater number of shares of the Company’s common stock through the exercise of Corresponding Stock Options and on such date the exercise price of the Corresponding Stock Options is more than the Per Share Value, then the value of each Unit exercised, as otherwise determined under Section 3.3, shall be reduced, on a dollar-for-dollar basis, by the excess of the per share exercise price of the Corresponding Stock Options over the Per Share Value on the date on which the Unit is exercised.”

All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke Realty Services Limited Partnership has executed this Amendment One to the 1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (as Amended and Restated Effective October 1, 1999) this 1st day of June, 2000, but effective as of the dates specified herein.

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EX-10.27

EXHIBIT 10.27

AMENDMENT TWO TO THE

1995 DIVIDEND INCREASE UNIT PLAN OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

This Amendment Two to the 1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership, as amended and restated effective October 1, 1999 (“Plan”), is hereby adopted this 31st day of January, 2001, but effective as of the date specified below, by Duke Realty Services Limited Partnership (“Partnership”).  Each capitalized term not otherwise defined herein has the meaning set forth in the Plan.

WITNESSETH:

WHEREAS, the Partnership adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 5.1 of the Plan, the Board of Directors of Duke Services, Inc. and the Executive Compensation Committee of the Board of Directors of Duke-Weeks Realty Corporation (“Committee”) have reserved the right to amend the Plan with respect to certain matters; and

WHEREAS, the Committee has determined to amend Section 1.5 of the Plan to increase the maximum number of shares available for issuance under the Plan from Four Hundred Thousand (400,000) to One Million Four Hundred Thousand (1,400,000); and

WHEREAS, the Committee has approved and authorized this Amendment Two to the Plan;

NOW, THEREFORE, pursuant to the authority reserved to the Committee under Section 5.1 of the Plan, the Plan is hereby amended, effective as of January 1, 2001, in the following particulars:

1.             By substituting the following for Section 1.5 of the Plan:

“1.5  Shares Covered by the Plan.  The stock which may be issued under the Plan in connection with the exercise of Units shall be shares of authorized common stock of the Company and may be unissued shares or reacquired shares (including shares purchased in the open market), or a combination of the two, as the Committee may from time to time determine. Provided, however, subject to the provisions of Section 5.2 and the provisions of this Section 1.5, the maximum number of shares to be delivered upon the exercise of all Units granted under the Plan shall be One Million Four Hundred Thousand (1,400,000). Shares covered by the grant of a Unit that remains unexercised upon the expiration or termination of the Unit may be made subject to further grants of Units.”

2.             By substituting the following for Section 5.4 of the Plan:

“5.4  Employment Rights.  The Plan does not constitute a contract of employment and participation in the Plan does not give a Participant the right to be rehired or retained in the employment of the Partnership, nor does participation in the Plan give any Participant any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.”

All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke Realty Services Limited Partnership, by a duly authorized officer of its General Partner, has executed this Amendment Two to the 1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (As Amended and Restated Effective October 1, 1999) this 31st day of January, 2001, but effective as of the date specified herein.

EX-10.29

EXHIBIT 10.29

AMENDMENT ONE TO

1995 SHAREHOLDER VALUE PLAN OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

WHEREAS, Duke Realty Services Limited Partnership (“Partnership”) maintains the 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership (“Plan”), which became effective as of October 1, 1995; and

WHEREAS, pursuant to the provisions Section 5.1 of the Plan, the Board of Directors of Duke Services, Inc. (“Board”) and the Executive Compensation Committee of the Board of Directors of Duke Realty Investments, Inc. (“Committee”) have the right to amend, suspend or terminate the Plan or any portion thereof a any time; and

WHEREAS, by resolutions, the Committee has approved and adopted this Amendment One to the Plan, effective as of December 1, 1997.

NOW, THEREFORE, the Plan is hereby amended by adding the following new Section 4.4 to Article IV of the Plan:

“4.4. Deferral of Distributions. Notwithstanding the foregoing, any distribution payable to a Participant under this Plan may he deferred by that Participant under the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership (the “Deferred Plan”), provided that the Participant is a participant in the Deferred Plan and he tiles a deferral election in a timely manner as prescribed by that Deferred Plan. If such an election is made, the benefit that is deferred will cease to be payable under this Plan and will instead he payable under the terms of the Deferred Plan.”

The Plan will remain the same in all other respects except as provided by Amendment One above.

IN WITNESS WHEREOF, Duke Services, Inc., by its officers thereunder duly authorized, adopts on behalf of Duke Realty Services Limited Partnership, this Amendment One this 24(th) day of December, 1997, but effective as of December 1, 1997.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUKE SERVICES, INC.

WHEREAS, the Board of Directors (the “Board”) of Duke Services, Inc. (“Duke Services”), a wholly-owned subsidiary of Duke Realty Investments, Inc. (the “Company”), and the sole general partner of Duke Services Limited Partnership (the “Partnership”) adopted the Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership (the “Deferred Compensation Plan”) and the 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership (the “Shareholder Value Plan”) (together the “Plans”); and

WHEREAS, Section 5.1 of the Deferred Compensation Plan and Section 7.1 of the Shareholder Value Plan permit the Board to amend the Plans or any portion thereof at any time; and

WHEREAS, the Board has determined, in its best judgment, that the Plans should be amended effective as of December 1, 1997 in order to provide for the deferral benefits payable from the Shareholder Value Plan through the Deferred Compensation Plan;

NOW, THEREFORE, BE IT RESOLVED, that the appropriate officers of Duke Services be, and they hereby are, authorized, empowered and directed, for and on behalf of Duke Services to execute, deliver and file such  documents, certificates and other writings, and to take such additional action as may be necessary or appropriate in the discretion of any such officers, to carry out the intent and purpose of this and the foregoing resolutions.

EX-10.30

EXHIBIT 10.30

AMENDMENT TWO TO THE 1995

SHAREHOLDER VALUE PLAN OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

This Amendment Two to the 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership (“Plan”) is hereby adopted this 26^th day of January, 1999 by Duke Services, Inc. (“Company”) as the sole general partner of Duke Realty Services Limited Partnership, effective as of the date specified herein:

W I T N E S S E T H:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 5.1 of the Plan, the Company has reserved the right to amend the Plan with respect to certain matters, by action of the Executive Compensation Committee of the Board of Directors of Duke Realty Investments, Inc. (“Committee”); and

WHEREAS, the Committee has approved an amendment to the Plan which clarifies the that the Valuation Date under the plan shall occur one time each year and that such date shall fall on December 31; and

WHEREAS, the Committee has approved and authorized this Amendment Two;

NOW, THEREFORE, pursuant to the authority reserved to the Company under Section 5.1 of the Plan, the Plan is hereby amended, effective as of January 1, 1997, by substituting the following for Section 1.4(u) of the Plan:

“1.4 (u)   ‘Valuation Date’ means, with respect to a bonus award,
December 31st of the second consecutive year following the year in
which a bonus award Grant Date occurs.”

All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke Services, Inc., as the sole general partner of Duke Realty Services Limited Partnership, by its officer thereunder duly authorized, has executed this Amendment Two to the 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership this 26^th day of January, 1999, but effective as of January 1, 1997.

EX-10.31

EXHIBIT 10.31

AMENDMENT THREE TO THE

1995 SHAREHOLDER VALUE PLAN OF

DUKE REALTY SERVICES LIMITED PARTNERSHIP

This Amendment Three to the 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership (“Plan”) is hereby adopted this 31st day of January, 2001, but effective as of the date specified below, by Duke Services, Inc. (“Company”) as the sole general partner of Duke Realty Services Limited Partnership (“Partnership”).  Each capitalized term not otherwise defined herein has the meaning set forth in the Plan.

W I T N E S S E T H:

WHEREAS, the Partnership adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 5.1 of the Plan, the Board of Directors of Duke Services, Inc. and the Executive Compensation Committee of the Board of Directors of Duke-Weeks Realty Corporation (“Committee”) have reserved the right to amend the Plan with respect to certain matters; and

WHEREAS, the Committee has determined to amend the Plan by reducing the retirement age from age sixty-five (65) to age fifty-five (55); and

WHEREAS, the Committee has approved and authorized this Amendment Three;

NOW THEREFORE, pursuant to the authority reserved to the Committee under Section 5.1 of the Plan, the Plan is hereby amended, effective with respect to all grants of bonus awards outstanding as of January 1, 2001, and all bonus awards granted after that date, in the following particulars:

1.             By substituting the following for Section 3.6 of the Plan:

“3.6         Early Termination of Bonus Award.  If a Participant terminates employment prior to a Valuation Date, all rights to receive any bonus award which would have otherwise been payable on the Valuation Date shall expire and be forfeited unless such termination is on account of the Permanent and Total Disability or death of the Participant or is on or after the Participant has attained age fifty-five (55).  Transfer of employment from the Partnership to an Affiliate, or vice versa, shall not be deemed a termination of employment.  The Committee shall have the authority to determine in each case whether a leave of absence on military or government service shall be deemed a termination of employment for purposes of this Section 3.6.”

2.By substituting the following for Section 3.7 of the Plan:

“3.7         Permanent and Total Disability, Retirement or Death of Participant.  If a Participant’s employment terminates due to his Permanent and Total Disability, retirement on or after age fifty-five (55) or death prior to the Valuation Date applicable to a bonus award, the Participant will become fully vested in such award on his termination.  However, payment of the Participant’s bonus award shall be made as soon as practicable following the date on which the bonus award would have been paid if his employment had not terminated due to Permanent and Total Disability, retirement or death and shall be paid to the Participant, his guardian, attorney-in-fact, or personal representative, as the case may be.”

All other provisions of the Plan shall remain the same.

IN WITNESS WHEREOF, Duke Realty Services Limited Partnership, by a duly authorized officer of its General Partner, has executed this Amendment Three to the 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership this 31st day of January, 2001, but effective as of the date specified herein.

EX-10.35

EXHIBIT 10.35

THIRD AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

DATED AS OF FEBRUARY 28, 2001

AMONG

DUKE-WEEKS REALTY LIMITED PARTNERSHIP,

AS BORROWER,

DUKE-WEEKS REALTY CORPORATION,

AS GENERAL PARTNER AND GUARANTOR,

BANK ONE, NA AS

ADMINISTRATIVE AGENT AND LENDER,

BANC ONE CAPITAL MARKETS, INC.,

AS LEAD ARRANGER AND SOLE BOOK RUNNER

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS SYNDICATION AGENT AND LENDER,

PNC BANK, NATIONAL ASSOCIATION,

AS DOCUMENTATION AGENT AND LENDER

WACHOVIA BANK, N.A., AS MANAGING AGENT AND LENDER,

BANK OF AMERICA N.A., AS MANAGING AGENT AND LENDER,

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
AS MANAGING AGENT AND LENDER,

AMSOUTH BANK, AS CO-AGENT AND LENDER,

FIRSTAR BANK, NATIONAL ASSOCIATION, AS CO-AGENT AND LENDER,

THE SEVERAL OTHER LENDERS

FROM TIME TO TIME PARTIES HERETO

TABLE OF CONTENTS

Table of Contents

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THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

This Agreement, dated as of February 28, 2001, is among Duke-Weeks Realty Limited Partnership, an Indiana limited partnership (the “Borrower”), Duke-Weeks Realty Corporation, an Indiana corporation (the “General Partner” and the “Guarantor”), Banc One Capital Markets, Inc. (“BOCM”) (the “Arranger”), Bank One, NA (“Bank One”) as a Lender and not individually, but as “Administrative Agent”, Wells Fargo Bank, National Association (“Wells Fargo”) as Syndication Agent, PNC Bank, National Association (“PNC”), as Documentation Agent, Bank of America, N.A. (“BOA”), Commerzbank AG, New York and Grand Cayman Branches (“Commerz”), and Wachovia Bank, N.A. (“Wachovia”) as Managing Agents, AmSouth Bank (“AmSouth”) and Firstar Bank, National Association (“Firstar”), as Co-Agents, and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, with Bank One, Wells Fargo, PNC, Bank of America, Commerz, Wachovia, AmSouth and Firstar, the “Lenders”).

RECITALS

A.            The Borrower is primarily engaged in the business of purchasing, developing, owning, operating, leasing and managing office, industrial and retail properties.

B.            The General Partner, the Borrower’s sole general partner, is listed on the New York Stock Exchange and is qualified as a real estate investment trust. The General Partner owns approximately 87% of the total partnership units in the Borrower and various limited partners in the Borrower own approximately 13% of such partnership units.

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C.            The Borrower, General Partner, the Administrative Agent, and certain of the Lenders are parties to a Second Amended and Restated Revolving Credit Agreement dated as of September 24, 1998, (as previously amended, the “Existing Credit Agreement”) pursuant to which the Lenders that are parties thereto agreed to make loans to the Borrower in the maximum aggregate amount of $450,000,000.

D.            The Borrower and the General Partner have requested that the Lenders modify and extend the Existing Credit Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto amend and restate in its entirety the Existing Credit Agreement as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement:

“ABR Advance” means an Advance which bears interest at the ABR Rate.

“ABR Applicable Margin” means, as of any date, the Applicable Margin in effect on such date with respect to ABR Advances and ABR Loans.

“ABR Loan” means a Loan which bears interest at the ABR Rate.

“ABR Rate” means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) ABR Applicable Margin for such day, in each case changing when and as the Prime Rate changes.

“Absolute Interest Period” means, with respect to a Competitive Bid Loan made at an Absolute Rate, a period of one, two, three or six months as requested by Borrower in a Competitive Bid Quote Request and confirmed by a Lender in a Competitive Bid Quote but in no event extending beyond the Facility Termination Date. If an Absolute Interest Period would end on a day which is not a Business Day, such Absolute Interest Period shall end on the next succeeding Business Day.

“Absolute Rate” means a fixed rate of interest (rounded to the nearest 1/100 of 1%) for an Absolute Interest Period with respect to a Competitive Bid Loan offered by a Lender and accepted by the Borrower at such rate.

“Administrative Agent” means Bank One, NA in its capacity as contractual representative for the Lenders pursuant to Article XI, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article XI.

“Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans (including Swing Line Loans and Competitive Bid Loans) made by some or all of the Lenders to the Borrower of the same Type and, in the case of LIBOR Advances, for the same Interest Period.

“Adjusted EBITDA” means EBITDA less Capital Expenditure Reserve Amount.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.  A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, which initially shall be $500,000,000, and which may be changed in accordance with Section 2.1.

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“Agreement” means this Third Amended and Restated Revolving Credit Agreement, as it may be amended or modified and in effect from time to time.

“Allocated Facility Amount” means, at any time, the sum of all then outstanding Advances and the then outstanding Facility Letter of Credit Obligations.

“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.

“Applicable Margin” means the applicable margin set forth in the table in Exhibit A used in calculating the interest rate applicable to the various Types of Advances which shall vary from time to time in accordance with Borrower’s and Guarantor’s long term unsecured debt ratings.

“Arranger” means BOCM.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assets Under Development” means, as of any date of determination, any Project owned by the Borrower or any of its Subsidiaries on which the construction of new income-producing building or buildings has been commenced and is continuing, both such land and improvements under construction to be valued for purposes of this Agreement at then-current book value, as determined in accordance with GAAP.

“Authorized Officer” means any of Darrell E. Zink, Dennis D. Oklak, Gary Burk, Matthew A. Cohoat, or Michael D. Pitts or Thomas L. Hefner acting singly.

“Bank One” means Bank One, NA in its individual capacity, and its successors.

“Borrower” means Duke-Weeks Realty Limited Partnership, an Indiana limited partnership, and its successors and permitted assigns.

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” is defined in Section 2.10.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of LIBOR Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois, and San Francisco, California for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois and San Francisco, California for the conduct of substantially all of their commercial lending activities.

“Capital Expenditure Reserve Amount” means, for any quarter, the greater of (i) 6% of EBITDA for such quarter or (ii) the average quarterly capital expenditures, leasing commissions and tenant improvement costs except for leasing commissions and tenant improvement costs associated with the initial leasing of space not previously occupied (i.e., first generation space) for the four most recently completed quarters.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation and any and all warrants or options to purchase any of the foregoing.

“Capitalized Lease” of a Person means any lease of Property imposing obligations on such Person, as lessee thereunder, which are required in accordance with GAAP to be capitalized on a balance sheet of such Person.

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“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Equivalents” means, as of any date, (i) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposit having maturities of not more than one year from such date and issued by any domestic commercial bank having (A) senior long-term unsecured debt rated at least A or the equivalent thereof by S&P, A or the equivalent thereof by Duff & Phelps or A2 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $500,000,000, and (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P, A-1 or the equivalent thereof by Fitch or P-1 or the equivalent thereof by Moody’s and in any such case maturing within 90 days from such date.

“Closing Date” means the date of this Agreement.

“Co-Agents” means AmSouth and Firstar.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Commitment” means, for each Lender, the obligation of such Lender to make Loans to, and participate in Facility Letters of Credit issued upon the application of, the Borrower in an aggregate amount not exceeding the amount set forth opposite its signature below or as set forth in any Notice of Assignment relating to any assignment that has become effective pursuant to Section 13.3.2, as such amount may be modified from time to time pursuant to the terms hereof.

“Competitive Bid Borrowing Notice” is defined in Section 2.15(f).

“Competitive Bid Lender” means a Lender or Designated Lender which has a Competitive Bid Loan outstanding.

“Competitive Bid Loan” is a Loan made pursuant to Section 2.15 hereof.

“Competitive Bid Note” means the promissory note payable to the order of each Lender in the form attached hereto as Exhibit B-2 to be used to evidence any Competitive Bid Loans which such Lender elects to make (collectively, the “Competitive Bid Notes”).

“Competitive Bid Quote” means a response submitted by a Lender to the Administrative Agent or the Borrower, as the case may be with respect to an Invitation for Competitive Bid Quotes in the form attached as Exhibit C-3.

“Competitive Bid Quote Request” means a written request from Borrower to Administrative Agent in the form attached as Exhibit C­1.

“Competitive LIBOR Margin” means, with respect to any Competitive Bid Loan for a LIBOR Interest Period, the percentage established in the applicable Competitive Bid Quote which is to be used to determine the interest rate applicable to such Competitive Bid Loan.

“Condemnation” is defined in Section 8.9.

“Consolidated Net Income” means, for any period, consolidated net income (or loss) of the General Partner, the Borrower and their Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any other Person accrued prior to the date it becomes a Subsidiary of the General Partner or the Borrower or is merged into or consolidated with the General Partner, the Borrower or any of their Subsidiaries and (b) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary.

“Consolidated Net Worth” means, as of any date of determination, an amount equal to (a) Market Capitalization as of such date minus (b) Total Liabilities as of such date.

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“Consolidated Secured Indebtedness” means, as of any date of determination, the sum of (a) the aggregate principal amount of all Indebtedness of the General Partner, the Borrower and their respective Subsidiaries outstanding at such date which is secured by a Lien on any asset of the General Partner, the Borrower or any of their respective Subsidiaries and (b) the excess, if any, of (i) the aggregate principal amount of all Unsecured Indebtedness of the Subsidiaries of the General Partner or the Borrower over (ii) $5,000,000, determined on a consolidated basis in accordance with GAAP and (c) the General Partner’s and Borrower’s pro rata share of any secured debt in Investment Affiliates.

“Consolidated Senior Unsecured Indebtedness” means, as of any date of determination, the sum of the aggregate principal amount of all Indebtedness of the General Partner, the Borrower and their Subsidiaries outstanding at such date, including the Facility Letter of Credit Obligations, which does not constitute Consolidated Secured Indebtedness, but excluding Indebtedness which is contractually subordinated to the Indebtedness of the General Partner, the Borrower and their Subsidiaries under the Loan Documents on customary terms acceptable to the Administrative Agent.

“Consolidated Total Indebtedness” means, as of any date of determination, all Indebtedness of the General Partner, the Borrower and their respective Subsidiaries outstanding at such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Unsecured Indebtedness” means, as of any date of determination, the sum of the aggregate principal amount of all Indebtedness of the General Partner, the Borrower and their Subsidiaries outstanding at such date, including the Facility Letter of Credit Obligations, which does not constitute Consolidated Secured Indebtedness.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the General Partner, the Borrower or any of their Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Conversion/Continuation Notice” is defined in Section 2.11.

“Debt Service” means, for any fiscal quarter, Interest Expense plus scheduled principal  amortization payments (excluding balloon payments), provided that in the case of amortization payments made less frequently than quarterly, 25% of the aggregate amortization payments for the fiscal year including such fiscal quarter shall be included in Debt Service for such quarter.

“Default” means a Default described in Article VIII.

“Defaulting Lender” means any Lender which fails or refuses to perform its obligations under this Agreement within the time period specified for performance of such obligation, or, if no time frame is specified, if such failure or refusal continues for a period of five Business Days after written notice from the Administrative Agent; provided that if such Lender cures such failure or refusal, such Lender shall cease to be a Defaulting Lender.

 “Designated Lender” means any Person who has been designated by a Lender to fund Competitive Bid Loans.

“Designating Lender” is defined in Section 13.4.

“Designation Agreement” means a designation agreement entered into by a Lender (other than a Designated Lender) and a Designated Lender, and accepted by the Administrative Agent and Borrower, in substantially the form of Exhibit I hereto.

“Documentation Agent” means PNC.

“EBITDA” means operating income before extraordinary items, equity in earnings of Investment Affiliates and minority interest in earnings, as reported by the General Partner, the Borrower and their Subsidiaries in accordance with GAAP, plus (i) Interest Expense (excluding the General Partner’s and the Borrower’s pro rata share of interest expense of Investment Affiliates), depreciation, amortization and income tax (if any) expense plus (ii) (without redundancy) the General Partner’s and the Borrower’s pro rata share of Net Operating Income from Investment Affiliates.

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“Environmental Laws” means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect, in each case to the extent the foregoing are applicable to the General Partner, the Borrower or any Subsidiary or any of their respective assets or Projects.

“Equity Value” means Net Operating Income capitalized at a 9.5% rate less any Indebtedness or, in the case of assets acquired after the closing of the Facility, the purchase price less any Indebtedness attributable to such asset.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall income or net worth, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized or (ii) the jurisdiction in which the Administrative Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located.

“Facility Fee” is defined in Section 2.5.

“Facility Letter of Credit” means a Letter of Credit issued hereunder.

“Facility Letter of Credit Obligations” means, as at the time of determination thereof, all liabilities, whether actual or contingent, of the Borrower with respect to Facility Letters of Credit, including the sum of (a) the Reimbursement Obligations and (b) the aggregate undrawn face amount of the then outstanding Facility Letters of Credit.

“Facility Termination Date” means February 28, 2004.

“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10 a.m. (Chicago time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“Fitch” means Fitch, Inc., and its successors.

“Fixed Charges” means, for any fiscal quarter, Debt Service for such quarter plus Preferred Dividends.

“Funded Percentage” means, with respect to any Lender at any time, a percentage equal to a fraction the numerator of which is the amount actually disbursed and outstanding to Borrower by such Lender at such time (including Swing Line Loans and Competitive Bid Loans), and the denominator of which is the total amount disbursed and outstanding to Borrower by all of the Lenders at such time (including Swing Line Loans and Competitive Bid Loans).

“Funds From Operations” means, for any period, Consolidated Net Income for such period without giving effect to depreciation and amortization, gains or losses from extraordinary items, gains or losses on sales of real estate, gains or losses on investments in marketable securities and any provisions for or benefits from income taxes for such period.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 7.1.

“General Partner” means Duke-Weeks Realty Corporation, an Indiana corporation, the sole general partner of the Borrower, and its successors and assigns.

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“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee Obligation” means, as to any Person (the “guaranteeing person”), any obligation (determined without duplication) of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any Letter of Credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counter-indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided, that in the absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. Notwithstanding the foregoing, the term Guarantee Obligation shall not include a Guarantee by Borrower or General Partner of secured Indebtedness of an Investment Affiliate (“Investment Affiliate Debt”) if all of the following conditions are met:

(a)           The Guarantee provided by the Borrower and/or General Partner is limited to an amount not greater than 50% of the value of the properties securing the Investment Affiliate Debt (computed by capitalizing the Property Operating Income from such properties at a rate of 9.5%), and

(b)           The Investment Affiliate Debt is for a stabilized property (defined for this test as a property that is at least 90% occupied or a property that has been in operation for greater than one year) or pool of stabilized properties, and

(c)           The amount of the Investment Affiliate Debt that is being guaranteed (together with any other Investment Affiliate Debt of such Investment Affiliate that is secured by the same collateral that secures the Investment Affiliate Debt being guarantied) is not more than 50% of the value of the properties securing such Investment Affiliate Debt (computed by capitalizing the Property Operating Income from such properties at a rate of 9.5%), and,

(d)           The aggregate amount excluded under Guarantee Obligations does not exceed 2.5% of Market Capitalization.

“Guarantor” means the General Partner in its capacity as the guarantor under the  Guaranty.

“Guaranty” means that certain Third Amended and Restated Guaranty of even date herewith executed by the Guarantor in favor of the Administrative Agent, for the ratable benefit of the Lenders, as it may be amended or modified and in effect from time to time.

“Indebtedness” of any Person at any date means without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), to the extent such obligations constitute indebtedness for the purposes of GAAP, (c) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (d) all Capitalized Lease Obligations, (e) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (f) all Guarantee Obligations of such Person (excluding in any calculation of consolidated indebtedness of the Borrower, Guarantee  Obligations of the Borrower in respect of primary obligations of any Subsidiary), (g) all reimbursement obligations of such Person for letters

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of credit and other contingent liabilities to the extent not otherwise included under another clause of this definition, (h) all liabilities secured by any lien (other than liens for taxes not yet due and payable) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (i) any repurchase obligation or liability of such Person or any of its Subsidiaries with respect to accounts or notes receivable sold by such Person or any of its Subsidiaries, (j) any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of such Person, (k) such Person’s pro rata share of debt in Investment Affiliates and (l) any loans where such Person is liable as a general partner.

“Indemnified Parties” means Arranger and the Administrative Agent.

“Interest Expense” means all interest expense of the General Partner, the Borrower and their Subsidiaries determined in accordance with GAAP plus (i) the General Partner’s and the Borrower’s pro rata share of interest expense in Investment Affiliates, (ii) capitalized interest not covered by an interest reserve from a loan facility, (iii) 100% of any accrued, or paid interest incurred on any obligation for which the Borrower or the General Partner is wholly or partially liable under repayment, interest carry, or performance guarantees, or other relevant liabilities, provided that no expense shall be included more than once in such calculation even if it falls within more than one of the foregoing categories.

“Interest Period” means a LIBOR Interest Period or Absolute Interest Period.

“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person.

“Investment Affiliate” means any Person in which the General Partner or the Borrower, directly or indirectly, has an ownership interest, whose financial results are not consolidated under GAAP with the financial results of the General Partner or the Borrower on the consolidated financial statements of the General Partner or the Borrower.

“Invitation for Competitive Bid Quotes” means a written notice to the Lenders from the Administrative Agent in the form attached as Exhibit C-2 for Competitive Bid Loans made pursuant to Section 2.15.

“Issuing Bank” means, with respect to each Facility Letter of Credit, the Lender which issues such Facility Letter of Credit.

“Lender Affiliate” means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Lenders” means the lending institutions listed on the signature pages of this Agreement, their respective successors and assigns and any other lending institutions that subsequently become parties to this Agreement pursuant to Section 13.3 and except when used in reference to an obligation of the Lenders which is based on their Percentage of the Aggregate Commitment, each Designated Lender.

“Lending Installation” means, with respect to a Lender, any office, branch, subsidiary or affiliate of such Lender.

“Letter of Credit” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

“Letter of Credit Collateral Account” is defined in Section 3.13.

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“LIBOR Advance” means an Advance which bears interest at a LIBOR Rate, whether a ratable Advance based on the LIBOR Applicable Margin or a Competitive Bid Loan based on a Competitive LIBOR Margin.

“LIBOR Applicable Margin” means, as of any date with respect to any LIBOR Interest Period, the Applicable Margin in effect for such LIBOR Interest Period as determined in accordance with Section 2.4 hereof.

“LIBOR Base Rate” means, with respect to a LIBOR Advance for the relevant LIBOR Interest Period, the offered rate for the period equal to or next greater than the LIBOR Interest Period for U.S. Dollar deposits of not less than $1,000,000.00 as of 11:00 A.M. City of London, England time two Business Days prior to the first day of the LIBOR Interest Period as shown on the display designated as “British Bankers Association Interest Settlement Rates” on Reuters for the purpose of displaying such rate.  In the event that such rate is not available on Reuters, then such offered rate shall be otherwise independently determined by Administrative Agent from an alternate, substantially similar independent source available to Administrative Agent or shall be calculated by Administrative Agent by a substantially similar methodology as that theretofore used to determine such offered rate.

“LIBOR Interest Period” means with respect to a LIBOR Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement.  Such LIBOR Interest Period shall end on (but exclude) the day which corresponds numerically to such date one, two, three or six months thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such LIBOR Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month.  If a LIBOR Interest Period would otherwise end on a day which is not a Business Day, such LIBOR Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such LIBOR Interest Period shall end on the immediately preceding Business Day.  In no event shall a LIBOR Interest Period extend beyond the then current Facility Termination Date.

“LIBOR Loan” means a Loan which bears interest at a LIBOR Rate.

“LIBOR Rate” means, with respect to a LIBOR Advance for the relevant LIBOR Interest Period, the sum of (i) the quotient of (a) the LIBOR Base Rate applicable to such LIBOR Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such LIBOR Interest Period, plus (ii) the LIBOR Applicable Margin in effect on the day that such LIBOR Base Rate was determined. The LIBOR Rate shall be rounded to the next higher multiple of 1/100 of 1% if the rate is not a multiple of 1/16 of 1% or of 1/100 of 1%.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan” means, with respect to a Lender, such Lender’s portion of any Advance.

“Loan Documents” means this Agreement, the Notes, the Guaranty, and any other document from time to time evidencing or securing indebtedness or obligations incurred by the General Partner or the Borrower under this Agreement, as any of the foregoing may be amended or modified from time to time.

“Managing Agents” means Wachovia, BOA, and Commerz.

“Market Capitalization” means (a) Total Property Operating Income capitalized at 9.5%, plus (b) ”earnings from service operations” capitalized at 20%, plus (c) 50% of Assets Under Development (75% for a property that has signed leases for 75% or more of the square feet of the space), plus (d) the amount of any cash equivalents, excluding tenant security and other restricted deposits, plus (e) the lower of book value or market value of land not under development.

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“Material Adverse Effect” means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the General Partner, the Borrower and their Subsidiaries taken as a whole, (ii) the ability of the General Partner or the Borrower to perform their obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maximum Legal Rate” means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or in the Note or other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the General Partner, the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

“Net Operating Income” means, with respect to any Investment Affiliate or Subsidiary, for any period, such entity’s operating income minus all operating expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the generation of such operating income but excluding interest expense and other debt service charges and any non–cash charges such as depreciation or amortization of financing costs.

“Note” means a promissory note, in substantially the form of Exhibit B-1 hereto, duly executed by the Borrower and payable to the order of a Lender in the amount of its Commitment, including any amendment, modification, renewal or replacement of such promissory note or a competitive bid note, in substantially the form of Exhibit B-2 hereto, duly executed by the Borrower and payable to the order of a Competitive Bid Lender, including any amendment, modification, renewal or replacement of such note.

“Notice of Assignment” is defined in Section 13.3.2.

“Obligations” means the Advances, the Facility Letter of Credit Obligations and all accrued and unpaid fees and all other obligations of Borrower to the Administrative Agent or the Lenders arising under this Agreement or any of the other Loan Documents.

“Other Taxes” is defined in Section 4.5(ii).

“Participants” is defined in Section 13.2.1.

“Payment Date” means, with respect to the payment of interest accrued on any Advance, the first day of each calendar month.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Percentage” means for each Lender the ratio that such Lender’s Commitment bears to the Aggregate Commitment, expressed as a percentage.

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“Permitted Liens” are defined in Section 7.15.

“Person” means any natural person, corporation, firm, joint venture, partnership, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the General Partner, the Borrower or any member of the Controlled Group may have any liability.

“Preferred Dividends” shall mean, for any period, without duplication of such amounts as constitute intercompany debts or distributions, the sum of (a) dividends or distributions due and payable or accrued during such period on preferred stock issued by General Partner or a Subsidiary, and (b) distributions which are the functional equivalent of preferred dividends (i.e., which the issuer is required to make prior to distributions on another class or other classes of partnership interests) and which are due and payable or accrued during such period on preferred partnership interests issued by Borrower or any other Subsidiary.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Project” means any real estate asset owned or operated by the Borrower or any Subsidiary and operated or intended to be operated as an office, industrial or retail property.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Property Operating Income” means, with respect to any Project or other real estate asset, for any period, earnings from rental operations (computed in accordance with GAAP) attributable to such Project or other real estate asset plus depreciation, amortization and interest expense for such period, and, if such period is less than a year, adjusted by straight lining various ordinary operating expenses which are payable less frequently than once during every such period (e.g. real estate taxes and insurance).

“Purchasers” is defined in Section 13.3.1.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Reimbursement Obligations” means at any time, the aggregate of the Obligations of the Borrower to the Lenders, the Issuing Bank and the Administrative Agent in respect of all unreimbursed payments or disbursements made by the Lenders, the Issuing Bank and the Agent under or in respect of the Facility Letters of Credit.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Required Lenders” means Lenders in the aggregate having at least 66 2/3% of the Aggregate Commitment (not held by Defaulting Lenders who are not entitled to vote) or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 66 2/3% of the aggregate unpaid principal amount of the outstanding Advances (not held by Defaulting Lenders who are not entitled to vote).

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“Reserve Requirement” means, with respect to a LIBOR Interest Period, the maximum aggregate reserve requirement on Eurocurrency liabilities.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Single Employer Plan” means a Plan maintained by the General Partner or the Borrower or any member of the Controlled Group for employees of the General Partner or the Borrower or any member of the Controlled Group.

“Subsidiary” means, as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person, including all subsidiaries consolidated pursuant to GAAP.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower or the General Partner.

“Subsidiary Guarantor” means a Subsidiary of Borrower or General Partner that does not have any Indebtedness and which executes and delivers a Subsidiary Guaranty.

“Subsidiary Guaranty” means any guaranty executed and delivered by any Subsidiary of the Borrower or General Partner, substantially in the form of Exhibit K, as the same may be amended, supplemented or otherwise modified from time to time.

“Substantial Portion” means, with respect to the Property of the General Partner, the Borrower or their Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the General Partner, the Borrower and their Subsidiaries as disclosed on the most recently issued quarterly consolidated financial statements of the General Partner, the Borrower and their Subsidiaries, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the General Partner, the Borrower and their Subsidiaries as reflected in the financial statements referred to in clause (i) above.

“Swing Line Lender” shall mean Administrative Agent, in its capacity as a Lender.

“Swing Line Loans” means loans of up to $40,000,000 made by the Swing Line Lender in accordance with Section 2.14 hereof.

“Syndication Agent” means Wells Fargo.

“S&P” means Standard & Poor’s Ratings Group and its successors.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

“Total Liabilities” means all Indebtedness plus all other GAAP liabilities of the Borrower, General Partner and their respective Subsidiaries.

“Total Property Operating Income” means the sum of (i) earnings from rental operations (computed in accordance with GAAP) plus depreciation, amortization and interest expense (adjusted for any acquisitions and divestitures), and (ii) (without redundancy) the Borrower’s pro rata share of Net Operating Income from Investment Affiliates. The earnings from rental operations shall be adjusted to include pro forma earnings (as substantiated to the satisfaction of the Administrative Agent) for an entire quarter for any property acquired or placed in service during the quarter and to exclude earnings during such quarter from any property not owned as of the end of the quarter.

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“Transferee” is defined in Section 13.5.

“Type” means, with respect to any Advance, its nature as a ABR Advance or a LIBOR Advance.

“Unencumbered Asset” means, with respect to any Project which is in service, at any date of determination, the circumstance that such asset on such date (a) is not subject to any Liens or claims (including restrictions on transferability or assignability) of any kind (including any such Lien, claim or restriction imposed by the organizational documents of the Borrower or any Subsidiary, but excluding Permitted Liens other than those identified in Sections 7.15(v) and (vi)), (b) is not subject to any agreement (including (i) any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset, and (ii) if applicable, the organizational documents of the Borrower or any Subsidiary) which prohibits or limits the ability of the General Partner, the Borrower or any of their Subsidiaries to create, incur, assume or suffer to exist any Lien upon any assets or Capital Stock of the General Partner, the Borrower or any of their Subsidiaries, and (c) is not subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) which entitles any Person to the benefit of any Lien (but excluding Permitted Liens other than those identified in Sections 7.15(v) and (vi)) on any assets or Capital Stock of the General Partner, the Borrower or any of their Subsidiaries, or would entitle any Person to the benefit of any Lien (but excluding Permitted Liens other than those identified in Sections 7.15(v) and (vi)) on such assets or Capital Stock upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause), and (d) is 100% owned in fee simple by the Borrower or a Subsidiary Guarantor. For the purposes of this Agreement, any Property of a Subsidiary shall not be deemed to be unencumbered unless both (i) such Property and (ii) all Capital Stock of such Subsidiary held by the General Partner or the Borrower is unencumbered.

“Unfunded Liabilities” means the amount (if any) by which the present value of all vested nonforfeitable benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Unrestricted Cash and Cash Equivalents” means, as of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash then held by the Borrower or any of its consolidated Subsidiaries and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at the lower of cost and fair market value) then held by the Borrower or any of its consolidated Subsidiaries. As used in this definition, “Unrestricted” means the specified asset is not subject to any Liens or claims of any kind in favor of any Person.

“Value of Unencumbered Assets” means, as of the end of a quarter, the value of all Unencumbered Assets as of such date (other than those that are not approved by the Required Lenders), determined by capitalizing the Property Operating Income for such quarter (as annualized) from such Unencumbered Assets at a rate of 9.5%. The Required Lenders shall have the right to approve assets which are included in the determination of the Value of Unencumbered Assets. The substitution or addition of new assets shall also be subject to the approval of the Required Lenders. If an approved asset is acquired during a quarter then Borrower shall be entitled to include pro forma Property Operating Income from such property for the entire quarter in the foregoing calculation. If an asset is not owned as of the last day of a quarter then no value shall be included based on capitalizing Property Operating Income from such asset.

“Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

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The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

THE CREDIT

2.1           Commitment.  From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, subject to the terms and conditions set forth in this Agreement, to make Loans to the Borrower from time to time prior to the Facility Termination Date, provided that the making of any such Loan will not cause the total of the outstanding principal balance of all Loans (including Swing Line Loans and Competitive Bid Loans) and the Facility Letter of Credit Obligations to exceed the Aggregate Commitment. Except for Swing Line Loans and Competitive Bid Loans each Lender shall fund its Percentage of each Advance and no Lender will be required to fund any amount, which when aggregated with such Lender’s Percentage of: (i) all other Advances (other than Competitive Bid Loans) then outstanding, (ii) Facility Letter of Credit Obligations, and (iii) all Swing Line Loans, would exceed such Lender’s Commitment.  Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments of each Lender to lend hereunder shall expire on the Facility Termination Date. The Aggregate Commitment may be increased from time to time by the addition of a new Lender or the increase of the Commitment of an existing Lender with the consent of only the Borrower, the Administrative Agent, and the new or existing Lender providing such additional Commitment so long as the Aggregate Commitment does not exceed $600,000,000 less any voluntary reductions pursuant to Section 2.7. Such increases shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of Exhibit J attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. On the effective date of each such increase in the Aggregate Commitment, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their Percentage of all ratable Advances outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Advances made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Advances to achieve such result. Borrower agrees to pay all fees associated with the increase in the Aggregate Commitment including any amounts due under Section 4.4 in connection with any reallocation of LIBOR Advances. In no event will such new or existing Lenders providing the increase be required to fund or purchase a portion of any Competitive Bid Loan or Swingline Loan to comply with this Section on such date.

2.2           Final Principal Payment.  Any outstanding Advances and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date.

2.3           Loans.  Each Advance hereunder shall consist of Loans made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment except for Swing Line Loans which shall be made by the Swing Line Lender in accordance with Section 2.14 and Competitive Bid Loans made in accordance with Section 2.15.  The Advances may be ABR Advances or LIBOR Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.10 and 2.11.

2.4           Applicable Margins. The ABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances shall vary from time to time in accordance with the long-term unsecured debt ratings from Moody’s, Fitch and S&P of the General Partner and the Borrower. In the event the General Partner and the Borrower have different ratings, the rating of the higher rated entity shall be used. In the event the rating agencies are split on the rating for the higher rated entity, the second highest rating for such entity shall be deemed to be the applicable rating (e.g., if the higher rated entity’s Moody’s debt rating is Baa1, its S&P debt rating is BBB and its Fitch’s rating is BBB, then the Applicable Margins shall be computed based on the S&P rating), and the Applicable Margins shall be adjusted effective on the next Business Day following any change in the higher rated entity’s Moody’s

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debt rating, S&P’s debt rating and/or Fitch’s debt rating, as the case may be. The applicable debt ratings and the Applicable Margins are set forth in the table attached as Exhibit A. In the event that S&P, Fitch or Moody’s or any two of them shall discontinue their ratings of the REIT industry, the General Partner or the Borrower, a mutually agreeable substitute rating agency (or two mutually agreeable substitute agencies if two of the existing rating agencies discontinue such ratings) shall be selected by the Required Lenders and the Borrower. If the Required Lenders and the Borrower cannot agree on a substitute rating agency or substitute rating agencies within thirty (30) days of such discontinuance, or if S&P, Fitch, and Moody’s shall discontinue their ratings of the REIT industry, the Borrower, or the General Partner, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type.

If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin, the LIBOR Applicable Margin, or Facility Fee Rate and if such increase is reversed and the affected Applicable Margin is restored within ninety (90) days thereafter, at the Borrower’s request, the Borrower shall receive a credit against interest next due the Lenders equal to interest accrued from time to time during such period of downgrade or discontinuance and actually paid by the Borrower on the Advances at the differential between such Applicable Margins, and the differential of the Facility Fee paid during such period of downgrade.

If a rating agency upgrade results in a decrease in the ABR Applicable Margin, LIBOR Applicable Margin or Facility Fee Rate and if such upgrade is reversed  and the affected Applicable Margin is restored within ninety (90) days thereafter, Borrower shall be required to pay an amount to the Lenders equal to the interest differential on the Advances and the differential on the Facility Fees during such period of upgrade.

2.5           Facility Fee.  The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee (the “Facility Fee”) calculated at a per annum percentage (“Facility Fee Rate”) of the total Aggregate Commitment.  The Facility Fee Rate shall vary from time to time based on the Borrower’s or General Partner’s long term unsecured debt rating as set forth in the table attached hereto as Exhibit A, and determined in a manner consistent with the provisions of Section 2.4 relating to Applicable Margins, and the Facility Fee shall be payable quarterly in arrears on the last day of each calendar quarter hereafter beginning March 31, 2001 and on the Facility Termination Date.

2.6           Other Fees.  The Borrower will pay to Administrative Agent for the benefit of the Lenders on or before the date hereof the fees specified in that certain Fee Letter dated November 27, 2000.

2.7           Voluntary Reduction of Aggregate Commitment Amount.  Upon at least fifteen (15) days prior irrevocable written notice (or telephone notice promptly confirmed in writing) to the Administrative Agent, Borrower shall have the right, without premium or penalty, to terminate permanently the Aggregate Commitment in whole or in part provided that (a) Borrower may not reduce the Aggregate Commitment below the Allocated Facility Amount at the time of such requested reduction, and (b) any such partial termination shall be in the minimum aggregate amount of Five Million Dollars ($5,000,000.00) or any integral multiple of Five Million Dollars ($5,000,000.00) in excess thereof.  Any partial termination of the Aggregate Commitment shall be applied pro rata to each Lender’s Commitment.

2.8           Minimum Amount of Each Advance.  Each LIBOR Advance shall be in the minimum amount of $2,000,000 (and in multiples of $1,000,000 if in excess thereof), and each ABR Advance shall be in the minimum amount of $1,000,000 (and in multiples of $500,000 if in excess thereof), provided, however, that any ABR Advance may be in the amount of the unused Aggregate Commitment.

2.9           Optional Principal Payments.  The Borrower may from time to time pay, without penalty or premium, all or any part of outstanding ABR Advances upon two Business Days’ prior notice to the Administrative Agent.  The Borrower may from time to time pay a LIBOR Advance, provided a LIBOR Advance may not be paid prior to the last day of the

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applicable Interest Period unless accompanied by any amount due pursuant to Section 4.4.  A Competitive Bid Loan may not be paid prior to its maturity, provided, however, that if a Competitive Bid Loan becomes due prior to its stated maturity due to acceleration of the Obligations, then payment of such Competitive Bid Loan shall be accompanied by any amount due pursuant to Section 4.4.

2.10         Method of Selecting Types and Interest Periods for New Advances.  The Borrower shall select the Type of Advance and, in the case of each LIBOR Advance, the Interest Period applicable to each Advance from time to time.  The Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) (i) not later than 10:00 a.m. Chicago time, at least one (1) Business Day before the Borrowing Date of each ABR Advance, (ii) not later than 10:00 a.m. Chicago time, at least three (3) Business Days before the Borrowing Date for each LIBOR Advance, and (iii) not later than 11:00 a.m. Chicago time on the Borrowing Date for each Swing Line Loan, specifying:

(a)           the Borrowing Date, which shall be a Business Day, of such Advance,

(b)           the aggregate amount of such Advance,

(c)           the Type of Advance selected (which must be a ABR Advance in the case of the Swing Line Loans), and

(d)           in the case of each LIBOR Advance, the Interest Period applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall make available its Loan or Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIV. The Lenders shall not be obligated to match fund their LIBOR Advances. The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.

No Interest Period may end after the Facility Termination Date and, unless all of the Lenders otherwise agree in writing, in no event may there be more than seven (7) different Interest Periods for LIBOR Advances (other than Competitive Bid Loans) outstanding at any one time.

2.11         Conversion and Continuation of Outstanding Advances.  ABR Advances shall continue as ABR Advances unless and until such ABR Advances are converted into LIBOR Advances.  Each LIBOR Advance shall continue as a LIBOR Advance until the end of the then applicable Interest Period therefor, at which time such LIBOR Advance shall be automatically converted into an ABR Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such LIBOR Advance continue as a LIBOR Advance for the same or another Interest Period.  Subject to the terms of Section 2.8, the Borrower may elect from time to time to convert all or any part of an Advance of any Type into any other Type of Advance; provided that any conversion of any LIBOR Advance shall be made on, and only on, the last day of the Interest Period applicable thereto.  The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance or continuation of a LIBOR Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into an ABR Advance, or three Business Days, in the case of a conversion into or continuation of a LIBOR Advance, prior to the date of the requested conversion or continuation, specifying:

(i)            the requested date which shall be a Business Day, of such conversion or continuation;

(ii)           the aggregate amount and Type of the Advance which is to be converted or continued; and

(iii)          the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a LIBOR Advance, the duration of the Interest Period applicable thereto.

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2.12         Changes in Interest Rate, Etc.  Each ABR Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a LIBOR Advance into a ABR Advance pursuant to Section 2.11 to but excluding the date it becomes due or is converted into a LIBOR Advance pursuant to Section 2.11 hereof, at a rate per annum equal to the ABR Rate for such day.  Changes in the rate of interest on that portion of any Advance maintained as a ABR Advance will take effect simultaneously with each change in the Alternate Base Rate.  Each LIBOR Advance shall bear interest from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBOR Advance.

2.13         Rates Applicable After Default.  Notwithstanding anything to the contrary contained in Section 2.10 or 2.11, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued beyond its current term as a LIBOR Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each LIBOR Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum and (ii) each ABR Advance shall bear interest at a rate per annum equal to the ABR Rate otherwise applicable to the ABR Advance plus 2% per annum and the Facility Letter of Credit Fee shall increase by 2% per annum; provided that such rates and increase in the Facility Letter of Credit Fee shall become applicable automatically without notice to the Borrower or an election or action by the Administrative Agent or any Lender if a Default occurs under Section 8.7 or Section 8.8, or a Default occurs relating to the payment of principal or interest unless waived by the Required Lenders.

2.14         Swing Line Loans.  In addition to the other options available to Borrower hereunder, up to $40,000,000 of the Swing Line Lender’s Commitment, shall be available for Swing Line Loans subject to the following terms and conditions. Swing Line Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swing Line Loans shall bear interest at the ABR Rate.  In no event shall the Swing Line Lender be required to fund a Swing Line Loan if it would increase the total aggregate outstanding Loans by Swing Line Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment or if it would cause the Allocated Facility Amount to exceed the Aggregate Commitment.  Each Swing Line Loan shall be paid in full by the Borrower on or before the fifth (5th) day after the Borrowing Date for such Swing Line Loan.  In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Loan in the amount of such Lender’s Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.14, each Lender shall make available its required Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.14 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations set forth in this Article II.  Unless a Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1 or 5.2 had not then been satisfied, such Lender’s obligation to make Loans pursuant to this Section 2.14 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d)  any other circumstances, happening or event whatsoever.  In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.14, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative

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Agent receives such payment from such Lender or such obligation is otherwise fully satisfied.  In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.14, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such payment not made by such Lender, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Swing Line Loans may be outstanding for a maximum of ten (10) days during any calendar month.  On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

2.15         Competitive Bid Loans.

(a)           Competitive Bid Option.  In addition to ratable Advances pursuant to Section 2.3, but subject to the terms and conditions of this Agreement (including, without limitation the limitation set forth in Section 2.1 as to the maximum amount of all Loans not exceeding the Aggregate Commitment), the Borrower may, as set forth in this Section 2.15, request the Lenders, prior to the Facility Termination Date, to make offers to make Competitive Bid Loans to the Borrower.  Each Lender may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.15. Competitive Bid Loans shall be evidenced by the Competitive Bid Notes.

(b)           Competitive Bid Quote Request.  When the Borrower wishes to request offers to make Competitive Bid Loans under this Section 2.15, it shall transmit to the Administrative Agent by telecopy a Competitive Bid Quote Request substantially in the form of Exhibit C-1 hereto so as to be received no later than (i) 10:00 a.m. (Chicago time) at least five Business Days prior to the Borrowing Date proposed therein, in the case of a request for a Competitive LIBOR Margin or (ii) 9:00 a.m. (Chicago time) at least one Business Day prior to the Borrowing Date proposed therein, in the case of a request for an Absolute Rate specifying:

(i)            the proposed Borrowing Date for the proposed Competitive Bid Loan,

(ii)           the requested aggregate principal amount of such Competitive Bid Loan which must be at least $10,000,000 and an integral multiple of $1,000,000,

(iii)          whether the Competitive Bid Quotes requested are to set forth a Competitive LIBOR Margin or an Absolute Rate, or both, and

(iv)          the LIBOR Interest Period, if a Competitive LIBOR Margin is requested, or the Absolute Interest Period, if an Absolute Rate is requested.

The Borrower may request offers to make Competitive Bid Loans for more than one (but not more than five) Interest Periods in a single Competitive Bid Quote Request. No Competitive Bid Quote Request shall be given within five Business Days (or such other number of days as the Borrower and the Administrative Agent may agree) of any other Competitive Bid Quote Request. A Competitive Bid Quote Request that does not conform substantially to the form of Exhibit C-1 hereto shall be rejected, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopy.

(c)           Invitation for Competitive Bid Quotes.  Promptly and in any event before the close of business on the same Business Day of receipt of a Competitive Bid Quote Request that is not rejected pursuant to Section 2.15(b), the Administrative Agent shall send to each of the Lenders by telecopy an Invitation for Competitive Bid Quotes substantially in the form of Exhibit C-2 hereto, which shall constitute an invitation by the Borrower to each Lender to submit Competitive Bid Quotes offering to make the Competitive Bid Loans to which such Competitive Bid Quote Request relates in accordance with this Section 2.15.

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(d)           Submission and Contents of Competitive Bid Quotes.

(i)            Each Lender may, in its sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.15(d) and must be submitted to the Administrative Agent by telex or telecopy at its offices not later than (a) 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a request for a Competitive LIBOR Margin or (b) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate (or, in either case upon reasonable prior notice to the Lenders, such other time and rate as the Borrower and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by the Administrative Agent may only be submitted if the Administrative Agent notifies the Borrower of the terms of the Offer or Offers contained therein no later than 60 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders.  Subject to the Borrower’s compliance with all other conditions to disbursement herein, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower.

(ii)           Each Competitive Bid Quote shall be in substantially the form of Exhibit C-3 hereto and shall in any case specify:

(1)           the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes,

(2)           the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (x) may be greater than, less than or equal to the Commitment of the quoting Lender, (y) must be at least $5,000,000 and an integral multiple of $1,000,000, and (z) may not exceed the principal amount of Competitive Bid Loans for which offers are requested,

(3)           as applicable, the Competitive LIBOR Margin and Absolute Rate offered for each such Competitive Bid Loan,

(4)           the minimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, and

(5)           the identity of the quoting Lender, provided that such Competitive Bid Loan may be funded by such Lender’s Designated Lender as provided in Section 2.15(j), regardless of whether that is specified in the Competitive Bid Quote.

(iii)          The Administrative Agent shall reject any Competitive Bid Quote that:

(1)           is not substantially in the form of Exhibit C-3 hereto or does not specify all of the information required by Section 2.15(d)(ii),

(2)           contains qualifying, conditional or similar language, other than any such language contained in Exhibit C-3 hereto,

(3)           proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes, or

(4)           arrives after the time set forth in Section 2.15(d)(i).

If any Competitive Bid Quote shall be rejected pursuant to this Section 2.15(d)(iii), then the Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

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(e)           Notice to Borrower.  The Administrative Agent shall promptly notify the Borrower of the terms (i) of any Competitive Bid Quote submitted by a Lender that is in accordance with Section 2.15(d) and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote specifically states that it is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Borrower shall specify the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request and the respective principal amounts and Competitive LIBOR Margins or Absolute Rate, as the case may be, so offered.

(f)            Acceptance and Notice by Borrower.  Not later than (i) 10:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date in the case of a request for a Competitive LIBOR Margin or (ii) 10:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers so notified to it pursuant to Section 2.15(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.15(d)(iii)); provided that:

(i)            the aggregate principal amount of all Competitive Bid Loans to be disbursed on a given Borrowing Date may not exceed the applicable amount set forth in the related Competitive Bid Quote Request,

(ii)           acceptance of offers may only be made on the basis of ascending Competitive LIBOR Margins or Absolute Rates, as the case may be, and

(iii)          the Borrower may not accept any offer that is described in Section 2.15(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

(g)           Allocation by Administrative Agent.  If offers are made by two or more Lenders with the same Competitive LIBOR Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in such multiples, not greater than $1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amount of such offers provided, however, that no Lender shall be allocated any Competitive Bid Loan which is less than the minimum amount which such Lender has indicated that it is willing to accept.  Allocations by the Administrative Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence of manifest error.  The Administrative Agent shall promptly, but in any event on the same Business Day, notify each Lender of its receipt of a Competitive Bid Borrowing Notice and the principal amounts of the Competitive Bid Loans allocated to each participating Lender.

(h)           Administration Fee.  The Borrower hereby agrees to pay to the Administrative Agent an administration fee of $2,500 per each Competitive Bid Quote Request transmitted by the Borrower to the Administrative Agent pursuant to Section 2.15(b).  Such administration fee shall be payable monthly in arrears on the first Business Day of each month and on the Maturity Date (or such earlier date on which the Aggregate Commitment shall terminate or be cancelled) for any period then ending for which such fee, if any, shall not have been theretofore paid.

(i)            Other Terms.  Any Competitive Bid Loan shall not reduce the Commitment of the Lender making such Competitive Bid Loan, and each such Lender shall continue to be obligated to fund its full Percentage of all pro rata Advances under the Facility.  In no event can the aggregate amount of all Competitive Bid Loans at any time exceed fifty

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percent (50%) of the then Aggregate Commitment. Competitive Bid Loans shall not be prepaid prior to the end of the applicable Interest Period.  Competitive Bid Loans may not be continued and, if not repaid at the end of the Interest Period applicable thereto, shall (subject to the conditions set forth in this Agreement) be replaced by new Competitive Bid Loans made in accordance with this Section 2.15 or by ratable Advances in accordance with Section 2.11.

(j)            Designated Lenders.  A Lender may designate its Designated Lender to fund a Competitive Bid Loan on its behalf as described in Section 2.15(d)(ii)(5).  Any Designated Lender which funds a Competitive Bid Loan shall on and after the time of such funding become the obligee under such Competitive Bid Loan and be entitled to receive payment thereof when due. No Lender shall be relieved of its obligation to fund a Competitive Bid Loan, and no Designated Lender shall assume such obligation, prior to the time such Competitive Bid Loan is funded.

2.16         Method of Payment.  All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIV, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by noon (local time) on the date when due and shall be applied by the Administrative Agent among the Lenders in accordance with the class or type of Obligation being paid.  Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender promptly, which is expected to be by the close of business on the same Business Day received by Administrative Agent if received by noon (local time) but shall in any event not be later than the next Business Day, provided that the Administrative Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) the rate of interest applicable to such Loans, from the Business Day such funds are received by the Administrative Agent in immediately available funds (provided, if such funds are not received by the Administrative Agent by noon (local time), such period shall commence on the Business Day immediately following the day such funds are received) until such funds are paid to such Lenders.  The Administrative Agent is hereby authorized to charge the account of the Borrower maintained with Bank One for each payment of any of the Obligations as it becomes due hereunder.

2.17         Notes; Telephonic Notices.  Each Lender is hereby authorized to record the principal amount of each of its Loans and each repayment on the schedule attached to its Note, provided, however, that the failure to so record shall not affect the Borrower’s obligations under such Note. Each Lender’s books and records, including without limitation, the information, if any, recorded by the Lender on the Schedule attached to its Note, shall be deemed to be prima facia correct.  The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation signed by an Authorized Officer of each telephonic notice, if such confirmation is requested by the Administrative Agent or any Lender. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

2.18         Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, and at maturity, whether by acceleration or otherwise.  Interest accrued on each LIBOR Advance shall also be payable on any date on which the LIBOR Advance is prepaid (provided that nothing herein shall authorize a prepayment which is not otherwise permitted hereunder).  Interest, Facility Fees and Facility Letter of Credit Fees shall be calculated for actual days elapsed on the basis of a 360–day year.  Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

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2.19.        Notification of Advances, Interest Rates and Prepayments.  Promptly after receipt thereof (but in no event later than one Business Day prior to the proposed Borrowing Date for a ABR Advance or three Business Days prior to the proposed Borrowing Date for a LIBOR Advance) the Administrative Agent will notify each Lender of the contents of each Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each LIBOR Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

2.20.        Lending Installations.  Each Lender may book its Loans and its participation in Facility Letters of Credit at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Notes shall be deemed held by each Lender for the benefit of such Lending Installation.  Each Lender may, by written or telex notice to the Administrative Agent and the Borrower, designate a Lending Installation through which Loans will be made by it or Facility Letters of Credit will be issued by it and for whose account Loan payments or payments with respect to Facility Letters of Credit are to be made.

2.21.        Non–Receipt of Funds by the Administrative Agent.  Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made.  The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

2.22.        Usury. This Agreement and each Note are subject to the express condition that at no time shall the Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender (including the Swing Line Lender or any Designated Lender) to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the Loan Documents, the Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the interest rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to a Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.23.        Applications of Moneys Received.  All moneys collected or received by the Administrative Agent on account of the Facility directly or indirectly, shall be applied in the following order of priority:

(i)            to the payment of all reasonable costs incurred in the collection of such moneys of which the Administrative Agent shall have given notice to the Borrower;

(ii)           to the reimbursement of any yield protection due to the Lenders in accordance with Section 4.1;

(iii)          to the payment of any fee due pursuant to Section 3.8(b) in connection with the issuance of a Facility Letter of Credit to the Issuing Bank, to the payment of the Facility Fee to the Lenders, if then due, in accordance with their Percentages and to the payment of the Administrative Agent's Fee to the Administrative Agent if then due;

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(iv)          (a) in case the entire unpaid principal of the Loan shall not have become due and payable, the whole amount received as interest and Facility Letter of Credit Fee then due to the Lenders (other than a Defaulting Lender) as their respective Percentages appear (except to the extent there are Swing Line Loans or Competitive Bid Loans outstanding in which event the full amount of interest attributable to the Swing Line Loans and Competitive Bid Loans shall be payable to the Swing Line Lender and Competitive Bid Lenders, respectively, unless the Swing Line Lender or Competitive Bid Lender shall be a Defaulting Lender), together with the whole amount, if any, received as principal first to the Swing Line Lender, unless the Swing Line Lender shall be a Defaulting Lender, to repay any outstanding Swing Line Loans and then to the Lenders as their respective Funded Percentages appear, or (b) in case the entire unpaid principal of the Loan shall have become due and payable, as a result of a Default or otherwise, to the payment of the whole amount then due and payable on the Loan for principal, together with interest thereon at the Default Rate or the interest rate, as applicable, to the Swing Line Lender, unless the Swing Line Lender shall be a Defaulting Lender, for all such amounts due in connection with Swing Line Loans and then to the Lenders (other than a Defaulting Lender) as their respective Funded Percentages appear until paid in full and then to the Letter of Credit Collateral Account until the full amount of Facility Letter of Credit Obligations is on deposit therein; and

(v)           to the payment of any sums due to each Defaulting Lender as their respective Percentages appear (provided that Administrative Agent shall have the right to set-off against such sums any amounts due from such Defaulting Lender).

ARTICLE III

THE LETTER OF CREDIT SUBFACILITY

3.1.          Obligations to Issue.  Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower and the General Partner herein set forth, the Issuing Bank hereby agrees to issue for the account of Borrower, one or more Facility Letters of Credit in accordance with this Article III, and to renew, extend, increase, decrease, or otherwise modify each Facility Letter of Credit (“Modify”, and each such action a “Modification”) from time to time during the period commencing on the date hereof and ending on the Business Day prior to the Facility Termination Date.  Any Lender shall have the right to decline to be the Issuing Bank for a Facility Letter of Credit provided that if no other Lender agrees to be the Issuing Bank then Administrative Agent shall agree to do so.

3.2.          Types and Amounts. The Issuing Bank shall not have any obligation to:

(i)            issue or Modify any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit or Modification requested hereunder shall exceed any limit imposed by law or regulation upon such Issuing Bank;

(ii)           issue or Modify any Facility Letter of Credit if, after giving effect thereto, the Facility Letter of Credit Obligations would exceed $40,000,000 or the Allocated Facility Amount would exceed the Aggregate Commitment;

(iii)          issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date which is after the Facility Termination Date; or

(iv)          issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date which is more than fifteen (15) months after the date of its issuance.

3.3.          Conditions. In addition to being subject to the satisfaction of the conditions contained in Section 5.2 hereof, the obligation of the Issuing Bank to issue any Facility Letter of Credit is subject to the satisfaction in full of the following conditions:

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(i)            the Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe such documents and materials as may be reasonably required pursuant to the terms of the proposed Facility Letter of Credit (it being understood that if any inconsistency exists between such documents and the Loan Documents, the terms of the Loan Documents shall control) and the proposed Facility Letter of Credit shall be reasonably satisfactory to the Issuing Bank as to form and content;

(ii)           as of the date of issuance, no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested Facility Letter or Credit in particular; and

(iii)          there shall not exist any Default or Unmatured Default.

3.4.          Procedure for Issuance of Facility Letters of Credit.

(a)           Borrower shall give the Issuing Bank and the Administrative Agent at least five (5) Business Days’ prior written notice of any requested issuance of a Facility Letter of Credit under this Agreement (a “Letter of Credit Request”) (except that, in lieu of such written notice, the Borrower may give the Issuing Bank and the Administrative Agent telephonic notice of such request if confirmed in writing by delivery to the Issuing Bank and the Administrative Agent (i) immediately (A) of a telecopy of the written notice required hereunder which has been signed by an authorized officer, or (B) of a telex containing all information required to be contained in such written notice and (ii) promptly (but in no event later than the requested date of issuance) of the written notice required hereunder containing the original signature of an authorized officer); such notice shall specify:

(1)           the stated amount of the Facility Letter of Credit requested (which stated amount shall not be less than $50,000);

(2)           the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit (the “Issuance Date”);

(3)           the date on which such requested Facility Letter of Credit is to expire (which date shall be a Business Day and shall in no event be later than the earlier of fifteen months after the Issuance Date and the Facility Termination Date):

(4)           the purpose for which such Facility Letter of Credit is to be issued; and

(5)           the Person for whose benefit the requested Facility Letter of Credit is to be issued.

At the time such request is made, the Borrower shall also provide the Administrative Agent and the Issuing Bank with a copy of the form of the Facility Letter of Credit that the Borrower is requesting be issued, which shall be subject to the approval of the Issuing Bank and Administrative Agent.  Such notice, to be effective, must be received by such Issuing Bank and the Administrative Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which notice can be given under this Section 3.4(a).  Administrative Agent shall promptly give a copy of the Letter of Credit Request to the other Lenders.

(b)           Subject to the terms and conditions of this Article III and provided that the applicable conditions set forth in Section 4.2 hereof have been satisfied, such Issuing Bank shall, on the Issuance Date, issue a Facility Letter of Credit on behalf of the Borrower in accordance with the Letter of Credit Request and the Issuing Bank’s usual and customary business practices (including the execution of a letter of credit application on the Issuing Bank’s standard

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forms) unless the Issuing Bank has actually received (i) written notice from the Borrower specifically revoking the Letter of Credit Request with respect to such Facility Letter of Credit, (ii) written notice from a Lender, which complies with the provisions of Section 3.11(a), or (iii) written or telephonic notice from the Administrative Agent stating that the issuance of such Facility Letter of Credit would violate Section 3.2.

(c)           The Issuing Bank shall give the Administrative Agent and the Borrower written or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance of a Facility Letter of Credit (the “Issuance Notice”) and Administrative Agent shall promptly give a copy of the Issuance Notice to the other Lenders.

(d)           The Issuing Bank shall not extend or modify any Facility Letter of Credit unless the requirements of this Section 3.4 are met as though a new Facility Letter of Credit was being requested and issued.

3.5.          Administration; Reimbursement by Lenders.  Upon receipt from the beneficiary of any Facility Letter of Credit of any demand for payment under such Facility Letter of Credit, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by the Issuing Bank as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of the Issuing Bank to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Facility Letter of Credit.  The Issuing Bank shall endeavor to exercise the same care in the issuance and administration of the Facility Letter of Credits as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the Issuing Bank, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse the Issuing Bank on demand for (i) such Lender’s Percentage of the amount of each payment made by the Issuing Bank under each Facility Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 3.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of the Issuing Bank’s demand for such reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three days and, thereafter, at a rate of interest equal to the rate applicable to ABR Advances.

3.6           Reimbursement by Borrower.  The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank on or before the applicable LC Payment Date for any amounts to be paid by the Issuing Bank upon any drawing under any Facility Letter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the Issuing Bank in determining whether a request presented under any Facility Letter of Credit issued by it complied with the terms of such Facility Letter of Credit or (ii) the Issuing Bank’s failure to pay under any Facility Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility Letter of Credit.  All such amounts paid by the Issuing Bank and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to ABR Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to ABR Advances for such day if such day falls after such LC Payment Date.  The Issuing Bank will pay to each Lender ratably in accordance with its Percentage all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility Letter of Credit issued by the Issuing Bank, but only to the extent such Lender has made payment to the Issuing Bank in respect of such Facility Letter of Credit pursuant to Section 3.5.  Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.10 and the satisfaction of the applicable conditions precedent set forth in Article V), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

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3.7           Obligations Absolute.  The Borrower’s obligations under Section 3.6 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Issuing Bank, any Lender or any beneficiary of a Facility Letter of Credit.  The Borrower further agrees with the Issuing Bank and the Lenders that the Issuing Bank and the Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligation in respect of any Facility Letter of Credit shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Facility Letter of Credit or any financing institution or other party to whom any Facility Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Facility Letter of Credit or any such transferee.  The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility Letter of Credit.  The Borrower agrees that any action taken or omitted by the Issuing Bank or any Lender under or in connection with each Facility Letter of Credit and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put the Issuing Bank or any Lender under any liability to the Borrower.  Nothing in this Section 3.7 is intended to limit the right of the Borrower to make a claim against the Issuing Bank for damages as contemplated by the proviso to the first sentence of Section 3.6.

3.8           Actions of Issuing Bank.  The Issuing Bank shall be entitled to rely, and shall be fully protected in relying, upon any Facility Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Issuing Bank.  The Issuing Bank shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Article 3.8, the Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility Letter of Credit.

3.9           Indemnification.  The Borrower hereby agrees to indemnify and hold harmless each Lender, the Issuing Bank and the Administrative Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which such Lender, the Issuing Bank or the Administrative Agent may incur (or which may be claimed against such Lender, the Issuing Bank or the Administrative Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility Letter of Credit or any actual or proposed use of any Facility Letter of Credit, including, without limitation, any claims, damages, losses, liabilities, costs or expenses which the Issuing Bank may incur by reason of or in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to the Issuing Bank hereunder (but nothing herein contained shall affect any rights the Borrower may have against any defaulting Lender) or (ii) by reason of or on account of the Issuing Bank issuing any Facility Letter of Credit which specifies that the term “Beneficiary” included therein includes any successor by operation of law of the named Beneficiary, but which Facility Letter of Credit does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to the Issuing Bank, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Lender, the Issuing Bank or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Issuing Bank in determining whether a request presented under any Facility Letter of Credit complied with the terms of such Facility Letter of Credit or (y) the Issuing Bank’s failure to pay under any Facility Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Facility Letter of Credit. Nothing in this Section 3.9 is intended to limit the obligations of the Borrower under any other provision of this Agreement.

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3.10         Lenders’ Indemnification.  Each Lender shall, ratably in accordance with its Percentage, indemnify the Issuing Bank, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the Issuing Bank’s failure to pay under any Facility Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of the Facility Letter of Credit) that such indemnitees may suffer or incur in connection with this Article III or any action taken or omitted by such indemnitees hereunder.

3.11         Participation.

(a)           Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit or Modification in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and any security therefor or guaranty pertaining thereto; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.11 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement.  Each Lender’s obligation to make further Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or issue any letters of credit on behalf of Borrower shall be reduced by such Lender’s pro rata share of each Facility Letter of Credit outstanding.

(b)           Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s Percentage thereof.

(c)           Upon the request of the Administrative Agent or any Lender, an Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which that Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender.

(d)           The obligations of a Lender to make payments to the Administrative Agent for the account of each Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set–off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit and shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

3.12         Compensation for Facility Letters of Credit.

(a)           The Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, based upon the Lenders’ respective Percentages, a per annum fee (the “Facility Letter of Credit Fee”) with respect to each Facility Letter of Credit that is equal to the LIBOR Applicable Margin in effect from time to time.  The Facility Letter of Credit Fee relating to any Facility Letter of Credit shall be due and payable in arrears in equal installments on each Payment Date and, to the extent any such fees are then due and unpaid, on the Facility Termination Date.  The Administrative Agent shall promptly remit such Facility Letter of Credit Fees, when paid, to the other Lenders in accordance with their Percentages thereof.

(b)           The Issuing Bank also shall have the right to receive solely for its own account an issuance fee of 0.15% of the face amount of each Facility Letter of Credit, payable by the Borrower on the Issuance Date for each such Facility Letter of Credit. The Issuing Bank shall also be entitled to receive its reasonable out-of-pocket costs and the Issuing Bank’s standard charges of issuing, amending and servicing Facility Letters of Credit and processing draws thereunder.

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(c)           Letter of Credit Collateral Account.  The Borrower hereby agrees that it will, until the Facility Termination Date, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent's office at the address specified pursuant to Article XIV, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 9.1.  Such Letter of Credit Collateral Account shall be funded to the extent required by Section 9.1.  In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a properly perfected security interest in and to the Letter of Credit Collateral Account, any funds that may hereafter be on deposit in such account and the proceeds thereof.

ARTICLE IV

CHANGE IN CIRCUMSTANCES

4.1           Yield Protection.

If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi–governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a)           subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or

(b)           imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or

(c)           imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days of demand by such Lender or the Issuing Bank, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.

4.2           Changes in Capital Adequacy Regulations.

If a Lender or the Issuing Bank in good faith determines the amount of capital required or expected to be maintained by such Lender or the Issuing Bank, any Lending Installation of such Lender or the Issuing Bank or any corporation controlling such Lender or the Issuing Bank is increased as a result of a Change (as hereinafter defined), then, within 15

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days of demand by such Lender or the Issuing Bank, the Borrower shall pay such Lender or the Issuing Bank the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or the Issuing Bank in good faith determines is attributable to this Agreement, its Outstanding Credit Exposure or its obligation to make Loans and issue or participate in Facility Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s or the Issuing Bank’s policies as to capital adequacy).  “Change” means (i) any change after the date of this Agreement in the Risk–Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi–governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Issuing Bank or any Lending Installation or any corporation controlling any Lender or the Issuing Bank. “Risk–Based Capital Guidelines” means (i) the risk–based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basel Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

4.3           Availability of Types of Advances.

If any Lender in good faith determines that maintenance of any of its LIBOR Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law, the Administrative Agent shall suspend the availability of the affected Type of Advance and require any LIBOR Advances of the affected Type to be repaid; or if the Required Lenders in good faith determine that (i) deposits of a type or maturity appropriate to match fund LIBOR Advances are not available, or (ii) an interest rate applicable to a Type of Advance does not accurately reflect the cost of making a LIBOR Advance of such Type, then, the Administrative Agent shall suspend the availability of the affected Type of Advance with respect to any LIBOR Advances made after the date of any such determination.  If the Borrower is required to so repay a LIBOR Advance, the Borrower may concurrently with such repayment borrow from the Lenders, in the amount of such repayment, a Loan bearing interest at the Alternate Base Rate.

4.4           Funding Indemnification.

If any payment of a ratable LIBOR Advance or a Competitive Bid Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a ratable LIBOR Advance or a Competitive Bid Loan is not made on the date specified by the Borrower for any reason other than default by the Lenders or as a result of unavailability pursuant to Section 4.3, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the ratable LIBOR Advance or Competitive Bid Loan, as the case may be, and shall pay all such losses or costs within fifteen (15) days after written demand therefor.  Nothing in this Section 4.4 shall authorize the prepayment of a Competitive Bid Loan prior to the end of the applicable Interest Period.

4.5           Taxes.

(i)            All payments by the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes.  If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.5) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.

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(ii)           In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”).

(iii)          The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 4.5) paid by the Administrative Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto.  Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent or such Lender makes demand therefor pursuant to Section 4.6.

(iv)          Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax.  Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent.  All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v)           For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 4.5 with respect to Taxes imposed by the United States.

(vi)          Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate following receipt of such documentation.

(vii)         If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent).  The obligations of the Lenders under this Section 4.5(vii) shall survive the payment of the Obligations and termination of this Agreement.

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4.6           Lender Statements; Survival of Indemnity.

To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its LIBOR Loans to reduce any liability of the Borrower to such Lender under Sections 4.1, 4.2 and 4.5 or to avoid the unavailability of Advances under Section 4.3, so long as such designation does not reduce such Lender’s income or increase such Lender’s liabilities.  Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 4.1, 4.2, 4.4 or 4.5.  Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error.  Determination of amounts payable under such Sections in connection with a LIBOR Loan shall be calculated as though each Lender funded its LIBOR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR Rate applicable to such Loan, whether in fact that is the case or not.  Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement.  The obligations of the Borrower under Sections 4.1, 4.2, 4.4 and 4.5 shall survive payment of the Obligations and termination of this Agreement.

4.7           Replacement of Lenders under Certain Circumstances.

The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 4.5, or (b) cannot maintain its LIBOR Loans at a suitable Lending Installation pursuant to Section 4.6, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to Borrower) no Unmatured Default  shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 4.4 and 4.6 if any LIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all amounts payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

ARTICLE V

CONDITIONS PRECEDENT

5.1           Effective Date.  This Agreement shall not become effective, and the Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, in form and substance satisfactory to the Lenders and their counsel and with sufficient copies for the Lenders, the following:

(i)            The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, the Guaranty and this Agreement;

(ii)           Certified copies of the articles of incorporation of the General Partner and the certificate of limited partnership of the Borrower, both with all amendments and certified by the appropriate governmental officer of the State of Indiana as of a recent date;

(iii)          Certificates of good standing for the General Partner and the Borrower, certified by the appropriate governmental officer of the State of Indiana, and if requested by Administrative Agent, foreign qualification certificates for the General Partner and the Borrower, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect;

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(iv)          Copies, certified by an officer of the General Partner, of (1) its formation documents (including by-laws), together with all amendments thereto and (2) the formation documents (including the Partnership Agreement) of the Borrower, together with all amendments thereto;

(v)           An incumbency certificate, executed by an officer of the General Partner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;

(vi)          Copies, certified by the Secretary or Assistant Secretary, of the General Partner’s Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to be executed and delivered by the General Partner and the Borrower hereunder;

(vii)         A written opinion of the General Partner and the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit D hereto;

(viii)        A certificate, signed by an officer of the General Partner on behalf of the Borrower and for itself, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the General Partner and the  Borrower are true and correct as of the initial Borrowing Date;

(ix)           The most recent financial statements of the General Partner and the Borrower and a certificate from an officer of the General Partner that no material adverse change in the General Partner’s or the Borrower’s financial condition has occurred since September 30, 2000;

(x)            UCC financing statement, judgment, and tax lien searches with respect to the General Partner and the Borrower from their states of organization and the states where they have their principal place of business;

(xi)           Evidence of sufficient Unencumbered Assets (which evidence if requested by Administrative Agent may include mortgage releases and title policies) to assist the Administrative Agent in determining the Borrower’s compliance with the covenants set forth in Article VII herein;

(xii)          Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;

(xiii)         Evidence that all parties whose consent is required for Borrower or General Partner to execute the Loan Documents have provided such consents; and

(xiv)        Such other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Until such time as the foregoing conditions are satisfied, the Existing Agreement shall remain in effect.  From and after the satisfaction of such conditions, this Agreement shall be in effect and each of the new Lenders that are parties to this Agreement shall be added as Lenders and the Commitments of all Lenders shall be as set forth on the signature pages.

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5.2           Each Advance.  The Lenders shall not be required to make any Advance (including Swing Line Loans) other than an Advance or Swing Line Loan that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances (including Swing Line Loans) and Competitive Bid Loans, unless on the applicable Borrowing Date:

(i)            There exists no Default or Unmatured Default;

(ii)           The representations and warranties contained in Article VI are true and correct as of such Borrowing Date with respect to the General Partner, the Borrower and to any Subsidiary in existence (as applicable) on such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date; and

(iii)          All legal matters incident to the making of such Advance (including Swing Line Loans) shall be satisfactory to the Lenders and their counsel.

Each Borrowing Notice with respect to each such Advance (including Swing Line Loans) shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 5.2(i) and (ii) have been satisfied.  Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit F hereto (including all schedules or exhibits) as a condition to making an Advance (including Swing Line Loans); provided that the calculations contained therein shall be based on the most recent quarterly information available.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

The General Partner and the Borrower each respectively (unless otherwise noted) represents and warrants to the Lenders that:

6.1           Existence.  It is duly organized, validly existing and in good standing under the laws of the State of Indiana, with its principal place of business in Indianapolis, Indiana and is duly qualified as a foreign corporation or partnership, properly licensed (if required), in good standing and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.  Each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

6.2          Authorization and Validity.  It has the power and authority and legal right to execute and deliver the Loan

Documents and to perform its obligations thereunder.  The execution and delivery by it of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents constitute legal, valid and binding obligations of, respectively, the General Partner or the Borrower enforceable against such entity in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity.

6.3           No Conflict; Government Consent.  Neither the execution and delivery by it of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on, respectively, the General Partner or the Borrower or any of such entity’s Subsidiaries or such entity’s or any Subsidiary’s articles of incorporation, by-laws,

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certificate of limited partnership or partnership agreement or the provisions of any indenture, instrument or agreement to which such entity or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the Property of such entity or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement.  No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents.

6.4           Financial Statements; Material Adverse Change.  The September 30, 2000 consolidated financial statements of the General Partner, the Borrower and their Subsidiaries heretofore delivered to the Lenders were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the General Partner, the Borrower and their Subsidiaries at such date and the consolidated results of their operations for the period then ended.  Since September 30, 2000, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the General Partner, the Borrower and their Subsidiaries which could have a Material Adverse Effect.

6.5           Taxes.  It and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by, respectively, the General Partner or the Borrower or any of its Subsidiaries except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided.  No tax liens have been filed and no claims are being asserted with respect to any such taxes.  The charges, accruals and reserves on the books of the General Partner, the Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

6.6           Litigation and Guarantee Obligations.  There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of its officers, threatened against or affecting the General Partner, the Borrower or any of their Subsidiaries which could have a Material Adverse Effect.  It has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 7.1.

Subsidiaries.  Schedule 1 hereto contains an accurate list of all of the presently existing Subsidiaries of such entity, setting forth their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by it or its

6.7           Subsidiaries.  All of the issued and outstanding shares of capital stock of such Subsidiaries have been duly authorized and issued and are fully paid and non–assessable.

6.8           ERISA.  The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $1,000,000.  Neither it nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $250,000 in the aggregate.  Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither it nor any other members of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan.

6.9           Accuracy of Information.  All factual information heretofore or contemporaneously furnished by or on behalf of such entity or any of its Subsidiaries to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all other such factual information hereafter furnished by or on behalf of such entity or any of its Subsidiaries to the Administrative Agent or any Lender will be, true and accurate (taken as a whole) on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time.

Margin Stock.  It does not hold any margin stock (as defined in Regulation U).

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6.10         Material Agreements.  Neither it nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could have a Material Adverse Effect.  Neither it nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Indebtedness.

6.11         Compliance With Laws.  It and its Subsidiaries have complied, to the best of their knowledge, with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property.  Neither it nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non–compliance or remedial action could have a Material Adverse Effect.

6.12         Ownership of Properties.  On the date of this Agreement, it and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 7.15, to all of the Property and assets reflected in the financial statements as owned by it.

6.13         Investment Company Act.  Neither it nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

6.14         Public Utility Holding Company Act.  Neither it nor any Subsidiary is a “holding company” or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

6.15         Solvency.  (i) Immediately after the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of the General Partner, the Borrower and their Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the General Partner, the Borrower and their Subsidiaries on a consolidated basis; (b) the present fair saleable value of the Property of the General Partner, the Borrower and their Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the General Partner, the Borrower and their Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the General Partner, the Borrower and their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the General Partner, the Borrower and their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.

(ii)           It does not intend to, or to permit any of its Subsidiaries to, and does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

6.17         Insurance.  It and its Subsidiaries carry insurance on their Projects with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar projects in localities where it and its Subsidiaries operate, including, without limitation:

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(i)            Property and casualty insurance (including coverage for flood and other water damage for any Project located within a 100-year flood plain) in the amount of the replacement cost of the improvements at the Project;

(ii)           Loss of rental income insurance in the amount not less than one year’s gross revenues from the Projects; and

(iii)          Comprehensive general liability insurance in the amount of $20,000,000 per occurrence.

6.18         REIT Status.          The General Partner is in good standing on the New York Stock Exchange, is qualified as a real estate investment trust and currently is in compliance with all applicable provisions of the Code.

6.19         Environmental Matters.  Each of the following representations and warranties is true and correct on and as of the Closing Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(i)            To the best knowledge of, respectively, the General Partner or the Borrower, the Projects of such entity and its Subsidiaries do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which constitute or constituted a violation of, or could reasonably give rise to liability under, Environmental Laws.  In making this statement, General Partner and Borrower are assuming (except to the extent that either of them has actual knowledge to the contrary) that any Person handling any Materials of Environmental Concern at any Project will do so in a reasonable manner and in accordance with all legal requirements.

(ii)           To the best knowledge of such entity, the Projects of such entity and its Subsidiaries and all operations at the Projects are in compliance, and have in the last two years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Projects of such entity and its Subsidiaries, or violation of any Environmental Law with respect to the Projects of such entity and its Subsidiaries.

(iii)          Neither it nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Projects, nor does it have knowledge or reason to believe that any such notice will be received or is being threatened.

(iv)          To the best knowledge of such entity, Materials of Environmental Concern have not been transported or disposed of from the Projects of such entity and its Subsidiaries in violation of, or in a manner or to a location which could reasonably give rise to liability under, Environmental Laws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Projects of such entity and its Subsidiaries in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws.

(v)           No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of such entity, threatened, under any Environmental Law to which such entity or any of its Subsidiaries is or will be named as a party with respect to the Projects of such entity and its Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative order or other orders, or other administrative of judicial requirements outstanding under any Environmental Law with respect to the Projects of such entity and its Subsidiaries.

(vi)          To the best knowledge of such entity, there has been no release or threat of release of Materials of Environmental Concern at or from the Projects of such entity and its Subsidiaries, or arising from or related to the operations of such entity and its Subsidiaries in connection with the Projects in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

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6.20         Unencumbered Assets.  Schedule 3 hereto contains a complete and accurate description of Unencumbered Assets as of the Closing Date.

ARTICLE VII

COVENANTS

During the term of this Agreement, unless the Required Lenders (and with respect to Sections 7.20(iii) and (v), the Required Lenders, the Syndication Agent and Administrative Agent) shall otherwise consent in writing:

7.1           Financial Reporting.  The General Partner and the Borrower will maintain, for themselves and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Lenders:

(i)            As soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the General Partner (consolidated with the Borrower and their Subsidiaries), an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and retained earnings and of cash flows of the General Partner, the Borrower and their Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by the General Partner’s chief financial officer or chief accounting officer;

(ii)           As soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the General Partner, the Borrower and their Subsidiaries, related reports in form and substance satisfactory to the Lenders, all certified by the entity’s chief financial officer or chief accounting officer, including a statement of Funds From Operations, a description of Unencumbered Assets, a statement of Guarantee Obligations, including a description of any guaranties of Investment Affiliate Debt excluded from Guarantee Obligations pursuant to the definition thereof, along with a certification that the conditions for exclusion are met and such back-up information as may be requested by Administrative Agent, a listing of capital expenditures, a report listing and describing all newly acquired Projects, including their Property Operating Income, cost and secured or unsecured Indebtedness assumed in connection with such acquisition, if any, summary Project information for all Projects, including, without limitation, their Property Operating Income, occupancy rates, square footage, property type and date acquired or built, and such other information as may be requested;

(iii)          As soon as available, but in any event not later than 90 days after the close of each fiscal year, for the General Partner (consolidated with the Borrower and their Subsidiaries), audited financial statements, including a consolidated balance sheet as at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on by KPMG Peat Marwick LLP (or other independent certified public accountants of nationally recognized standing acceptable to Administrative Agent) without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit;

(iv)          As soon as available, but in any event not later than 90 days after the close of each fiscal year, for the General Partner, the Borrower and their Subsidiaries, related reports in form and substance satisfactory to the Lenders, certified by the entity’s chief financial officer or chief accounting officer, including reports containing taxable income and Property Operating Income for each individual property;

(v)           Together with the quarterly and annual financial statements required hereunder, a compliance certificate in substantially the form of Exhibit F hereto signed by the General Partner’s and the Borrower’s chief financial officers or chief accounting officers showing the calculations and computations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof;

(vi)          As soon as possible and in any event within 10 days after the General Partner or the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of such entity, describing said Reportable Event and the action which such entity proposes to take with respect thereto;

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(vii)         As soon as possible and in any event within 10 days after receipt by the General Partner or the Borrower, a copy of (a) any notice or claim to the effect that the General Partner, the Borrower or any of their Subsidiaries is or may be liable to any Person as a result of the release by such entity, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the General Partner or the Borrower or any of their Subsidiaries, which, in either case, could have a Material Adverse Effect;

(viii)        Promptly upon the furnishing thereof to the shareholders of the General Partner or the partners of the Borrower, copies of all financial statements, reports and proxy statements so furnished;

(ix)           Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other reports and any other public information which the General Partner, the Borrower or any of their Subsidiaries files with the Securities Exchange Commission;

(x)            Promptly upon the distribution thereof to the press or the public, copies of all press releases; and

(xi)           Such other information (including, without limitation, financial statements for the Borrower and non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

7.2           Use of Proceeds.  The General Partner and the Borrower will, and will cause each of their Subsidiaries to, use the proceeds of the Advances for the general business purposes of the Borrower, including working capital needs and interim financing for property acquisitions of new Projects, construction of new improvements or expansions of existing improvements on Projects, and to repay outstanding Advances.  The General Partner and the Borrower will not, nor will they permit any Subsidiary to, use any of the proceeds of the Advances (i) to purchase or carry any “margin stock” (as defined in Regulation G or U) or (ii) to fund any purchase of, or offer for, any Capital Stock of any Person, unless such Person has consented to such offer prior to any public announcements relating thereto and the Required Lenders have consented to such use of the proceeds of such Advance.

7.3           Notice of Default.  The General Partner and the Borrower will give, and will cause each of their Subsidiaries to give, prompt notice in writing to the Lenders of the occurrence of (i) any Default or Unmatured Default and (ii) of any other development, financial or otherwise, which could have a Material Adverse Effect.

7.4           Conduct of Business.  The General Partner and the Borrower will do, and will cause each of their Subsidiaries to do, all things necessary to remain duly incorporated and/or duly qualified, validly existing and in good standing as a real estate investment trust, corporation, general partnership or limited partnership, as the case may be, in its jurisdiction of incorporation/formation and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted and to carry on and conduct its businesses in substantially the same manner as it is presently conducted and, specifically, neither the General Partner, the Borrower nor their respective Subsidiaries will undertake any business other than the acquisition, development, ownership, management, operation and leasing of office, industrial and retail properties and ancillary businesses specifically related thereto, except that the Borrower and its Subsidiaries may invest in (i) land, (ii) non-office/industrial/retail property holdings, (iii) stock holdings, (iv) mortgages (v) passive non-real estate investments and (vi) joint ventures and partnerships, provided that the total investment in any one of the first five of the foregoing categories does not exceed ten percent (10%) of Market Capitalization, the total investment in the sixth category (joint ventures and partnerships) does not exceed 20% of Market Capitalization, and the total investment in all of the foregoing investment categories in the aggregate is less than or equal to twenty-five percent (25%) of Market

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Capitalization.  For the purposes of this Section 7.4, joint ventures and partnerships shall be valued in accordance with GAAP, non-revenue generating investments such as land and stock holdings shall be valued at the lower of acquisition cost or market value, and the value of all other investments shall be determined by capitalizing Property Operating Income from these assets at a rate of 9.5%.  In the event of any disagreement as to how to value an investment, the judgment of the Administrative Agent shall prevail.

7.5           Taxes.  The General Partner and the Borrower will pay, and will cause each of their Subsidiaries to pay, when due all taxes, assessments and governmental charges and levies upon them of their income, profits or Projects, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside.

7.6           Insurance.  The General Partner and the Borrower will, and will cause each of their Subsidiaries to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the General Partner and the Borrower will furnish to any Lender upon request full information as to the insurance carried.

7.7           Compliance with Laws.  The General Partner and the Borrower will, and will cause each of their Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject.

7.8           Maintenance of Properties.  The General Partner and the Borrower will, and will cause each of their Subsidiaries to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that their businesses carried on in connection therewith may be properly conducted at all times.

7.9           Inspection.  The General Partner and the Borrower will, and will cause each of their Subsidiaries to, permit the Lenders, by their respective representatives and agents, to inspect any of the Projects, corporate books and financial records of the General Partner, the Borrower and each of their Subsidiaries, to examine and make copies of the books of accounts and other financial records of the General Partner, the Borrower and each of their Subsidiaries, and to discuss the affairs, finances and accounts of the General Partner, the Borrower and each of their Subsidiaries, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Lenders may designate.

7.10         Maintenance of Status.  The General Partner shall at all times (i) remain a corporation listed and in good standing on the New York Stock Exchange, and (ii) maintain its status as a real estate investment trust in compliance with all applicable provisions of the Code.

7.11         Dividends.  Provided there is not a continuing Default under Section 8.1 or Section 8.2, and there is not a continuing Default under Section 8.3 relating to a breach of any of the covenants contained in Section 7.20, the General Partner and its Subsidiaries shall be permitted to declare and pay dividends on their Capital Stock from time to time in amounts determined by the General Partner, provided, however, that subject to the terms of the next sentence, in no event shall the General Partner or any of its Subsidiaries declare or pay dividends on their Capital Stock if dividends paid in any period of four fiscal quarters, in the aggregate, would exceed 90% of Funds From Operations for such period.  Notwithstanding the foregoing, the General Partner shall be permitted to distribute whatever amount of dividends is necessary to maintain its tax status as a real estate investment trust, provided there is not a continuing Default under Sections 8.1 or 8.2.

7.12         Merger; Sale of Assets.  The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, enter into any merger, consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Property, except for such transactions that occur between Wholly-Owned Subsidiaries, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long as:

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(i)            After giving effect to such merger or acquisition, no provision of this Agreement will have been violated;

(ii)           the General Partner or the Borrower will be the surviving entity; and

(iii)          such merger is not accomplished through a hostile takeover.

The Borrower will notify all of the Lenders of all material acquisitions, dispositions, mergers or asset purchases regardless of whether or not the Required Lenders must first give their written consent.

7.13         General Partner’s Ownership and Control of Borrower.  The General Partner will not relinquish, and will not allow any reduction in, its ownership or control of the Borrower and will not allow or suffer to exist any pledge, other encumbrance or the conversion to limited partnership interests of any of the general partnership interests in the Borrower; provided that (i) the General Partner’s ownership of the Borrower may be reduced to 67% by the issuance of additional limited partnership units so long as the General Partner remains the sole general partner of Borrower and (ii) the General Partner’s ownership of the Borrower may be reduced to and/or below 67% by the conversion of a portion of the General Partner’s general partnership interest in the Borrower into limited partnership interests and the transfer of such interests to a wholly owned Subsidiary of the General Partner so long as (a) the General Partner remains the sole general partner of Borrower and (b) such Subsidiary is a Subsidiary Guarantor and does not own any assets other than its limited partnership interest in the Borrower.

7.14         Sale and Leaseback.  The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, sell or transfer any of its Projects in order to concurrently or subsequently lease as lessee such or similar Projects.

7.15         Liens.  The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the Property of the General Partner, the Borrower or any of their Subsidiaries, except:

(i)            Liens for taxes, assessments or governmental charges or levies on their Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on their books;

(ii)           Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books;

(iii)          Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(iv)          Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the General Partner, the Borrower or their Subsidiaries;

(v)           Liens existing on the date hereof and described in Schedule 2 hereto; and

(vi)          Liens arising in connection with any Indebtedness permitted hereunder to the extent such Liens will not result in a violation of any of the provisions of this Agreement.

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Liens permitted pursuant to this Section 7.15 shall be deemed to be “Permitted Liens”.

7.16         Affiliates.  The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the General Partner's, the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the General Partner, the Borrower or such Subsidiary than the General Partner, the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

7.17         Interest Rate Hedging.  The General Partner and the Borrower will not enter into or remain liable upon, nor will they permit any Subsidiary to enter into or remain liable upon, any agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party's assets, liabilities or exchange transactions, including, but not limited to, interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options unless such agreement, device or arrangement was entered into by the General Partner or the Borrower in the ordinary course of its business for the purpose of hedging interest rate risk to the General Partner or the Borrower.

7.18         Variable Interest Indebtedness.  The General Partner shall not at any time permit the outstanding principal balance of Indebtedness of the General Partner and the Borrower and their Subsidiaries which bears interest at an interest rate that is not fixed through the maturity date of such Indebtedness to exceed $950,000,000.

7.19         Consolidated Net Worth.  The General Partner, as of the last day of any fiscal quarter, shall maintain a Consolidated Net Worth of not less than the sum of (i) $3,000,000,000 plus (ii) seventy-five percent (75%) of the aggregate proceeds received by the General Partner (net of customary related fees and expenses) in connection with any offering of stock in the General Partner or partnership interests in the Borrower after June 30, 2000.

7.20         Indebtedness and Cash Flow Covenants.  The General Partner on a consolidated basis with the Borrower and their Subsidiaries shall not, as of the last day of any fiscal quarter, permit:

(i)            the ratio of EBITDA to Interest Expense to be less than 2.25 to 1.0 for the quarter then ended;

(ii)           the ratio of Adjusted EBITDA to Fixed Charges to be less than 1.75 to 1.0 for the quarter then ended;

(iii)          Total Liabilities to exceed fifty-five percent (55%) of Market Capitalization;

(iv)          Consolidated Total Indebtedness to exceed fifty percent (50%) of Market Capitalization;

(v)           the Value of Unencumbered Assets to be less than 1.85 times the Consolidated Senior Unsecured Indebtedness;

(vi)          the ratio obtained by dividing:  (a) the Property Operating Income from all Unencumbered Assets by (b) Debt Service on Consolidated Unsecured Indebtedness to be less than 2.00 to 1.0 for the quarter then ended; or

(vii)         Consolidated Secured Indebtedness to exceed thirty-five percent (35%) of Market Capitalization.

7.21         Environmental Matters.  The General Partner and the Borrower will and will cause each of their Subsidiaries to:

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(i)            comply with, and use its best efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect;

(ii)           conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that (a) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect, or (b) the General Partner has determined in good faith that contesting the same is not in the best interests of the General Partner, the Borrower and their Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect; or

(iii)          defend, indemnify and hold harmless the Administrative Agent and each Lender, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the General Partner, the Borrower, their Subsidiaries or the Projects, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor; and

(iv)          prior to the acquisition of a new Project after the Closing Date, perform or cause to be performed an environmental investigation, which investigation shall at a minimum comply with the specifications and procedures attached hereto as Exhibit G.  In connection with any such investigation, Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon request, for informational purposes and to assure compliance with the specifications and procedures.

The indemnity contained in (iii) above shall continue in full force and effect regardless of the termination of this Agreement. In connection with any investigation pursuant to (iv) above, Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon request, for informational purposes and to assure compliance with the specifications and procedures.

7.22         Control of the General Partner.  The General Partner’s management shall directly or indirectly control the ownership of a minimum 2,000,000 common shares of the General Partner (or equivalent operating partnership units exchangeable for common shares), adjusted for stock splits, and the General Partner’s management and directors shall directly or indirectly control ownership of a minimum 3,000,000 common shares of the General Partner (or equivalent operating partnership units exchangeable for common shares), adjusted for stock splits.

7.23         Borrower’s Partnership Agreement.  The General Partner shall not consent to any changes to Borrower’s partnership agreement, other than changes in the ordinary course of business, without the prior written consent of the Arranger.

7.24         General Partner’s Assets.  The General Partner shall not invest in or own any material assets directly other than its partnership interest in Borrower.

7.25         Notice of Rating Change.  The Borrower shall notify the Administrative Agent promptly if there is any change in the long term unsecured debt rating from S&P, Moody’s or Fitch, of either the General Partner or the Borrower.

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ARTICLE VIII

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

8.1           Nonpayment of any principal payment on any Note when due.

8.2           Nonpayment of interest upon any Note or of any Facility Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.

8.3           The breach of any of the terms or provisions of Sections 7.2, 7.10 through 7.20 and 7.23 through 7.24.

8.4           Any representation or warranty made or deemed made by or on behalf of the General Partner, the Borrower or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.8.5  The breach (other than a breach which constitutes a Default under Section 8.1, 8.2, 8.3 or 8.4) of any of the terms or provisions of this Agreement which is not remedied within fifteen (15) days after written notice from the Administrative Agent or any Lender.

8.5           Failure of the General Partner, the Borrower or any of their Subsidiaries to pay when due any Indebtedness aggregating in excess of $10,000,000 for which liability is not limited to specific pledged collateral.

8.6           The General Partner, the Borrower or any Subsidiary having more than $10,000,000 of Equity Value shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 8.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.8 or (vii) not pay, or admit in writing its inability to pay, its debts generally as they become due.

8.7           A receiver, trustee, examiner, liquidator or similar official shall be appointed for the General Partner, the Borrower or any Subsidiary having more than $10,000,000 of Equity Value or any Substantial Portion of its Property, or a proceeding described in Section 8.7(iv) shall be instituted against the General Partner, the Borrower or any such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of thirty (30) consecutive days.

8.8           Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Projects of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve﷓month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of their Property.

8.9           The General Partner, the Borrower or any of their Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money in an amount which, when added to all other judgments or orders outstanding against the General Partner, the Borrower or any Subsidiary would exceed $10,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith.

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8.10         The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the General Partner, the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $250,000 or requires payments exceeding $100,000 per annum.

8.11         The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the General Partner, the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $250,000.

8.12         Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of the nature of the problem if no specific time period is so established), material environmental problems related to Projects of the Borrower and its Subsidiaries if the affected Projects have an aggregate book value in excess of $20,000,000.

8.13         The occurrence of any default under any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.

The revocation or attempted revocation of the Guaranty.

8.14         The occurrence of Default under the Revolving Credit Agreement dated as of June 30, 2000 among Borrower, General Partner, Administrative Agent, and the various other lenders identified therein, or the Syndicated Term Loan Agreement dated as of July 2, 1999, among Borrower, General Partner, Wachovia Bank, N.A. as administrative agent and the various other lenders identified therein, or any amendment or restatement of the foregoing or agreement entered into to refinance the loans made pursuant to any of the foregoing agreements.

ARTICLE IX

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

9.1           Acceleration.  If any Default described in Section 8.7 or 8.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender.  If any other Default occurs, the Administrative Agent may and will if directed by the Required Lenders, terminate or suspend the obligations of the Lenders to make Loans hereunder and to issue Facility Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives.

In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent (which Administrative Agent agrees to make if requested to by the Required Lenders) the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not exceeding 30

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days.  Such funds shall be promptly applied by the Administrative Agent to reimburse any Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Obligations in full shall, unless Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower.

If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 8.7 or 8.8 with respect to the Borrower) and before any judgment or decree for the payment of the Obligations shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

9.2           Amendments.  Subject to the provisions of this Article IX, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders), the Borrower and the General Partner may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder; provided, however, that no such supplemental agreement shall, without the consent of Administrative Agent and Syndication Agent, waive any Default under, or modify or amend Sections 7.20(iii) or (v); and provided, further, however, that no such supplemental agreement shall, without the consent of all Lenders:

(i)            Extend the Facility Termination Date or forgive all or any portion of the principal amount of any Loan or accrued interest thereon or the Facility Fee, reduce the Applicable Margins on the underlying interest rate options or otherwise modify or add to such interest rate options, or extend the time of payment of any of the Obligations.

(ii)           Release the General Partner from the Guaranty, or materially modify the Guaranty or waive a material provision of the Guaranty.

(iii)          Reduce the percentage specified in the definition of Required Lenders.

(iv)          Increase the amount of the Aggregate Commitment to an amount in excess of $600,000,000.

(v)           Permit the Borrower to assign or allow another Person to assume its rights under this Agreement.

(vi)          Amend this Section 9.2.

(vii)         Amend Section 2.23 such that payments that are now required to be applied in accordance with the Funded Percentages of the Lenders shall be applied in any other manner.

No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent, and no amendment increasing the Commitment of any Lender shall be effective without the written consent of such Lender.  The approval of the Required Lenders shall not be required to increase the Aggregate Commitment in accordance with Section 2.1.

Notwithstanding the foregoing: (1) no amendment, waiver, or consent shall, unless in writing and signed by the Designating Lender on behalf of its respective Designated Lender affected thereby, (a) subject such Designated Lender to any additional obligations, (b) reduce the principal of, interest on, or the amounts due with respect to, the Competitive Bid Loan Note made payable to such Designated Lender, (c) postpone any date fixed for any payment of principal of, or interest on, or other amounts due with respect to, the Competitive Bid Note made payable to such Designated Lender, or (d) amend the definition of Required Lenders hereunder in a manner which adversely affects the rights of such Designated Lender.

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9.3           Preservation of Rights.  No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence.  Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 9.2, and then only to the extent in such writing specifically set forth.  All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

ARTICLE X

GENERAL PROVISIONS

10.1         Survival of Representations.  All representations and warranties of the Borrower contained in this Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

10.2         Governmental Regulation.  Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

10.3         Taxes.  Any taxes (excluding federal, state and local income or franchise or other taxes on the overall net income of any Lender) or other similar assessments or charges made by any governmental or revenue authority in respect of the Loan Documents shall be paid by the Borrower, together with interest and penalties, if any.

10.4         Headings.  Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

10.5         Entire Agreement.  The Loan Documents embody the entire agreement and understanding among the Borrower, the General Partner, the Administrative Agent and the Lenders and supersede all prior commitments, agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof, except for the agreement of the Borrower to pay certain fees to the Administrative Agent and the agreement of the Administrative Agent to pay certain fees to the Lenders.

10.6         Several Obligations; Benefits of this Agreement.  The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such).  The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.  This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns.

10.7         Expenses; Indemnification.  The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and reasonable out–of–pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents.  The Borrower also agrees to reimburse the Indemnified Parties and the Lenders for any costs, internal charges and reasonable out–of–pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties and the Lenders, which attorneys may be employees of the Indemnified Parties or the Lenders) paid or incurred by the Indemnified Parties

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(whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent) or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout).  The Borrower further agrees to indemnify the Indemnified Parties and each Lender and their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder.  The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement.

10.8         Numbers of Documents.  All statements, notices, closing documents, and requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.

10.9         Accounting.  Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

10.10       Severability of Provisions.  Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

10.11       Nonliability of Lenders.  The relationship between the General Partner and the Borrower, on the one hand, and the Lenders, the Arranger and the Administrative Agent, on the other, shall be solely that of borrower and lender.  Neither the Administrative Agent, the Arranger nor any Lender shall have any fiduciary responsibilities to the General Partner and the Borrower.  Neither the Administrative Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

10.12       Publicity.  The Lenders shall  have the right to do a tombstone publicizing the transaction contemplated hereby without the consent of the Borrower or General Partner.

10.13       Choice of Law.  The loan documents (other than those containing a contrary express choice of law provision) shall be construed in accordance with the internal laws (and not the law of conflicts) of the state of illinois, but giving effect to federal laws applicable to national banks.

10.14       Consent to Jurisdiction.  The general partner and the borrower each hereby irrevocably submits to the non–exclusive jurisdiction of any united states federal or illinois state court sitting in chicago in any action or proceeding arising out of or relating to any of the loan documents and the general partner and the borrower each hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum. Nothing herein shall limit the right of the administrative agent or any lender to bring proceedings against the general partner or the borrower in the courts of any other jurisdiction.  Any judicial proceeding by the general partner or the borrower against the administrative agent or any lender or any affiliate of the administrative agent or any lender involving, directly or indirectly, any matter in any way arising out of, related to, or connected with any loan document shall be brought only in a court in chicago, illinois.

10.15       Waiver of Jury Trial.  The general partner, the borrower, the administrative agent and each lender hereby waive trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with any loan document or the relationship established thereunder.

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10.16       Agent Responsibilities. Borrower, the Administrative Agent and each Lender acknowledges and agrees that the obligations of the Syndication Agent, the Documentation Agent, the Managing Agents, and the Co-Agents (collectively, the “Other Agents”) hereunder shall be limited to those obligations that are expressly set forth herein, if any, or in any other written agreement with such parties, and the Other Agents shall not be required to take any other action or assume any liability except as may be required in their capacity as a Lender hereunder.  Borrower, the Administrative Agent and each Lender agrees that the indemnifications set forth herein for the benefit of the Administrative Agent shall also run to the benefit of each Other Agent to the extent such Other Agent incurs any loss, cost or damage arising from its agency capacity hereunder.

ARTICLE XI

THE ADMINISTRATIVE AGENT AND AGREEMENTS AMONG LENDERS

11.1         Appointment; Nature of Relationship.  Bank One, NA is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents.  In its capacity as the Lenders’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert with respect to the Loan Documents and administration of the Loan, no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

11.2         Powers.  The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto.  The Administrative Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent.

11.3         General Immunity.  Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for any action lawfully taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except for its or their own gross negligence or willful misconduct.

11.4         No Responsibility for Loans, Recitals, etc.  Except where the failure to do so constitutes gross negligence or wilful misconduct, neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article V, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; or (v) the value, sufficiency, creation, perfection or priority of any interest in any collateral security.  The Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity).

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11.5         Action on Instructions of Lenders.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders or, where consent of all Lenders is required, all Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all holders of Notes. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its reasonable satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

11.6         Employment of Agents and Counsel.  The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys–in–fact and so long as it exercises reasonable care in the selection of such parties, the Administrative Agent shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such parties.  The Administrative Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document.

11.7         Reliance on Documents; Coursel.  The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent.

11.8         Administrative Agent’s Reimbursement and Indemnification.  The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments (i) for any reasonable amounts not reimbursed by the Borrower or Guarantor for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, delivery of the Loan Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the administration and enforcement of the Loan Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for (i) any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Administrative Agent, or (ii) any costs or expenses of the Administrative Agent’s in-house legal staff and personnel. The obligations of the Lenders under this Section 11.8 shall survive payment of the Obligations and termination of this Agreement, and shall not be reduced by the designation of a Designated Lender to fund Competitive Bid Loans on behalf of a Lender, provided that each Designated Lender shall be jointly and severally liable with the Designating Lender for the Designating Lender’s Share (as hereinafter determined) of the amounts due from such Designating Lender. The Designated Lender’s Share of amounts due shall be equal to such amount due multiplied by a fraction whose numerator is the amount funded by the Designated Lender (but in no event more than the amount of Designating Lender’s Commitment) and whose denominator is the amount of the Designating Lender’s Commitment.

11.9         Rights as a Lender.  In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights and powers and the same duties and obligations hereunder and under any other Loan Document as any Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, at any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby from engaging with any other Person.

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11.10       Lender Credit Decision.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

11.11       Successor Administrative Agent.  The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Administrative Agent shall be deemed to have automatically resigned if it is no longer a Lender, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign or ceases to be a Lender, as the case may be. The Administrative Agent may be removed at any time with good cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed within 45 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning or removed Administrative Agent shall be discharged from its duties and obligations thereafter arising hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Article XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

11.12       Notice of Defaults.  If a Lender becomes aware of a Default or Unmatured Default, such Lender shall notify the Administrative Agent of such fact provided that the failure to give such notice shall not create liability on the part of a Lender.  Upon receipt of such notice that a Default or Unmatured Default has occurred, the Administrative Agent shall notify each of the Lenders of such fact.

11.13       Requests for Approval.  If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to the Administrative Agent within ten Business Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from the Administrative Agent.  If the Lender does not so respond, that Lender shall be deemed to have approved the request.

11.14       Copies of Documents.  Within fifteen Business Days after a request by a Lender to the Administrative Agent for documents furnished to the Administrative Agent by the Borrower, the Administrative Agent shall provide copies of such documents to such Lender.

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11.15       Defaulting Lenders.  At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent.  If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 11.15.  This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement.  The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

ARTICLE XII

SETOFF; RATABLE PAYMENTS

12.1         Setoff.  In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default or Unmatured Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due.

12.2         Ratable Payments.  If any Lender, whether by setoff or otherwise, has payment made to it upon its Loans (other than payments received pursuant to Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XIII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

13.1         Successors and Assigns.  The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 13.3. Notwithstanding clause (ii) of this Section 13.1, any Lender may at any time, without the consent of the Borrower or the Administrative Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; provided, however, that no such assignment shall release the

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transferor Lender from its obligations hereunder. The Administrative Agent may treat the payee of any Note as the owner thereof for all purposes hereof unless and until such payee complies with Section 13.3 in the case of an assignment thereof or, in the case of any other transfer, a written notice of the transfer is filed with the Administrative Agent. Any assignee or transferee of a Note agrees by acceptance thereof to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the holder of any Note, shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

13.2         Participations.

13.2.1      Permitted Participants; Effect.  Any Lender, in the ordinary course of its business and in accordance with applicable law, at any time, may sell participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents.  Any Person to whom such a participating interest is sold is a “Participant”. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Note for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.

13.2.2      Voting Rights.  Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan or Commitment or postpones any date fixed for any regularly–scheduled payment of principal of, or interest or fees on, any such Loan or Commitment or releases any guarantor of any such Loan or releases any substantial portion of collateral, if any, securing such Loan, or changes the definition of Required Lenders.

13.2.3      Benefit of Setoff.  The General Partner and the Borrower each agrees that each Participant shall be deemed to have the right of setoff provided in Section 12.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 12.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 13.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 12.2 as if each Participant were a Lender.

13.3         Assignments.

13.3.1      Permitted Assignments.  Any Lender, in the ordinary course of its business and in accordance with applicable law, at any time, may assign all or any  portion (greater than or equal to $5,000,000 per assignee) of its rights and obligations under the Loan Documents. Any Person to whom such rights and obligations are assigned is a “Purchaser”. Such assignment shall be substantially in the form of Exhibit H hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or a Lender Affiliate, except no consent shall be required if a Default exists. Such consent shall not be unreasonably withheld.

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13.3.2      Effect; Effective Date.  Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit I to Exhibit H hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless the assignment is to an affiliate of the Lender in which case no fee shall be charged), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser.  Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

13.4         Designation of Lender to Make Competitive Bid Loans.  Any Lender (each a “Designating Lender”) may at any time designate one or more Designated Lenders to fund Competitive Bid Loans which the Designating Lender is required to fund subject to the terms of this Section 13.4 and the provisions in Section 13.3 shall not apply to such designation.  No Lender shall be entitled to make more than two such designations. The parties to each such designation shall execute and deliver to the Administrative Agent, for its acceptance, a Designation Agreement in the form of Exhibit I.  Upon its receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a Designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon, from and after the effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Competitive Bid Loans on behalf of its Designating Lender pursuant to Section 2.15 after the Borrower has accepted a Competitive Bid (or a portion thereof) of the Designating Lender.  Each Designating Lender shall serve as the agent for the Designated Lender and shall on behalf of the Designated Lender give and receive all communications and notices and take all actions hereunder, including without limitation votes, approvals, waivers, consents and amendments under or relating to this Agreement or the other Loan Documents.  Any such notice, communications, vote approval, waiver, consent or amendment shall be signed by the Designating Lender as agent for the Designated Lender and shall not be signed by the Designated Lender. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same, and without any specific designation that the Designating Lender is signing in an agency capacity.  The parties hereto agree not to institute or join any other person in instituting against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and a day after the Facility Termination Date. This Section 13.4 shall survive the termination of this Agreement.

13.5         Dissemination of Information.  The General Partner and the Borrower authorize each Lender to disclose any and all information in such Lender’s possession concerning the creditworthiness of the General Partner, the Borrower and their Subsidiaries to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee and any swap counterparty as prospective swap counterparty with whom a Lender has entered or is considering entering into a transaction to hedge such Lender’s credit risk in connection with this Facility.

13.6         Tax Treatment.  If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 2.22.

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ARTICLE XIV

NOTICES

14.1         Giving Notice.  Except as otherwise permitted by Section 2.17 with respect to borrowing notices, all notices and other communications provided to any party hereto under this Agreement or any other Loan Document shall be in writing or by telex or by facsimile and addressed or delivered to such party at its address set forth below its signature hereto or at such other address as may be designated by such party in a notice to the other parties.  Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by telex or facsimile, shall be deemed given when transmitted (answerback confirmed in the case of telexes).

14.2         Change of Address.  The General Partner, the Borrower, the Administrative Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XV

COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.  This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by telex or telephone, that it has taken such action.

IN WITNESS WHEREOF, the Borrower, the Guarantor, the Lenders and the Administrative Agent have executed this Agreement as of the date first above written.

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EX-10.36

EXHIBIT 10.36

REVOLVING CREDIT AGREEMENT

DATED AS OF JULY 9, 2001

AMONG

DUKE REALTY LIMITED PARTNERSHIP,

AS BORROWER,

DUKE REALTY CORPORATION,

AS GENERAL PARTNER AND GUARANTOR,

BANK ONE, NA AS

ADMINISTRATIVE AGENT AND LENDER,

BANC ONE CAPITAL MARKETS, INC.,

AS SOLE LEAD ARRANGER AND BOOK RUNNER,

WACHOVIA BANK, NA, AS SYNDICATION AGENT

BANK OF AMERICA, NA, AS CO-DOCUMENTATION AGENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS CO-DOCUMENTATION AGENT

THE CHASE MANHATTAN BANK, AS CO-AGENT

SUNTRUST BANK, AS CO-AGENT

AND

THE SEVERAL OTHER LENDERS

FROM TIME TO TIME PARTIES HERETO

TABLE OF CONTENTS

2.22.Withholding Tax Exemption.

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ARTICLE XI THE ADMINISTRATIVE AGENT AND
AGREEMENTS AMONG LENDERS

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REVOLVING CREDIT AGREEMENT

This Revolving Credit Agreement dated as of July 9, 2001 is among Duke Realty Limited Partnership, an Indiana limited partnership (the “Borrower”), Duke Realty Corporation, an Indiana corporation (the “General Partner” and the “Guarantor”), Banc One Capital Markets, Inc. (“BOCM”) (the “Lead Arranger” and “Sole Book Runner”), Bank One, NA (“Bank One”) as a Lender and not individually, but as “Administrative Agent”, Wachovia Bank, NA (“Wachovia”) as Syndication Agent and as Lender, Bank of America, NA, (“BOA”) as Co-Documentation Agent and Lender, Wells Fargo Bank, National Association (“Wells Fargo”) as Co-Documentation Agent and Lender, The Chase Manhattan Bank, (“Chase”), as Co-Agent and Lender, SunTrust Bank (“SunTrust”) as Co-Agent and Lender and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, with Bank One, Wachovia, BOA, Wells Fargo, Chase and SunTrust, the “Lenders”) (this “Agreement”).

RECITALS

A.The Borrower is primarily engaged in the business of purchasing, developing, owning, operating, leasing and managing office, industrial and retail properties.

B.The General Partner, the Borrower’s sole general partner, is listed on the New York Stock Exchange and is qualified as a real estate investment trust.

C.The Borrower and the General Partner have requested that the Lenders make loans available to the Borrower in the aggregate amount of up to $150,000,000 (the “Facility”) and that the Administrative Agent act as administrative agent for the Lenders.  The Administrative Agent and the Lenders have agreed to do so.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement:

“ABR Advance” means an Advance which bears interest at the ABR Rate.

“ABR Applicable Margin” means, as of any date, the Applicable Margin in effect on such date with respect to ABR Advances and ABR Loans.

“ABR Loan” means a Loan which bears interest at the ABR Rate.

“ABR Rate” means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) ABR Applicable Margin for such day, in each case changing when and as the Prime Rate changes.

“Adjusted EBITDA” means EBITDA less Capital Expenditure Reserve Amount.

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“Adjusted Prime Rate” means, for any day, a rate per annum equal to (i) the Prime Rate for such day plus (ii) Prime Applicable Margin for such day, in each case changing when and as the Prime Rate changes.

“Administrative Agent” means Bank One, NA in its capacity as contractual representative for the Lenders pursuant to Article XI, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article XI.

“Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans made by the Lenders to the Borrower of the same Type and, in the case of LIBOR Advances, for the same LIBOR Interest Period.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.  A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, which initially shall be $150,000,000.

“Agreement” means this Revolving Credit Agreement, as it may be amended or modified

“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.

“Applicable Margin” means the applicable margin set forth in the table in Exhibit A used in calculating the interest rate applicable to the various Types of Advances which shall vary from time to time in accordance with Borrower’s and Guarantor’s long term unsecured debt ratings.

“Arranger” means BOCM.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assets Under Development” means, as of any date of determination, any Project owned by the Borrower or any of its Subsidiaries on which the construction of new income-producing building or buildings has been commenced and is continuing, both such land and improvements under construction to be valued for purposes of this Agreement at then-current book value, as determined in accordance with GAAP.

“Authorized Officer” means any of Darell E. Zink, Dennis D. Oklak, Gary Burk, Matthew A. Cohoat, Michael D. Pitts, Howard Feinsand or Thomas C. Hefner acting singly.

“Borrower” means Duke Realty Limited Partnership, an Indiana limited partnership, and its successors and permitted assigns.

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” is defined in Section 2.10.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of LIBOR Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois, and San Francisco, California for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois and San Francisco, California for the conduct of substantially all of their commercial lending activities.

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“Capital Expenditure Reserve Amount” means, for any quarter, the greater of (i) 6% of EBITDA for such quarter or (ii) the average quarterly capital expenditures, leasing commissions and tenant improvement costs except for leasing commissions and tenant improvement costs associated with the initial leasing of space not previously occupied (i.e., first generation space) for the four most recently completed quarters.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation and any and all warrants or options to purchase any of the foregoing.

“Capitalized Lease” of a Person means any lease of Property imposing obligations on such Person, as lessee thereunder, which are required in accordance with GAAP to be capitalized on a balance sheet of such Person.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Equivalents” means, as of any date, (i) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposit having maturities of not more than one year from such date and issued by any domestic commercial bank having (A) senior long-term unsecured debt rated at least A or the equivalent thereof by S&P, A or the equivalent thereof by Duff & Phelps or A2 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $500,000,000, and (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P, A-1 or the equivalent thereof by Fitch or P-1 or the equivalent thereof by Moody’s and in any such case maturing within 90 days from such date.

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Commitment” means, for each Lender, the obligation of such Lender to make Loans not exceeding the amount set forth opposite its signature below or as set forth in any Notice of Assignment relating to any assignment that has become effective pursuant to Section 13.3.2, as such amount may be modified from time to time pursuant to the terms hereof.

“Condemnation” is defined in Section 8.9.

“Consent Notice” is defined in Section 2.25.

“Consolidated Net Income” means, for any period, consolidated net income (or loss) of the General Partner, the Borrower and their Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any other Person accrued prior to the date it becomes a Subsidiary of the General Partner or the Borrower or is merged into or consolidated with the General Partner, the Borrower or any of their Subsidiaries and (b) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary.

“Consolidated Net Worth” means, as of any date of determination, an amount equal to (a) Market Capitalization as of such date minus (b) Total Liabilities as of such date.

“Consolidated Secured Indebtedness” means, as of any date of determination, the sum of (a) the aggregate principal amount of all Indebtedness of the General Partner, the Borrower and their respective Subsidiaries outstanding at such date which is secured by a Lien on any asset of the General Partner, the Borrower or any of their respective Subsidiaries and (b) the excess, if any, of (i) the aggregate principal amount of all Unsecured Indebtedness of the Subsidiaries of the General

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Partner or the Borrower over (ii) $5,000,000, determined on a consolidated basis in accordance with GAAP and (c) the General Partner’s and Borrower’s pro rata share of any secured debt in Investment Affiliates.

“Consolidated Senior Unsecured Indebtedness” means, as of any date of determination, the sum of the aggregate principal amount of all Indebtedness of the General Partner, the Borrower and their Subsidiaries outstanding at such date, which does not constitute Consolidated Secured Indebtedness, but excluding Indebtedness which is contractually subordinated to the Indebtedness of the General Partner, the Borrower and their Subsidiaries under the Loan Documents on customary terms acceptable to the Administrative Agent.

“Consolidated Total Indebtedness” means, as of any date of determination, all Indebtedness of the General Partner, the Borrower and their respective Subsidiaries outstanding at such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Unsecured Indebtedness” means, as of any date of determination, the sum of the aggregate principal amount of all Indebtedness of the General Partner, the Borrower and their Subsidiaries outstanding at such date, which does not constitute Consolidated Secured Indebtedness.

“Continuing Lenders” is defined in Section 2.25.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the General Partner, the Borrower or any of their Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Conversion/Continuation Notice” is defined in Section 2.11.

“Debt Service” means, for any fiscal quarter, Interest Expense plus scheduled principal  amortization payments (excluding balloon payments), provided that in the case of amortization payments made less frequently than quarterly, 25% of the aggregate amortization payments for the fiscal year including such fiscal quarter shall be included in Debt Service for such quarter.

“Default” means an event of default described in Article VIII.

“Defaulting Lender” means any Lender which fails or refuses to perform its obligations under this Agreement within the time period specified for performance of such obligation, or, if no time frame is specified, if such failure or refusal continues for a period of five Business Days after written notice from the Administrative Agent; provided that if such Lender cures such failure or refusal, such Lender shall cease to be a Defaulting Lender.

“EBITDA” means operating income before extraordinary items, equity in earnings of Investment Affiliates and minority interest in earnings, as reported by the General Partner, the Borrower and their Subsidiaries in accordance with GAAP, plus (i) Interest Expense (excluding the General Partner’s and the Borrower’s pro-rata share of interest expense of Investment Affiliates), depreciation, amortization and income tax (if any) expense plus (ii) (without redundancy) the General Partner’s and the Borrower’s pro rata share of Net Operating Income from Investment Affiliates.

“Environmental Laws” means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect, in each case to the extent the foregoing are applicable to the General Partner, the Borrower or any Subsidiary or any of their respective assets or Projects.

“Equity Value” means Net Operating Income capitalized at a 9.5% rate less any Indebtedness or, in the case of assets acquired after the closing of the Facility, the purchase price less any Indebtedness attributable to such asset.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall income or net worth, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized or (ii) the jurisdiction in which the Administrative Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located.

“Extension Request” is defined in Section 2.24.

“Facility”  means the meaning given to such word in Recital D.

“Facility Fee” is defined in Section 2.5.

“Facility Termination Date” means July 8, 2002 subject to extension to July 7, 2003 pursuant to Section 2.25 of this Agreement.

“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10 a.m. (Chicago time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“Fitch” means Fitch, Inc., and its successors.

“Fixed Charges” means, for any fiscal quarter, Debt Service for such quarter, plus Preferred Dividends.

“Funds From Operations” means, for any period, Consolidated Net Income for such period without giving effect to depreciation and amortization, gains or losses from extraordinary items and gains or losses on sales of previously depreciated real estate.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 7.1.

“General Partner” means Duke Realty Corporation, an Indiana corporation, the sole general partner of the Borrower, and its successors and assigns.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee Obligation” means, as to any Person (the “guaranteeing person”), any obligation (determined without duplication) of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any Letter of Credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counter-indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity

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capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided, that in the absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. Notwithstanding the foregoing, the term Guarantee Obligation shall not include a Guarantee by Borrower or General Partner of Indebtedness of an Investment Affiliate (“Investment Affiliate Debt”) if all of the following conditions are met:

(a)           The Guarantee provided by the Borrower and/or General Partner is limited to an amount not greater than 50% of the value of the properties securing the Investment Affiliate Debt (computed by capitalizing the Property Operating Income from such properties at a rate of 9.5%), and

(b)           The Investment Affiliate Debt is for a stabilized property (defined for purposes of this test as a Property that is at least 90% occupied or a Property that has been in operation for more than a year) or pool of stabilized properties, The amount of the Investment Affiliate Debt that is being guaranteed (together with any other Investment Affiliate Debt of such Investment Affiliate that is secured by the same collateral that secures the Investment Affiliate Debt being guarantied) is not more than 50% of the value of the properties securing such Investment Affiliate Debt (computed by capitalizing the Property Operating Income from such properties at a rate of 9.5%), and,

(c)           The aggregate amount excluded under Guarantee Obligations does not exceed 2.5% of Market Capitalization.

“Guarantor” means the General Partner in its capacity as the guarantor under the  Guaranty.

“Guaranty” means that certain Guaranty of even date herewith executed by the Guarantor in favor of the Administrative Agent, for the ratable benefit of the Lenders, as it may be amended or modified and in effect from time to time.

“Indebtedness” of any Person at any date means without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), to the extent such obligations constitute indebtedness for the purposes of GAAP, (c) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (d) all Capitalized Lease Obligations, (e) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (f) all Guarantee Obligations of such Person (excluding in any calculation of consolidated indebtedness of the Borrower, Guarantee Obligations of the Borrower in respect of primary obligations of any Subsidiary), (g) all reimbursement obligations of such Person for letters of credit and other contingent liabilities to the extent not otherwise included under another clause of this definition, (h) all liabilities secured by any lien (other than liens for taxes not yet due and payable) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (i) any repurchase obligation or liability of such Person or any of its Subsidiaries with respect to accounts or notes receivable sold by such Person or any of its Subsidiaries, (j) any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of such Person, (k) such Person’s pro rata share of debt in Investment Affiliates and (l) any loans where such Person is liable as a general partner.

“Indemnified Parties” means the Lead Arranger and the Administrative Agent.

“Interest Expense” means all interest expense of the General Partner, the Borrower and their Subsidiaries determined in accordance with GAAP plus (i) the General Partner’s and the Borrower’s pro rata share of interest expense in Investment Affiliates, (ii) capitalized interest not covered by an interest reserve from a loan facility, (iii) 100% of any accrued, or paid interest incurred on any obligation for which the Borrower or the General Partner is wholly or partially liable under

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repayment, interest carry, or performance guarantees, or other relevant liabilities, provided that no expense shall be included more than once in such calculation even if it falls within more than one of the foregoing categories.

“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person.

“Investment Affiliate” means any Person in which the General Partner or the Borrower, directly or indirectly, has an ownership interest, whose financial results are not consolidated under GAAP with the financial results of the General Partner or the Borrower on the consolidated financial statements of the General Partner or the Borrower.

“Lead Agents” means Bank One, Wachovia, BOA and Wells Fargo.

“Lead Arranger” means  BOCM.

“Lender Affiliate” means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Lenders” means the lending institutions listed on the signature pages of this Agreement, their respective successors and assigns and any other lending institutions that subsequently become parties to this Agreement pursuant to Section 13.3.

“Lending Installation” means, with respect to a Lender, any office, branch, subsidiary or affiliate of such Lender.

“Letter of Credit” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

“LIBOR Advance” means an Advance which bears interest at a LIBOR Rate.

“LIBOR Applicable Margin” means, as of any date with respect to any LIBOR Interest Period, the Applicable Margin in effect for such LIBOR Interest Period as determined in accordance with Section 2.4 hereof.

“LIBOR Base Rate” means, with respect to a LIBOR Advance for the relevant LIBOR Interest Period, the offered rate for the period equal to or next greater than the LIBOR Interest Period for U.S. Dollar deposits of not less than $1,000,000.00 as of 11:00 A.M. City of London, England time two Business Days prior to the first day of the LIBOR Interest Period as shown on the display designated as “British Bankers Association Interest Settlement Rates” on Reuters for the purpose of displaying such rate.  In the event that such rate is not available on Reuters, then such offered rate shall be otherwise independently determined by Administrative Agent from an alternate, substantially similar independent source available to Administrative Agent or shall be calculated by Administrative Agent by a substantially similar methodology as that theretofore used to determine such offered rate.

“LIBOR Interest Period” means with respect to a LIBOR Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement.  Such LIBOR Interest Period shall end on (but exclude) the day which corresponds numerically to such date one, two, three or six months thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such LIBOR Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month.  If a LIBOR Interest Period would otherwise end on a day which is not a Business Day, such LIBOR Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar

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month, such LIBOR Interest Period shall end on the immediately preceding Business Day.  In no event shall a LIBOR Interest Period extend beyond the then current Facility Termination Date.

“LIBOR Loan” means a Loan which bears interest at a LIBOR Rate.

“LIBOR Rate” means, with respect to a LIBOR Advance for the relevant LIBOR Interest Period, the sum of (i) the quotient of (a) the LIBOR Base Rate applicable to such LIBOR Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such LIBOR Interest Period, plus (ii) the LIBOR Applicable Margin in effect on the day that such LIBOR Base Rate was determined.  The LIBOR Rate shall be rounded to the next higher multiple of 1/100 of 1% if the rate is not a multiple of 1/16 of 1% or 1/100 of 1%.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan” means, with respect to a Lender, such Lender’s portion of any Advance.

“Loan Documents” means this Agreement, the Notes, the Guaranty, and any other document from time to time evidencing or securing indebtedness or obligations incurred by the General Partner or the Borrower under this Agreement, as any of the foregoing may be amended or modified from time to time.

“Market Capitalization” means (a) Total Property Operating Income capitalized at 9.5%, plus (b) ”earnings from service operations” capitalized at 20%, plus (c) 50% of Assets Under Development (75% for a property that has signed leases for 75% or more of the square feet of the space), plus (d) the amount of any cash equivalents, excluding tenant security and other restricted deposits, plus (e) the lower of book value or market value of land not under development.

“Material Adverse Effect” means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the General Partner, the Borrower and their Subsidiaries taken as a whole, (ii) the ability of the General Partner or the Borrower to perform their obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maximum Legal Rate” means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or in the Note or other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the General Partner, the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

“Net Operating Income” means, with respect to any Investment Affiliate or Subsidiary, for any period, such entity’s operating income minus all operating expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the generation of such operating income but excluding interest expense and other debt service charges and any non–cash charges such as depreciation or amortization of financing costs.

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“Note” means a promissory note, in substantially the form of Exhibit B-1 hereto, duly executed by the Borrower and payable to the order of a Lender in the amount of its Commitment, including any amendment, modification, renewal or replacement of such promissory note.

“Notice of Assignment” is defined in Section 13.3.2.

“Obligations” means the Advances and all accrued and unpaid fees and all other obligations of Borrower to the Administrative Agent or the Lenders arising under this Agreement or any of the other Loan Documents.

“Other Taxes” is defined in Section 4.5(ii).

“Participants” is defined in Section 13.2.1.

“Payment Date” means, with respect to the payment of interest accrued on any Advance, the first day of each calendar month.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Percentage” means for each Lender the ratio that such Lender’s Commitment bears to the Aggregate Commitment, expressed as a percentage.

“Permitted Liens” are defined in Section 7.15.

“Person” means any natural person, corporation, firm, joint venture, partnership, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the General Partner, the Borrower or any member of the Controlled Group may have any liability.

“Preferred Dividends” shall mean, for any period, without duplication of such amounts as constitute intercompany debts or distributions, the sum of (a) dividends or distributions due and payable or accrued during such period on preferred stock issued by General Partner or a Subsidiary, and (b) distributions which are the functional equivalent of preferred dividends (i.e., which the issuer is required to make prior to distributions on another class or other classes of partnership interests) and which are due and payable or accrued during such period on preferred partnership interests issued by Borrower or any other Subsidiary.

“Prime Advance” means an Advance which bears interest at the Adjusted Prime Rate.

“Prime Applicable Margin” means, as of any date, the Applicable Margin in effect on such date with respect to Prime Advances and Prime Loans.

“Prime Loan” means a Loan which bears interest at the Adjusted Prime Rate.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as such prime rate changes.

“Project” means any real estate asset owned or operated by the Borrower or any Subsidiary and operated or intended to be operated as an office, industrial or retail property.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

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“Property Operating Income” means, with respect to any Project or other real estate asset, for any period, earnings from rental operations (computed in accordance with GAAP) attributable to such Project or other real estate asset plus depreciation, amortization and interest expense for such period, and, if such period is less than a year, adjusted by straight lining various ordinary operating expenses which are payable less frequently than once during every such period (e.g. real estate taxes and insurance).

“Purchasers” is defined in Section 13.3.1.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Required Lenders” means Lenders in the aggregate having at least 66 2/3% of the Aggregate Commitment (not held by Defaulting Lenders who are not entitled to vote) or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 66 2/3% of the aggregate unpaid principal amount of the outstanding Advances (not held by Defaulting Lenders who are not entitled to vote).

“Response Date” is defined in Section 2.25.

“Revolving Credit Termination Balance” means the aggregate principal amount of Advances outstanding on the Revolving Credit Termination Date after giving effect to any Advances made or repaid on that date.

“Revolving Credit Termination Date” means July 8, 2002 or any later date as may be specified as the Revolving Credit Termination Date in accordance with Section 2.25.

“Reserve Requirement” means, with respect to a LIBOR Interest Period, the maximum aggregate reserve requirement on Eurocurrency liabilities.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Single Employer Plan” means a Plan maintained by the General Partner or the Borrower or any member of the Controlled Group for employees of the General Partner or the Borrower or any member of the Controlled Group.

“Subsidiary” means, as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person including all subsidiaries consolidated pursuant to GAAP.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower or the General Partner.

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“Subsidiary Guarantor” means each Subsidiary of Borrower or General Partner that does not have any Indebtedness and which executes and delivers to the Administrative Agent a Subsidiary Guaranty.

“Subsidiary Guaranty” means any guaranty executed and delivered by any Subsidiary of the Borrower, substantially in the form of Exhibit K, as the same may be amended, supplemented or otherwise modified from time to time.

“Substantial Portion” means, with respect to the Property of the General Partner, the Borrower or their Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the General Partner, the Borrower and their Subsidiaries as disclosed on the most recently issued quarterly consolidated financial statements of the General Partner, the Borrower and their Subsidiaries, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the General Partner, the Borrower and their Subsidiaries as reflected in the financial statements referred to in clause (i) above.

“S&P” means Standard & Poor’s Ratings Group and its successors.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

“Term Loan Request” is defined in Section 2.25.

“Total Liabilities” means all Indebtedness plus all other GAAP liabilities of the Borrower, General Partner and their respective Subsidiaries.

“Total Property Operating Income” means the sum of (i) earnings from rental operations (computed in accordance with GAAP) plus depreciation, amortization and interest expense (adjusted for any acquisitions and divestitures), and (ii) (without redundancy) the Borrower’s pro rata share of Net Operating Income from Investment Affiliates.  The earnings from rental operations shall be adjusted to include pro forma earnings (as substantiated to the satisfaction of the Administrative Agent) for an entire quarter for any property acquired or placed in service during the quarter and to exclude earnings during such quarter from any property not owned as of the end of the quarter.

“Transferee” is defined in Section 13.5.

“Type” means, with respect to any Advance, its nature as a Prime Advance or a LIBOR Advance.

“Unencumbered Asset” means, with respect to any Project which is in service, at any date of determination, the circumstance that such asset on such date (a) is not subject to any Liens or claims (including restrictions on transferability or assignability) of any kind (including any such Lien, claim or restriction imposed by the organizational documents of the Borrower or any Subsidiary, but excluding Permitted Liens other than those identified in Sections 7.15(v) and (vi)), (b) is not subject to any agreement (including (i) any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset, and (ii) if applicable, the organizational documents of the Borrower or any Subsidiary) which prohibits or limits the ability of the General Partner, the Borrower or any of their Subsidiaries to create, incur, assume or suffer to exist any Lien upon any assets or Capital Stock of the General Partner, the Borrower or any of their Subsidiaries, (c) is not subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) which entitles any Person to the benefit of any Lien (but excluding Permitted Liens other than those identified in Sections 7.15(v) and (vi)) on any assets or Capital Stock of the General Partner, the or any of their Subsidiaries, or would entitle any Person to the benefit of any Lien (but excluding Permitted Liens other than those identified in Sections 7.15(v) and (vi)) on such assets or Capital Stock upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause), and (d) is 100% owned in fee simple by the Borrower or a Subsidiary Guarantor.  For the purposes of this Agreement, any Property of a Subsidiary shall not be deemed to be unencumbered unless both (i) such Property and (ii) all Capital Stock of such Subsidiary held by the General Partner or the Borrower is unencumbered.

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“Unfunded Liabilities” means the amount (if any) by which the present value of all vested nonforfeitable benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Unrestricted Cash and Cash Equivalents” means, as of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash then held by the Borrower or any of its consolidated Subsidiaries and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at the lower of cost and fair market value) then held by the Borrower or any of its consolidated Subsidiaries.  As used in this definition, “Unrestricted” means the specified asset is not subject to any Liens or claims of any kind in favor of any Person.

“Value of Unencumbered Assets” means, as of the end of a quarter, the value of all Unencumbered Assets as of such date (other than those that are not approved by the Required Lenders), determined by capitalizing the Property Operating Income for such quarter (as annualized) from such Unencumbered Assets at a rate of 9.5%.  The Required Lenders shall have the right to approve assets which are included in the determination of the Value of Unencumbered Assets.  The substitution or addition of new assets shall also be subject to the approval of the Required Lenders.  If an approved asset is acquired during a quarter then Borrower shall be entitled to include pro forma Property Operating Income from such property for the entire quarter in the foregoing calculation.  If an asset is not owned as of the last day of a quarter then no value shall be included based on capitalizing Property Operating Income from such asset.

“Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“Withdrawing Lender” is defined in Section 2.24.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

THE CREDIT

2.1           Commitment.

From and including the date of this Agreement and prior to the Revolving Credit Termination Date, each Lender severally agrees, subject to the terms and conditions set forth in this Agreement, to make Loans to the Borrower from time to time prior to the Revolving Credit Termination Date, provided that the making of any such Loan will not cause the total of the outstanding principal balance of all Loans to exceed the Aggregate Commitment.  Each Lender shall fund its Percentage of each Advance and no Lender will be required to fund any amount, which when aggregated with such Lender’s Percentage of all other Advances then outstanding would exceed such Lender’s Commitment.  Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Revolving Credit Termination Date. The Commitments of each Lender to lend hereunder shall expire on the Revolving Credit Termination Date.

2.2           Final Principal Payment.

Any outstanding Advances and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date.

2.3           Loans.

Each Advance hereunder shall consist of Loans made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment. The Advances may be Prime Advances or LIBOR Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.10 and 2.11.

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2.4           Applicable Margins.

The ABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances shall vary from time to time in accordance with the long-term unsecured debt ratings from Moody’s, Fitch and S&P of the General Partner and the Borrower. In the event the General Partner and the Borrower have different ratings, the rating of the higher rated entity shall be used. In the event the rating agencies are split on the rating for the higher rated entity, the second highest rating for such entity shall be deemed to be the applicable rating (e.g., if the higher rated entity’s Moody’s debt rating is Baa1, its S&P debt rating is BBB and its Fitch’s rating is BBB, then the Applicable Margins shall be computed based on the S&P rating), and the Applicable Margins shall be adjusted effective on the next Business Day following any change in the higher rated entity’s Moody’s debt rating, S&P’s debt rating and/or Fitch’s debt rating, as the case may be. The applicable debt ratings and the Applicable Margins are set forth in the table attached as Exhibit A. In the event that S&P, Fitch or Moody’s or any two of them shall discontinue their ratings of the REIT industry, the General Partner or the Borrower, a mutually agreeable substitute rating agency (or two mutually agreeable substitute agencies if two of the existing rating agencies discontinue such ratings) shall be selected by the Required Lenders and the Borrower.  If the Required Lenders and the Borrower cannot agree on a substitute rating agency or substitute rating agencies within thirty (30) days of such discontinuance, or if S&P, Fitch and Moody’s shall discontinue their ratings of the REIT industry, the Borrower, or the General Partner, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type.

If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin, the LIBOR Applicable Margin, or Facility Fee Rate and if such increase is reversed and the affected Applicable Margin is restored within ninety (90) days thereafter, at the Borrower’s request, the Borrower shall receive a credit against interest next due the Lenders equal to interest accrued from time to time during such period of downgrade or discontinuance and actually paid by the Borrower on the Advances at the differential between such Applicable Margins and the differential of the Facility Fee paid during such period of downgrade.

If a rating agency upgrade results in a decrease in the ABR Rate Applicable Margin, LIBOR Applicable Margin or Facility Fee Rate and if such upgrade is reversed  and the affected Applicable Margin is restored within ninety (90) days thereafter, Borrower shall be required to pay an amount to the Lenders equal to the interest differential on the Advances and the differential on the Facility Fees during such period of upgrade.

2.5           Facility Fee.

The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee (the “Facility Fee”) calculated at a per annum percentage (“Facility Fee Rate”) of the total Aggregate Commitment. The Facility Fee Rate shall vary from time to time based on the Borrower’s or General Partner’s long term unsecured debt rating as set forth in the table attached hereto as Exhibit A, and determined in a manner consistent with the provisions of Section 2.4 relating to the Applicable Margins, and the Facility Fee payable quarterly in arrears on the last day of each calendar quarter hereafter beginning September 30, 2001 and on the Facility Termination Date.

2.6           Upfront Fee.

The Borrower will pay to Administrative Agent the fees specified in that certain Fee Letter dated May 7, 2001 at the times specified therein.

2.7           Conversion and Extension Fees.

If Borrower exercises its option pursuant to a Term Loan Request under Section 2.25 of this Agreement to convert the aggregate outstanding Loans to a term loan, Borrower shall pay each Lender a fee equal to a percentage of the aggregate of such Lender’s outstanding Loans on the initial Revolving Credit Termination Date equal to the upfront fee (expressed as a

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percentage) paid to such Lender on the Closing Date. If the Facility is extended pursuant to an Extension Request under Section 2.25 of this Agreement, Borrower shall pay each Continuing Lender a fee equal to the upfront fee (expressed as a percentage) paid to such Lender on the Closing Date of such Continuing Lender’s Commitment immediately after the extension and reallocation of all of the Commitments pursuant to Section 2.25.

2.8           Minimum Amount of Each Advance.

Each LIBOR Advance shall be in the minimum amount of $2,000,000 (and in multiples of $1,000,000 if in excess thereof), and each ABR Advance shall be in the minimum amount of $2,000,000 (and in multiples of $1,000,000 if in excess thereof), provided, however, that any ABR Advance may be in the amount of the unused Aggregate Commitment.

2.9           Optional Principal Payments.

The Borrower may from time to time pay, without penalty or premium, all or any part of outstanding ABR Advances upon two Business Days’ prior notice to the Administrative Agent. The Borrower may from time to time pay a LIBOR Advance, provided a LIBOR Advance may not be paid prior to the last day of the applicable LIBOR Interest Period unless accompanied by any amount due pursuant to Section 4.4.

2.10         Method of Selecting Types and Interest Periods for New Advances.

The Borrower shall select the Type of Advance and, in the case of each LIBOR Advance, the LIBOR Interest Period applicable to each Advance from time to time. The Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) (i) not later than 10:00 a.m. Chicago time, at least one (1) Business Day before the Borrowing Date of each Prime Advance and (ii) not later than 10:00 a.m. Chicago time, at least three (3) Business Days before the Borrowing Date for each LIBOR Advance, specifying:

(a)           the Borrowing Date, which shall be a Business Day, of such Advance,

(b)           the aggregate amount of such Advance,

(c)           the Type of Advance selected, and

(d)           in the case of each LIBOR Advance, the LIBOR Interest Period applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall make available its Loan or Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIV.  The Lenders shall not be obligated to match fund their LIBOR Advances. The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.

No LIBOR Interest Period may end after the Facility Termination Date and, unless all of the Lenders otherwise agree in writing, in no event may there be more than seven (7) different LIBOR Interest Periods for LIBOR Advances outstanding at any one time.

2.11         Conversion and Continuation of Outstanding Advances.

ABR Advances shall continue as ABR Advances unless and until such ABR Advances are converted into LIBOR Advances. Each LIBOR Advance shall continue as a LIBOR Advance until the end of the then applicable LIBOR Interest Period therefor, at which time such LIBOR Advance shall be automatically converted into an ABR Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice requesting that, at the end of such LIBOR Interest Period, such LIBOR Advance continue as a LIBOR Advance for the same or another LIBOR Interest Period. Subject to the terms of Section 2.8, the Borrower may elect from time to time to convert all or any part of an Advance of any Type into any other Type of Advance; provided that any conversion of any LIBOR Advance shall be made

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on, and only on, the last day of the LIBOR Interest Period applicable thereto.  The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance or continuation of a LIBOR Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into an ABR Advance, or three Business Days, in the case of a conversion into or continuation of a LIBOR Advance, prior to the date of the requested conversion or continuation, specifying:

(i)            the requested date which shall be a Business Day, of such conversion or continuation;

(ii)           the aggregate amount and Type of the Advance which is to be converted or continued; and

(iii)          the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

2.12         Changes in Interest Rate, Etc.

Each ABR Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a LIBOR Advance into a ABR Advance pursuant to Section 2.11 to but excluding the date it becomes due or is converted into a LIBOR Advance pursuant to Section 2.11 hereof, at a rate per annum equal to the ABR Rate for such day.  Changes in the rate of interest on that portion of any Advance maintained as a ABR Advance will take effect simultaneously with each change in the Alternate Base Rate.  Each LIBOR Advance shall bear interest from and including the first day of the LIBOR Interest Period applicable thereto to (but not including) the last day of such LIBOR Interest Period at the interest rate determined as applicable to such LIBOR Advance.

2.13         Rates Applicable After Default.

Notwithstanding anything to the contrary contained in Section 2.10 or 2.11, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued beyond its current term as a LIBOR Advance.  During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each LIBOR Advance shall bear interest for the remainder of the applicable LIBOR Interest Period at the rate otherwise applicable to such LIBOR Interest Period plus 2% per annum and (ii) each ABR Advance shall bear interest at a rate per annum equal to the ABR Rate otherwise applicable to the ABR Advance plus 2% per annum; provided that such rates shall become applicable automatically without notice to the Borrower if a Default occurs under Section 8.7 or Section 8.8.

2.14         INTENTIONALLY OMITTED

2.15         Voluntary Reduction in Aggregate Commitment.

Upon at least fifteen (15) days prior irrevocable written notice (or telephone notice promptly confirmed in writing) to the Administrative Agent, Borrower shall have the right, without premium or penalty, to terminate permanently the Aggregate Commitment in whole or in part provided that (a) Borrower may not reduce the Aggregate Commitment below the total outstanding principal amount of Loans at the time of such requested reduction, and (b) any such partial termination shall be in the minimum aggregate amount of Five Million Dollars ($5,000,000.00) or any integral multiple of Five Million Dollars ($5,000,000.00) in excess thereof.  Any partial termination of the Aggregate Commitment shall be applied pro rata to each Lender’s Commitment.

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2.16         Method of Payment.

All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIV, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by noon (local time) on the date when due and shall be applied by the Administrative Agent among the Lenders in accordance with the class or type of Obligation being paid.  Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender promptly, which is expected to be by the close of business on the same Business Day received by Administrative Agent if received by noon (local time) but shall in any event not be later than the next Business Day, provided that the Administrative Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) the rate of interest applicable to such Loans, from the Business Day such funds are received by the Administrative Agent in immediately available funds (provided, if such funds are not received by the Administrative Agent by noon (local time), such period shall commence on the Business Day immediately following the day such funds are received) until such funds are paid to such Lenders. If Borrower makes its payment by Noon (local time) on a Business Day it shall not be responsible for additional amounts owed to Lenders if such funds are not received by the Lenders on such Business Day.  The Administrative Agent is hereby authorized to charge the account of the Borrower maintained with Bank One for each payment of any of the Obligations as it becomes due hereunder.

2.17         Notes; Telephonic Notices.

Each Lender is hereby authorized to record the principal amount of each of its Loans and each repayment on the schedule attached to its Note, provided, however, that the failure to so record shall not affect the Borrower’s obligations under such Note.  Each Lender’s books and records, including without limitation, the information, if any, recorded by the Lender on the Schedule attached to its Note, shall be deemed to be prima facia correct.  The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Borrower.  The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation signed by an Authorized Officer of each telephonic notice, if such confirmation is requested by the Administrative Agent or any Lender.  If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

2.18         Interest Payment Dates; Interest and Fee Basis.

Interest accrued on each Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, and at maturity, whether by acceleration or otherwise.  Interest accrued on each LIBOR Advance shall also be payable on any date on which the LIBOR Advance is prepaid (provided that nothing herein shall authorize a prepayment which is not otherwise permitted hereunder). Interest and Facility Fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment.  If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.19         Notification of Advances, Interest Rates and Prepayments.

Promptly after receipt thereof (but in no event later than one Business Day prior to the proposed Borrowing Date for a ABR Advance or three Business Days prior to the proposed Borrowing Date for a LIBOR Advance) the Administrative

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Agent will notify each Lender of the contents of each Borrowing Notice, Term Loan Request, Extension Request, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each LIBOR Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

2.20         Lending Installations.

Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time.  All terms of this Agreement shall apply to any such Lending Installation and the Notes shall be deemed held by each Lender for the benefit of such Lending Installation.  Each Lender may, by written or telex notice to the Administrative Agent and the Borrower, designate a Lending Installation through which Loans will be made by it and for whose account Loan payments are to be made.

2.21         Non-Receipt of Funds by the Administrative Agent.

Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made.  The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption.  If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

2.22         Usury.

This Agreement and each Note are subject to the express condition that at no time shall the Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate.  If by the terms of this Agreement or the Loan Documents, the Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the interest rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder.  All sums paid or agreed to be paid to a Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.23         Applications of Moneys Received.

All moneys collected or received by the Administrative Agent on account of the Facility directly or indirectly, shall be applied in the following order of priority:

(i)            to the payment of all reasonable costs incurred in the collection of such moneys of which the Administrative Agent shall have given notice to the Borrower;

(ii)           to the reimbursement of any yield protection due to the Lenders in accordance with Section 4.1;

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(iii)          to the payment of the Facility Fee to the Lenders, if then due, in accordance with their Percentages and to the payment of the Administrative Agent’s Fee to the Administrative Agent if then due;

(iv)          (a) in case the entire unpaid principal of the Loan shall not have become due and payable, the whole amount received as interest then due to the Lenders (other than a Defaulting Lender) as their respective Percentages appear, together with the whole amount, if any, received as principal to the Lenders as their respective Percentages appear, or (b) in case the entire unpaid principal of the Loan shall have become due and payable, as a result of a Default or otherwise, to the payment of the whole amount then due and payable on the Loan for principal, together with interest thereon at the Default Rate to the Lenders (other than a Defaulting Lender) as their respective Percentages appear until paid in full; and

(v)           to the payment of any sums due to each Defaulting Lender as their respective Percentages appear (provided that Administrative Agent shall have the right to set-off against such sums any amounts due from such Defaulting Lender).

2.24         Conversion and Extension Options.

The Borrower shall have the option to (1) convert the Revolving Credit Termination Balance to a one-year term loan maturing on July 8, 2003 (in which case any unfunded portion of the Commitments shall be cancelled and the Facility Termination Date shall be extended to July 8, 2003), provided no Default exists (a “Term Loan Request”), or (2) request a 364 day extension to July 7, 2003 of both the Revolving Credit Termination Date and the Facility Termination Date (an “Extension Request”).  Borrower must provide any such Term Loan Request or Extension Request to the Administrative Agent no more than sixty (60) days prior to the initial Revolving Credit Termination Date, and no less than thirty (30) days prior to the initial Revolving Credit Termination Date, provided that if Borrower issues an Extension Request and such request is not approved by the Required Lenders, Borrower may issue a Term Loan Request within five (5) days of notification that such request was not approved.  Promptly upon receipt from the Borrower of any notice pursuant to this Section 2.25, the Administrative Agent shall notify each Lender of the contents of such notice and, in the case of an Extension Request, shall request that such Lender approve the Extension Request.  If the Borrower issues a Term Loan Request, the Revolving Credit Termination Balance shall be converted to a term loan in the manner described above without the need for any consent or approval of the Administrative Agent, the Arranger, the Lenders or any other party.  Each Lender approving an Extension Request shall deliver its written consent (a “Consent Notice”) to the Borrower and the Administrative Agent on or prior to the fifteenth (15^th) day after the date on which such notice is sent by the Administrative Agent to the Lenders (the “Response Date”). Each Lender may give or withhold its consent to any Extension Request in its sole discretion. The extension pursuant to any Extension Request shall only be effective if such extension is approved by the Required Lenders, and such extension shall not be effective with respect to any Lender which (i) by notice (a “Withdrawal Notice”) to the Borrower and the Administrative Agent prior to the Response Date declines to consent to such Extension Request or (ii) fails to respond to the Borrower and the Administrative Agent prior to the Response Date (each such Lender, a “Withdrawing Lender” and each Lender other than a Withdrawing Lender, a “Continuing Lender”). The Administrative Agent shall promptly notify the Borrower and the Lenders whether the Extension Request was approved or denied. If the consent of the Required Lenders to any such Extension Request is received by the Administrative Agent on or prior to the Response Date, (i) the new Revolving Credit Termination Date shall become effective on the initial Revolving Credit Termination Date, (ii) the Agent shall promptly notify the Borrower and each Lender of the new Revolving Credit Termination Date, (iii) the Commitments of the Continuing Lenders shall be extended on the initial Revolving Credit Termination Date and (iv) the Withdrawing Lenders shall be paid in full and their Commitments shall be cancelled or assumed by new lenders selected by the Borrower and the Arranger on the initial Revolving Credit Termination Date. Upon repayment of a Withdrawing Lender’s Loans, such Lender shall be released from this Agreement, its Percentage of the Aggregate Commitment, and all of the rights and obligations under the Agreement as of the date of such release. Such Lender will remain responsible for all obligations accruing prior to the date of such release. Concurrently with such release, the Aggregate Commitment shall be reduced by the Commitment of the Lender that is released and the Percentages shall be recalculated, unless the Borrower arranges for a new lender to assume such Lender’s Commitment by assignment in accordance with the terms of this Agreement.

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(b)  A Withdrawing Lender shall be obliged, at the request of the Borrower and the Arranger and subject to such Withdrawing Lender receiving payment in full of all amounts owing to it under this Agreement, to assign, without recourse or warranty and by an assignment agreement substantially in the form of “Exhibit H” attached hereto, all of its rights and obligations under this Agreement to another financial institution nominated by the Borrower and the Arranger and willing to participate in the facility through the new Revolving Credit Termination Date in place of such Withdrawing Lender; provided that such assignee satisfies all of the requirements of this Agreement.

ARTICLE III

INTENTIONALLY OMITTED

ARTICLE IV

CHANGE IN CIRCUMSTANCES

4.1           Yield Protection.

If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi–governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a)           subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Loans, or

(b)           imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or

(c)           imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Loans, held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation as the case may be, of making or maintaining its LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation as the case may be, in connection with such LIBOR Loans or Commitment, then, within 15 days of demand by such Lender the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender as the case may be, for such increased cost or reduction in amount received.

4.2           Changes in Capital Adequacy Regulations.

If a Lender in good faith determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, or its obligation to make Loans hereunder (after taking into account such Lender’s or the Issuing Bank’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk–Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any

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other law, governmental or quasi–governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basel Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

4.3           Availability of Types of Advances.

If any Lender in good faith determines that maintenance of any of its LIBOR Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law, the Administrative Agent shall suspend the availability of the affected Type of Advance and require any LIBOR Advances of the affected Type to be repaid; or if the Required Lenders in good faith determine that (i) deposits of a type or maturity appropriate to match fund LIBOR Advances are not available, or (ii) an interest rate applicable to a Type of Advance does not accurately reflect the cost of making a LIBOR Advance of such Type, then, the Administrative Agent shall suspend the availability of the affected Type of Advance with respect to any LIBOR Advances made after the date of any such determination. If the Borrower is required to so repay a LIBOR Advance, the Borrower may concurrently with such repayment borrow from the Lenders, in the amount of such repayment, a Loan bearing interest at the Alternate Base Rate.

4.4           Funding Indemnification.

If any payment of a LIBOR Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a LIBOR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders or as a result of unavailability pursuant to Section 4.3, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the LIBOR Advance and shall pay all such losses or costs within fifteen (15) days after written demand therefor.

4.5           Taxes.

(i)            All payments by the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes.  If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.5) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.

(ii)           In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”).

(iii)          The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 4.5) paid by the Administrative Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent or such Lender makes demand therefor pursuant to Section 4.6.

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(iv)          Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v)           For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 4.5 with respect to Taxes imposed by the United States.

(vi)          Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate following receipt of such documentation.

(vii)         If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent). The obligations of the Lenders under this Section 4.5(vii) shall survive the payment of the Obligations and termination of this Agreement.

4.6           Lender Statements; Survival of Indemnity.

To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its LIBOR Loans to reduce any liability of the Borrower to such Lender under Sections 4.1, 4.2 and 4.5 or to avoid the unavailability of Advances under Section 4.3, so long as such designation does not reduce such Lender’s income or increase such Lender’s liabilities. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 4.1, 4.2, 4.4 or 4.5. Such written statement shall set forth

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in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a LIBOR Loan shall be calculated as though each Lender funded its LIBOR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.1, 4.2, 4.4 and 4.5 shall survive payment of the Obligations and termination of this Agreement.

4.7           Replacement of Lenders under Certain Circumstances.

The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 4.5, or (b) cannot maintain its LIBOR Loans at a suitable Lending Installation pursuant to Section 4.6, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to Borrower) no Unmatured Default  shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 4.4 and 4.6 if any LIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all amounts payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

ARTICLE V

CONDITIONS PRECEDENT

5.1           Effective Date.

This Agreement shall not become effective, and the Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, in form and substance satisfactory to the Lenders and their counsel and with sufficient copies for the Lenders, the following:

(i)            The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, the Guaranty and this Agreement;

(ii)           Copies, certified by an officer of the General Partner, of (1) its formation documents (including by-laws), together with all amendments thereto and (2) the formation documents (including the Partnership Agreement) of the Borrower, together with all amendments thereto;

(iii)          An incumbency certificate, executed by an officer of the General Partner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;

(iv)          Certificates of good standing for the General Partner and the Borrower, certified by the appropriate governmental officer of the State of Indiana, and if requested by Administrative Agent, foreign qualification certificates for the General Partner and the Borrower, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect

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(v)           Copies, certified by the Secretary or Assistant Secretary, of the General Partner’s Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to be executed and delivered by the General Partner and the Borrower hereunder;

(vi)          A written opinion of the General Partner and the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit D hereto;

(vii)         A certificate, signed by an officer of the General Partner on behalf of the Borrower and for itself, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the General Partner and the  Borrower are true and correct as of the initial Borrowing Date;

(viii)        A Financial Officer’s Certificate for Borrower certifying attached financial statement and compliance certificate in substantially the form of Exhibit F hereto (including all schedules or exhibits) as of March 31, 2001 including a certificate from an officer of the General Partner that there has been no material adverse change in the information in such financial statement and compliance certificate;

(ix)           UCC financing statement, judgment, and tax lien searches with respect to the General Partner and the Borrower from their states of organization and the states where they have their principal place of business;

(x)            Evidence of sufficient Unencumbered Assets (which evidence if requested by Administrative Agent may include mortgage releases and title policies) to assist the Administrative Agent in determining the Borrower’s compliance with the covenants set forth in Article VII herein;

(xi)           Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;

(xii)          Evidence that all parties whose consent is required for Borrower or General Partner to execute the Loan Documents have provided such consents;

(xiii)         Evidence that the Facility complies with the margin requirements of Regulation U, and other applicable laws and regulations;

(xiv)        Evidence that the following credit facilities extended to Duke-Weeks and its related operating partnerships have been paid and terminated: that certain Revolving Credit Facility dated June 30, 2000.

(xv)         Such other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

5.2           Each Advance.

The Lenders shall not be required to make any Advance other than an Advance that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances, unless on the applicable Borrowing Date:

(i)            There exists no Default or Unmatured Default;

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(ii)           The representations and warranties contained in Article VI are true and correct as of such Borrowing Date with respect to the General Partner, the Borrower and to any Subsidiary in existence (as applicable) on such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date; and

(iii)          All legal matters incident to the making of such Advance shall be satisfactory to the Lenders and their counsel.

Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 5.2(i) and (ii) have been satisfied.  Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit F hereto (including all schedules or exhibits) as a condition to making an Advance; provided that the calculations contained therein shall be based on the most recent quarterly information available.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

The General Partner and the Borrower each respectively (unless otherwise noted) represents and warrants to the Lenders that:

6.1           Existence.

It is duly organized, validly existing and in good standing under the laws of the State of Indiana, with its principal place of business in Indianapolis, Indiana and is duly qualified as a foreign corporation or partnership, properly licensed (if required), in good standing and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted. Each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

6.2           Authorization and Validity.

It has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder.  The execution and delivery by it of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents constitute legal, valid and binding obligations of, respectively, the General Partner or the Borrower enforceable against such entity in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity.

6.3           No Conflict; Government Consent.

Neither the execution and delivery by it of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on, respectively, the General Partner or the Borrower or any of such entity’s Subsidiaries or such entity’s or any Subsidiary’s articles of incorporation, by-laws, certificate of limited partnership or partnership agreement or the provisions of any indenture, instrument or agreement to which such entity or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the Property of such entity or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement.  No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents.

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6.4           Financial Statements; Material Adverse Change.

The March 31, 2001 consolidated financial statements of the General Partner, the Borrower and their Subsidiaries heretofore delivered to the Lenders were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present, the consolidated financial condition and operations of General Partner, the Borrower and their Subsidiaries at such date and the consolidated results of their operations for the period then ended.  Since March 31, 2001, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the General Partner, the Borrower and their Subsidiaries which could have a Material Adverse Effect.

6.5           Taxes.

It and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by, respectively, the General Partner or the Borrower or any of its Subsidiaries except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided.  To the knowledge of Borrower and the General Partner no tax liens have been filed and no claims are being asserted with respect to any such taxes.  To the knowledge of Borrower and the General Partner the charges, accruals and reserves on the books of the General Partner, the Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

6.6           Litigation and Guarantee Obligations.

There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of its officers, threatened against or affecting the General Partner, the Borrower or any of their Subsidiaries which could have a Material Adverse Effect. It has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 7.1.

6.7           Subsidiaries.

Schedule 1 hereto contains an accurate list of all of the presently existing Subsidiaries of such entity, setting forth their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by it or its Subsidiaries.  All of the issued and outstanding shares of capital stock of such Subsidiaries have been duly authorized and issued and are fully paid and non–assessable.

6.8           ERISA.

The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $1,000,000.  Neither it nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $250,000 in the aggregate.  Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither it nor any other members of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan.

6.9           Accuracy of Information.

All factual information heretofore or contemporaneously furnished by or on behalf of such entity or any of its Subsidiaries to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all other such factual information hereafter furnished by or on behalf of such entity or any of its Subsidiaries to the Administrative Agent or any Lender will be, true and accurate (taken as a whole) on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time.

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6.10         Margin Stock.

It does not hold any margin stock (as defined in Regulation U).

6.11         Material Agreements.

Neither it nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could have a Material Adverse Effect.  Neither it nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Indebtedness.

6.12         Compliance With Laws.

It and its Subsidiaries have complied in all material respects, to the best of their knowledge, with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property.  Neither it nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non–compliance or remedial action could have a Material Adverse Effect.

6.13         Ownership of Properties.

On the date of this Agreement, it and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 7.15, to all of the Property and assets reflected in the financial statements as owned by it.

6.14         Investment Company Act.

Neither it nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

6.15         Public Utility Holding Company Act.

Neither it nor any Subsidiary is a “holding company” or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

6.16         Solvency.

(i)            Immediately after the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of the General Partner, the Borrower and their Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the General Partner, the Borrower and their Subsidiaries on a consolidated basis; (b) the present fair saleable value of the Property of the General Partner, the Borrower and their Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the General Partner, the Borrower and their Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such

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debts and other liabilities become absolute and matured; (c) the General Partner, the Borrower and their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the General Partner, the Borrower and their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.

(ii)           It does not intend to, or to permit any of its Subsidiaries to, and does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

6.17         Insurance.

It and its Subsidiaries carry insurance on their Projects with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar projects in localities where it and its Subsidiaries operate, including, without limitation:

(i)            Property and casualty insurance (including coverage for flood and other water damage for any Project located within a 100-year flood plain) in the amount of the replacement cost of the improvements at the Project;

(ii)           Loss of rental income insurance in the amount not less than one year’s gross revenues from the Projects; and

(iii)          Comprehensive general liability insurance in the amount of $20,000,000 per occurrence, which may be maintained through umbrella policies.

6.18         REIT Status.

The General Partner is in good standing on the New York Stock Exchange, is qualified as a real estate investment trust and currently is in compliance with all applicable provisions of the Code.

6.19         Environmental Matters.

Each of the following representations and warranties is true and correct on and as of the Closing Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(i)            To the best knowledge of, respectively, the General Partner or the Borrower, the Projects of such entity and its Subsidiaries do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which constitute or constituted a violation of, or could reasonably give rise to liability under, Environmental Laws.  In making this statement, General Partner and Borrower are assuming (except to the extent that either of them has actual knowledge to the contrary) that any Person handling any Materials of Environmental Concern at any Project will do so in a reasonable manner and in accordance with all legal requirements.

(ii)           To the best knowledge of such entity, the Projects of such entity and its Subsidiaries and all operations at the Projects are in compliance, and have in the last two years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Projects of such entity and its Subsidiaries, or violation of any Environmental Law with respect to the Projects of such entity and its Subsidiaries.

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(iii)          Neither it nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Projects, nor does it have knowledge or reason to believe that any such notice will be received or is being threatened.

(iv)          To the best knowledge of such entity, Materials of Environmental Concern have not been transported or disposed of from the Projects of such entity and its Subsidiaries in violation of, or in a manner or to a location which could reasonably give rise to liability under, Environmental Laws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Projects of such entity and its Subsidiaries in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws.

(v)           No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of such entity, threatened, under any Environmental Law to which such entity or any of its Subsidiaries is or will be named as a party with respect to the Projects of such entity and its Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative order or other orders, or other administrative of judicial requirements outstanding under any Environmental Law with respect to the Projects of such entity and its Subsidiaries.

(vi)          To the best knowledge of such entity, there has been no release or threat of release of Materials of Environmental Concern at or from the Projects of such entity and its Subsidiaries, or arising from or related to the operations of such entity and its Subsidiaries in connection with the Projects in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

6.20         Unencumbered Assets.

Schedule 3 hereto contains a complete and accurate description of Unencumbered Assets as of the Closing Date.

ARTICLE VII

COVENANTS

During the term of this Agreement, unless, with respect to Sections 7.20(iii), (iv) and (v), the Required Lenders including the Arranger and, with respect to all other Sections in this Article VII, the Required Lenders shall otherwise consent in writing:

7.1           Financial Reporting.

The General Partner and the Borrower will maintain, for themselves and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Lenders:

(i)            As soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the General Partner (consolidated with the Borrower and their Subsidiaries), an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and retained earnings and of cash flows of the General Partner, the Borrower and their Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by the General Partner’s chief financial officer or chief accounting officer;

(ii)           As soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the General Partner, the Borrower and their Subsidiaries, related reports in form and substance satisfactory to the Lenders, all certified by the entity’s chief financial officer or chief accounting officer, including a statement of Funds From Operations, a description of Unencumbered Assets, a statement of Guarantee Obligations, including a description of any guaranties of Investment Affiliate Debt excluded from Guarantee Obligations pursuant to the definition thereof, along with a

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certification that the conditions for exclusion are met and such back-up information as may be requested by Administrative Agent, a listing of capital expenditures, a report listing and describing all newly acquired Projects, including their Property Operating Income, cost and secured or unsecured Indebtedness assumed in connection with such acquisition, if any, summary Project information for all Projects, including, without limitation, their Property Operating Income, occupancy rates, square footage, property type and date acquired or built, and such other information as may be requested;

(iii)          As soon as available, but in any event not later than 90 days after the close of each fiscal year, for the General Partner (consolidated with the Borrower and their Subsidiaries), audited financial statements, including a consolidated balance sheet as at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on by KPMG Peat Marwick LLP (or other independent certified public accountants of nationally recognized standing acceptable to Administrative Agent) without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit;

(iv)          As soon as available, but in any event not later than 90 days after the close of each fiscal year, for the General Partner, the Borrower and their Subsidiaries, related reports in form and substance satisfactory to the Lenders, certified by the entity’s chief financial officer or chief accounting officer, including reports containing taxable income and Property Operating Income for each individual property;

(v)           Together with the quarterly and annual financial statements required hereunder, a compliance certificate in substantially the form of Exhibit F hereto signed by the General Partner’s and the Borrower’s chief financial officers or chief accounting officers showing the calculations and computations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof;

(vi)          As soon as possible and in any event within 10 days after the General Partner or the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of such entity, describing said Reportable Event and the action which such entity proposes to take with respect thereto;

(vii)         As soon as possible and in any event within 10 days after receipt by the General Partner or the Borrower, a copy of (a) any notice or claim to the effect that the General Partner, the Borrower or any of their Subsidiaries is or may be liable to any Person as a result of the release by such entity, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the General Partner or the Borrower or any of their Subsidiaries, which, in either case, could have a Material Adverse Effect;

(viii)        Promptly upon the furnishing thereof to the shareholders of the General Partner or the partners of the Borrower, copies of all financial statements, reports and proxy statements so furnished;

(ix)           Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other reports and any other public information which the General Partner, the Borrower or any of their Subsidiaries files with the Securities Exchange Commission;

(x)            Promptly upon the distribution thereof to the press or the public, copies of all press releases; and

(xi)           Such other information (including, without limitation, financial statements for the Borrower and non–financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

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7.2           Use of Proceeds.

The General Partner and the Borrower will, and will cause each of their Subsidiaries to, use the proceeds of the Advances for the general business purposes of the Borrower, including working capital needs and interim financing for property acquisitions of new Projects, construction of new improvements or expansions of existing improvements on Projects, and to repay outstanding Advances. The General Partner and the Borrower will not, nor will they permit any Subsidiary to, use any of the proceeds of the Advances (i) to purchase or carry any “margin stock” (as defined in Regulation G or U) or (ii) to fund any purchase of, or offer for, any Capital Stock of any Person, unless such Person has consented to such offer prior to any public announcements relating thereto and the Required Lenders have consented to such use of the proceeds of such Advance.

7.3           Notice of Default.

The General Partner and the Borrower will give, and will cause each of their Subsidiaries to give, prompt notice in writing to the Lenders of the occurrence of (i) any Default or Unmatured Default and (ii) of any other development, financial or otherwise, which could have a Material Adverse Effect.

7.4           Conduct of Business.

The General Partner and the Borrower will do, and will cause each of their Subsidiaries to do, all things necessary to remain duly incorporated and/or duly qualified, validly existing and in good standing as a real estate investment trust, corporation, general partnership or limited partnership, as the case may be, in its jurisdiction of incorporation/formation and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted and to carry on and conduct its businesses in substantially the same manner as it is presently conducted and, specifically, neither the General Partner, the Borrower nor their respective Subsidiaries will undertake any business other than the acquisition, development, ownership, management, operation and leasing of office, industrial and retail properties and ancillary businesses specifically related thereto, except that the Borrower and its Subsidiaries may invest in (i) land, (ii) non-office/industrial/retail property holdings, (iii) stock holdings, (iv) mortgages, (v) passive non-real estate investments,  and (vi) joint ventures and partnerships, provided that the total investment in any one of the first five of the foregoing categories does not exceed ten percent (10%) of Market Capitalization, the total investment in the sixth category (joint ventures and partnerships) does not exceed 20% of Market Capitalization, and the total investment in all of the foregoing investment categories in the aggregate is less than or equal to twenty-five percent (25%) of Market Capitalization.  For the purposes of this Section 7.4, joint ventures and partnerships shall be valued in accordance with GAAP, non-revenue generating investments such as land and stock holdings shall be valued at the lower of acquisition cost or market value, and the value of all other investments shall be determined by capitalizing Property Operating Income from these assets at a rate of 9.5%.  In the event of any disagreement as to how to value an investment, the judgment of the Administrative Agent shall prevail.

7.5           Taxes.

The General Partner and the Borrower will pay, and will cause each of their Subsidiaries to pay, when due all taxes, assessments and governmental charges and levies upon them of their income, profits or Projects, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside.

7.6           Insurance.

The General Partner and the Borrower will, and will cause each of their Subsidiaries to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the General Partner and the Borrower will furnish to any Lender upon request full information as to the insurance carried.

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7.7           Compliance with Laws.

The General Partner and the Borrower will, and will cause each of their Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject.

7.8           Maintenance of Properties.

The General Partner and the Borrower will, and will cause each of their Subsidiaries to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that their businesses carried on in connection therewith may be properly conducted at all times.

7.9           Inspection.

The General Partner and the Borrower will, and will cause each of their Subsidiaries to, permit the Lenders, by their respective representatives and agents, to inspect any of the Projects, corporate books and financial records of the General Partner, the Borrower and each of their Subsidiaries, to examine and make copies of the books of accounts and other financial records of the General Partner, the Borrower and each of their Subsidiaries, and to discuss the affairs, finances and accounts of the General Partner, the Borrower and each of their Subsidiaries, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Lenders may designate.

7.11         Maintenance of Status.

The General Partner shall at all times (i) remain a corporation listed and in good standing on the New York Stock Exchange, and (ii) maintain its status as a real estate investment trust in compliance with all applicable provisions of the Code.

7.12         Dividends.

Provided there is not a continuing Default under Section 8.1 or Section 8.2, and there is not a continuing Default under Section 8.3 relating to a breach of any of the covenants contained in Section 7.20, the General Partner and its Subsidiaries shall be permitted to declare and pay dividends on their Capital Stock from time to time in amounts determined by the General Partner, provided, however, that subject to the terms of the next sentence, in no event shall the General Partner or any of its Subsidiaries declare or pay dividends on their Capital Stock if dividends paid in any period of four fiscal quarters, in the aggregate, would exceed 90% of Funds From Operations for such period.  Notwithstanding the foregoing, the General Partner shall be permitted to distribute whatever amount of dividends is necessary to maintain its tax status as a real estate investment trust, provided there is not a continuing Default under Sections 8.1 or 8.2.

7.13         Merger; Sale of Assets.

The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, enter into any merger, consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Property, except for such transactions that occur between Wholly–Owned Subsidiaries, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long as:

(i)            After giving effect to such merger or acquisition, no provision of this Agreement will have been violated;

(ii)           the General Partner and the Borrower will be surviving entities; and

(iii)          such merger is not accomplished through a hostile takeover.

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The Borrower will notify all of the Lenders of all material acquisitions, dispositions, mergers or asset purchases regardless of whether or not the Required Lenders must first give their written consent.

7.13         General Partner’s Ownership and Control of Borrower.

The General Partner will not relinquish, and will not allow any reduction in, its ownership or control of the Borrower and will not allow or suffer to exist any pledge, other encumbrance or the conversion to limited partnership interests of any of the general partnership interests in the Borrower; provided that (i) the General Partner’s ownership of the Borrower may be reduced to 67% by the issuance of additional limited partnership units so long as the General Partner remains the sole general partner of Borrower and (ii) the General Partner’s ownership of the Borrower may be reduced to and/or below 67% by the conversion of a portion of the General Partner’s general partnership interest in the Borrower into limited partnership interests and the transfer of such interests to a wholly owned Subsidiary of the General Partner so long as (a) the General Partner remains the sole general partner of Borrower and (b) such Subsidiary is a Subsidiary Guarantor and does not own any material assets other than its limited partnership interest in the Borrower.

7.14         Sale and Leaseback.

The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, sell or transfer any of its Projects in order to concurrently or subsequently lease as lessee such or similar Projects.

7.15         Liens.

The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the Property of the General Partner, the Borrower or any of their Subsidiaries, except:

(i)            Liens for taxes, assessments or governmental charges or levies on their Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on their books;

(ii)           Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books;

(iii)          Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(iv)          Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the General Partner, the Borrower or their Subsidiaries;

(v)           Liens existing on the date hereof and described in Schedule 2 hereto; and

(vi)          Liens arising in connection with any Indebtedness permitted hereunder to the extent such Liens will not result in a violation of any of the provisions of this Agreement.

Liens permitted pursuant to this Section 7.15 shall be deemed to be “Permitted Liens”.

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7.16         Affiliates.

The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the General Partner’s, the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the General Partner, the Borrower or such Subsidiary than the General Partner, the Borrower or such Subsidiary would obtain in a comparable arms–length transaction.

7.17         Interest Rate Hedging.

The General Partner and the Borrower will not enter into or remain liable upon, nor will they permit any Subsidiary to enter into or remain liable upon, any agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options unless such agreement, device or arrangement was entered into by the General Partner or the Borrower in the ordinary course of its business for the purpose of hedging interest rate risk to the General Partner or the Borrower.

7.18         Variable Interest Indebtedness.

The General Partner shall not at any time permit the outstanding principal balance of Indebtedness of the General Partner and the Borrower and their Subsidiaries on a consolidated basis which bears interest at an interest rate that is not fixed through the maturity date of such Indebtedness to exceed $950,000,000.

7.19         Consolidated Net Worth.

The General Partner, as of the last day of any fiscal quarter, shall maintain a Consolidated Net Worth of not less than the sum of (i) $3,000,000,000, plus (ii) seventy-five percent (75%) of the aggregate proceeds received by the General Partner or the Borrower (net of customary related fees and expenses) in connection with any offering of stock in the General Partner or partnership interests in the Borrower after June 30, 2000, but not including proceeds from stock offerings where such proceeds are being utilized to refund prior stock offerings.

7.20         Indebtedness and Cash Flow Covenants.

The General Partner on a consolidated basis with the Borrower and their Subsidiaries shall not, as of the last day of any fiscal quarter, permit:

(i)            the ratio of EBITDA to Interest Expense to be less than 2.25 to 1.0 for the quarter then ended;

(ii)           the ratio of Adjusted EBITDA to Fixed Charges to be less than 1.75 to 1.0 for the quarter then ended;

(iii)          Total Liabilities to exceed fifty-five percent (55%) of Market Capitalization;

(iv)          Consolidated Total Indebtedness to exceed fifty percent (50%) of Market Capitalization;

(v)           the Value of Unencumbered Assets to be less than 1.85 times the Consolidated Senior Unsecured Indebtedness;

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(vi)          the ratio obtained by dividing:  (a) the Property Operating Income from all Unencumbered Assets by (b) Debt Service on Consolidated Unsecured Indebtedness to be less than 2.00 to 1.0 for the quarter then ended; or

(vii)         Consolidated Secured Indebtedness to exceed thirty-five percent (35%) of Market Capitalization.

7.21         Environmental Matters.

The General Partner and the Borrower will and will cause each of their Subsidiaries to:

(i)            comply with, and use its best efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect;

(ii)           conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that (a) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect, or (b) the General Partner has determined in good faith that contesting the same is not in the best interests of the General Partner, the Borrower and their Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect;

(iii)          defend, indemnify and hold harmless the Administrative Agent and each Lender, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the General Partner, the Borrower, their Subsidiaries or the Projects, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor; and

(iv)          prior to the acquisition of a new Project after the Closing Date, perform or cause to be performed an environmental investigation, which investigation shall at a minimum comply with the specifications and procedures attached hereto as Exhibit G.  In connection with any such investigation, Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon request, for informational purposes and to assure compliance with the specifications and procedures.

The indemnity contained in (iii) above shall continue in full force and effect regardless of the termination of this Agreement.  In connection with any investigation pursuant to (iv) above, Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon request, for informational purposes and to assure compliance with the specifications and procedures.

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7.22         Control of the General Partner.

The General Partner’s management shall directly or indirectly control the ownership of a minimum 2,000,000 common shares of the General Partner (or equivalent operating partnership units exchangeable for common shares), adjusted for stock splits, and the General Partner’s management and directors shall directly or indirectly control ownership of a minimum 3,000,000 common shares of the General Partner (or equivalent operating partnership units exchangeable for common shares), adjusted for stock splits.

7.23         Borrower’s Partnership Agreement.

The General Partner shall not consent to any changes to Borrower’s partnership agreement, other than changes in the ordinary course of business, without the prior written consent of the Lead Agents.

7.24         General Partner’s Assets.

The General Partner shall not invest in or own any material assets directly other than its partnership interest in Borrower, or its ownership interest in a Wholly Owned Subsidiary whose only material asset is a partnership interest in Borrower.

7.25         Notice of Rating Change.

The Borrower shall notify the Administrative Agent promptly if there is any change in the long term unsecured debt rating from Moody’s, Fitch or S&P of either the General Partner or the Borrower.

7.26         Delivery of Subsidiary Guaranties.

Borrower may elect to cause any of its Subsidiaries to execute and deliver to the Administrative Agent a Subsidiary Guaranty.

ARTICLE VIII

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

8.1           Nonpayment of any principal payment on any Note when due.

8.2           Nonpayment of interest upon any Note or of any Facility Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.

8.3           The breach of any of the terms or provisions of Sections 7.2, 7.10 through 7.20, 7.23 through 7.24.

8.4           Any representation or warranty made or deemed made by or on behalf of the General Partner, the Borrower or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.

8.5           The breach (other than a breach which constitutes a Default under Section 8.1, 8.2, 8.3 or 8.4) of any of the terms or provisions of this Agreement which is not remedied within fifteen (15) days after written notice from the Administrative Agent or any Lender.

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8.6           Failure of the General Partner, the Borrower or any of their Subsidiaries to pay when due any Indebtedness aggregating in excess of $10,000,000 for which liability is not limited to specific pledged collateral.

8.7           The General Partner, the Borrower or any Subsidiary having more than $10,000,000 of Equity Value shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 8.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.8 or (vii) not pay, or admit in writing its inability to pay, its debts generally as they become due.

8.8           A receiver, trustee, examiner, liquidator or similar official shall be appointed for the General Partner, the Borrower or any Subsidiary having more than $10,000,000 of Equity Value or any Substantial Portion of its Property, or a proceeding described in Section 8.7(iv) shall be instituted against the General Partner, the Borrower or any such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of thirty (30) consecutive days.

8.9           Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Projects of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve–month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of their Property.

8.10         The General Partner, the Borrower or any of their Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money in an amount which, when added to all other judgments or orders outstanding against the General Partner, the Borrower or any Subsidiary would exceed $10,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith.

8.11         The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the General Partner, the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $250,000 or requires payments exceeding $100,000 per annum.

8.12         The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the General Partner, the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $250,000.

8.13         Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of the nature of the problem if no specific time period is so established), material environmental problems related to Projects of the Borrower and its Subsidiaries if the affected Projects have an aggregate book value in excess of $20,000,000.

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8.14         The occurrence of any default under any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.

8.15         The revocation or attempted revocation of the Guaranty.

8.16         The occurrence of a default under (i) that certain Third Amended and Restated Revolving Credit Agreement dated as of February 28, 2001 among the Borrower, the General Partner, Bank One, NA, individually and as administrative agent, and various other lenders and/or (ii) that certain $85,000,000 Syndicated Term Loan Agreement dated as of July 2, 1999 among Borrower, General Partner Wachovia Bank, N.A. as agent, and the various other lenders identified therein, or any amendment or restatement of the foregoing or agreement entered into to refinance the loans made pursuant to any of the foregoing agreements.

ARTICLE IX

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

9.1           Acceleration.

If any Default described in Section 8.7 or 8.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender.  If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives.

If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 8.7 or 8.8 with respect to the Borrower) and before any judgment or decree for the payment of the Obligations shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

9.2           Amendments.

Subject to the provisions of this Article IX, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder; provided, however, that no such supplemental agreement shall, without the consent of the Lead Agents, waive any Default under, or modify or amend Sections 7.20(iii), (iv) or (v); and provided, further, however, that no such supplemental agreement shall, without the consent of all Lenders:

(i)            Extend the Facility Termination Date (other than pursuant to Section 2.24 of this Agreement) or forgive all or any portion of the principal amount of any Loan or accrued interest thereon or the Facility Fee, reduce the Applicable Margins on the underlying interest rate options or otherwise modify or add to such interest rate options, or extend the time of payment of any of the Obligations.

(ii)           Release the General Partner from the Guaranty, or materially modify the Guaranty or waive a material provision of the Guaranty.

(iii)          Reduce the percentage specified in the definition of Required Lenders.

(iv)          Increase the amount of the Aggregate Commitment.

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(v)           Permit the Borrower to assign or allow another Person to assume its rights under this Agreement.

(vii)         Amend this Section 9.2.

No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent.

9.3           Preservation of Rights.

No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence.  Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 9.2, and then only to the extent in such writing specifically set forth.  All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until this Agreement has been terminated and the Obligations (if any) have been paid in full.

ARTICLE X

GENERAL PROVISIONS

10.1         Survival of Representations.

All representations and warranties of the Borrower contained in this Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

10.2         Governmental Regulation.

Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

10.3         Taxes.

Any taxes (excluding federal, state and local income or franchise or other taxes on the overall net income of any Lender) or other similar assessments or charges made by any governmental or revenue authority in respect of the Loan Documents shall be paid by the Borrower, together with interest and penalties, if any.

10.4         Headings.

Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

10.5         Entire Agreement.

The Loan Documents embody the entire agreement and understanding among the Borrower, the General Partner, the Administrative Agent and the Lenders and supersede all prior commitments, agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof, except for the agreement of the Borrower to pay certain fees to the Administrative Agent and the agreement of the Administrative Agent to pay certain fees to the Lenders.

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10.6         Several Obligations; Benefits of this Agreement.

The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such).  The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.  This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns.

10.7         Expenses; Indemnification.

The Borrower shall reimburse the Indemnified Parties on demand for any costs, internal charges and reasonable out–of–pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents.  The Borrower also agrees to reimburse the Indemnified Parties and the Lenders for any costs, internal charges and reasonable out–of–pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties and the Lenders, which attorneys may be employees of the Indemnified Parties or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent) or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout).  The Borrower further agrees to indemnify the Indemnified Parties and each Lender and their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement.

10.8         Numbers of Documents.

All statements, notices, closing documents, and requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.

10.9         Accounting.

Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

10.10       Severability of Provisions.

Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

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10.11       Nonliability of Lenders.

The relationship between the General Partner and the Borrower, on the one hand, and the Lenders, the Arranger and the Administrative Agent, on the other, shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger nor any Lender shall have any fiduciary responsibilities to the General Partner and the Borrower. Neither the Administrative Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

10.12       Publicity.

The Lenders shall  have the right to do a tombstone publicizing the transaction contemplated hereby without the consent of the Borrower or General Partner.

10.13       CHOICE OF LAW.

THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

10.14       CONSENT TO JURISDICTION.

THE GENERAL PARTNER AND THE BORROWER EACH HEREBY IRREVOCABLY SUBMITS TO THE NON–EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS AND THE GENERAL PARTNER AND THE BORROWER EACH HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE GENERAL PARTNER OR THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE GENERAL PARTNER OR THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

10.15       WAIVER OF JURY TRIAL.

THE GENERAL PARTNER, THE BORROWER, THE ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

10.16       Agent Responsibilities.

Borrower, the Administrative Agent and each Lender acknowledges and agrees that the obligations of the Syndication Agent, the Co-Documentation Agents, and the Co-Agents (collectively, the “Other Agents”) hereunder shall be limited to

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those obligations that are expressly set forth herein, if any, or in any other written agreement with such parties, and the Other Agents shall not be required to take any other action or assume any liability except as may be required in their capacity as a Lender hereunder.  Borrower, the Administrative Agent and each Lender agrees that the indemnifications set forth herein for the benefit of the Administrative Agent shall also run to the benefit of each Other Agent to the extent such Other Agent incurs any loss, cost or damage arising from its agency capacity hereunder.

ARTICLE XI

THE ADMINISTRATIVE AGENT AND AGREEMENTS AMONG LENDERS

11.1         Appointment; Nature of Relationship.

Bank One, NA is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI.  Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert with respect to the Loan Documents and administration of the Loan, no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

11.2         Powers.

The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent.

11.3         General Immunity.

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except for its or their own gross negligence or willful misconduct.

11.4         No Responsibility for Loans, Recitals, etc.

Except where the failure to do so constitutes gross negligence or willful misconduct, neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article V, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or

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writing furnished in connection therewith; or (v) the value, sufficiency, creation, perfection or priority of any interest in any collateral security. The Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity).

11.5         Action on Instructions of Lenders.

The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders or, where consent of all Lenders is required, all Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all holders of Notes.  The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its reasonable satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

11.6         Employment of Agents and Counsel.

The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys–in–fact and so long as it exercises reasonable care in the selection of such parties, the Administrative Agent shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such parties.  The Administrative Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document.

11.7         Reliance on Documents; Counsel.

The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent.

11.8         Administrative Agent’s Reimbursement and Indemnification.

The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments (i) for any reasonable amounts not reimbursed by the Borrower or Guarantor for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, delivery of the Loan Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the administration and enforcement of the Loan Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for (i) any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Administrative Agent, or (ii) any costs or expenses of the Administrative Agent’s in-house legal staff and personnel.  The obligations of the Lenders under this Section 11.8 shall survive payment of the Obligations and termination of this Agreement.

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11.9         Rights as a Lender.

In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights and powers and the same duties and obligations hereunder and under any other Loan Document as any Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, at any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity.  The Administrative Agent may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby from engaging with any other Person.

11.10       Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

11.11       Successor Administrative Agent.

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Administrative Agent shall be deemed to have automatically resigned if it is no longer a Lender, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign or ceases to be a Lender, as the case may be.  The Administrative Agent may be removed at any time with good cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders.  Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent.  If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent.  If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed within 45 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders.  No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment.  Any such successor Administrative Agent shall be a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank.  Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent.  Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning or removed Administrative Agent shall be discharged from its duties and obligations thereafter arising hereunder and under the Loan Documents.  After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Article XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

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11.12       Notice of Defaults.

If a Lender becomes aware of a Default or Unmatured Default, such Lender shall notify the Administrative Agent of such fact provided that the failure to give such notice shall not create liability on the part of any Lender.  Upon receipt of such notice that a Default or Unmatured Default has occurred, the Administrative Agent shall notify each of the Lenders of such fact.

11.13       Requests for Approval.

If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to the Administrative Agent within ten Business Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from the Administrative Agent.  If the Lender does not so respond, that Lender shall be deemed to have approved the request, provided the initial notice references such deemed approval.

11.14       Copies of Documents.

Within fifteen Business Days after a request by a Lender to the Administrative Agent for documents furnished to the Administrative Agent by the Borrower, the Administrative Agent shall provide copies of such documents to such Lender.

11.15       Defaulting Lenders.

At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Default Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full.  After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 11.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement.  The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

ARTICLE XII

SETOFF; RATABLE PAYMENTS

12.1         Setoff.

In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default or Unmatured Default occurs, any and all deposits (including all account

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balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due.  The Lenders agree for the benefit of each other Lender (but not the Borrower) that any set-off shall first be applied to the Obligations before being applied to any other Indebtedness owing to such Lender.

12.2         Ratable Payments.

If any Lender, whether by setoff or otherwise, has payment made to it upon its Loans (other than payments received pursuant to Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans.  If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans.  In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XIII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

13.1         Successors and Assigns.

The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 13.3. Notwithstanding clause (ii) of this Section 13.1, any Lender may at any time, without the consent of the Borrower or the Administrative Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; provided, however, that no such assignment shall release the transferor Lender from its obligations hereunder. The Administrative Agent may treat the payee of any Note as the owner thereof for all purposes hereof unless and until such payee complies with Section 13.3 in the case of an assignment thereof or, in the case of any other transfer, a written notice of the transfer is filed with the Administrative Agent.  Any assignee or transferee of a Note agrees by acceptance thereof to be bound by all the terms and provisions of the Loan Documents.  Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the holder of any Note, shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

13.2         Participations.

13.2.1      Permitted Participants; Effect.

Any Lender, in the ordinary course of its business and in accordance with applicable law, at any time, may sell participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents.  Any Person to whom such a participating interest is sold is a “Participant”. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Note for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.

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13.2.2      Voting Rights.

Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan or Commitment or postpones any date fixed for any regularly–scheduled payment of principal of, or interest or fees on, any such Loan or Commitment or releases any guarantor of any such Loan or releases any substantial portion of collateral, if any, securing such Loan, or changes the definition of Required Lenders.

13.2.3      Benefit of Setoff.

The General Partner and the Borrower each agrees that each Participant shall be deemed to have the right of setoff provided in Section 12.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 12.1 with respect to the amount of participating interests sold to each Participant.  The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 13.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 12.2 as if each Participant were a Lender.

13.3         Assignments.

13.3.1      Permitted Assignments.

Any Lender, in the ordinary course of its business and in accordance with applicable law, at any time, may assign all or any portion (greater than or equal to $5,000,000 per assignee) of its rights and obligations under the Loan Documents. Any Person to whom such rights and obligations are assigned is a “Purchaser”. Such assignment shall be substantially in the form of Exhibit H hereto or in such other form as may be agreed to by the parties thereto.

The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or a Lender Affiliate, except no consent shall be required if a Default exists. Such consent shall not be unreasonably withheld.

13.3.2      Effect; Effective Date.

Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit I to Exhibit H hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless the assignment is to an affiliate of the Lender in which case no fee shall be charged), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Loans

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assigned to such Purchaser.  Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

13.4         INTENTIONALLY OMITTED

13.5         Dissemination of Information.

The General Partner and the Borrower authorize each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the General Partner, the Borrower and their Subsidiaries.

13.6         Tax Treatment.

If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 2.22.

ARTICLE XIV

NOTICES

14.1         Giving Notice.

Except as otherwise permitted by Section 2.17 with respect to borrowing notices, all notices and other communications provided to any party hereto under this Agreement or any other Loan Document shall be in writing or by telex or by facsimile and addressed or delivered to such party at its address set forth below its signature hereto or at such other address as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by telex or facsimile, shall be deemed given when transmitted (answerback confirmed in the case of telexes).

14.2         Change of Address.

The General Partner, the Borrower, the Administrative Agent, the Arranger and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XV

COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.  This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by telex or telephone, that it has taken such action.

IN WITNESS WHEREOF, the Borrower, the Guarantor, the Lenders and the Administrative Agent have executed this Agreement as of the date first above written.

11.1         Statement of Computation of Ratios of Earnings to Fixed Charges.

11.2         Statement of Computation of Ratios of Earnings to Debt Service.

50

EX-11.1

EXHIBIT 11.1

DUKE REALTY CORPORATION

EARNINGS TO FIXED CHARGES CALCULATION

(in thousands)

	DECEMBER 31, 2001
Consolidated net income available for common shares	$	229,967
Dividends on preferred shares	52,442
Gain on land and depreciated property sales	(45,708		)
Minority interest in earnings of common unitholders	32,463
Interest expense	113,830
earnings before fixed charges	$	382,994
Interest expense	$	113,830
Dividends on preferred shares	52,442
Interest costs capitalized	25,859
total fixed charges	$	192,131
Fixed charge ratio	1.99

EX-11.2

EXHIBIT 11.2

DUKE REALTY CORPORATION

EARNINGS TO DEBT SERVICE CALCULATIONS

	DECEMBER 31, 2001
	(in thousands)
Consolidated net income available for common shares	$	229,967
Gain on land and depreciated property sales	(45,708		)
Recurring principal amortization	10,043
Minority interest in earnings of common unitholders	32,463
Interest expense (excludes amortization of deferred financing fees)	109,241
earnings before debt service	336,006
Interest expense (excludes amortization of deferred financing fees)	$	109,241
Recurring principal amortization	10,043
total debt service	119,284
DEBT SERVICE RATIO	2.82

EX-21

Exhibit 21

	Subsidiary	State of Incorporation or Organization	Name under which Subsidiary Conducts Business
The financial statements of the following entities were consolidated into the financial statements of the Registrant at December 31, 2001:
Duke Construction Limited Partnership		Indiana	Duke Construction Limited Partnership
Duke Realty Construction, Inc.		Indiana	Duke Realty Construction, Inc.
Duke Realty Services Limited Partnership		Indiana	Duke Realty Services Limited Partnership
Duke Services, Inc.		Indiana	Duke Services, Inc.
Duke Realty Limited Partnership		Indiana	Duke Realty Limited Partnership
Duke Business Centers Corporation		Indiana	Duke Business Centers Corporation
Kenwood Office Associates		Ohio	Kenwood Office Associates
New World Partners Joint Venture		Florida	New World Partners Joint Venture
New World Partners Joint Venture Number Two		Florida	New World Partners Joint Venture Number Two
North Point Limited Partnership No. 1		Florida	North Point Limited Partnership No. 1
North Point Limited Partnership No. 3		Florida	North Point Limited Partnership No. 3
P-95/Fed Limited Partnership		Georgia	P-95/Fed Limited Partnership
P-95/Global Limited Partnership		Georgia	P-95/Global Limited Partnership
P-95/Three Limited Partnership		Georgia	P-95/Three Limited Partnership
Sawgrass Limited Partnership No. 1		Florida	Sawgrass Limited Partnership No. 1
Sawgrass Limited Partnership No. 2		Florida	Sawgrass Limited Partnership No. 2
Weeks Construction Services, Inc.		Georgia	Weeks Construction Services, Inc.
Weeks Development Partnership		Georgia	Weeks Development Partnership
Weeks P-95 LLC		Georgia	Weeks P-95 LLC
Weeks Realty Services, Inc.		Georgia	Weeks Realty Services, Inc.
Weeks Skyland Limited Partnership		Florida	Weeks Skyland Limited Partnership
Weeks Tradeport		Florida	Weeks Tradeport
The Registrant accounted for the following entities on the equity method at December 31, 2001:
625 Building, LLC		Missouri	625 Building, LLC
B/D Limited Partnership		Indiana	B/D Limited Partnership
Beacon Station #22-#24 Limited Partnership		Florida	Beacon Station #22-#24 Limited Partnership
Campus Development, LLC		Ohio	Campus Development, LLC
Cincinnati Development Group LLC		Ohio	Cincinnati Development Group LLC
Dugan Office, LLC		Indiana	Dugan Office, LLC
Dugan Realty, LLC		Indiana	Dugan Realty, LLC
Dugan SSP, LLC		Indiana	Dugan SSP, LLC
Dugan Texas, LLC		Texas	Dugan Texas, LLC
Duke A&M, LLC		Ohio	Duke A&M, LLC
Hawksmoor, LLC		Indiana	Hawksmoor, LLC
Hillside Partnership One		Georgia	Hillside Partnership One
1735 North Brown LLC		Georgia	1735 North Brown LLC
Lamida Partners Limited Partnership		Ohio	Lamida Partners Limited Partnership
Park Fletcher Limited Partnership 2728		Indiana	Park Fletcher Limited Partnership 2728
Parkrite Limited Partnership		Indiana	Parkrite Limited Partnership
Post Road Limited Partnership		Indiana	Post Road Limited Partnership
Sugarloaf Holdings One, LLC		Georgia	Sugarloaf Holdings One, LLC
Sugarloaf Holdings Three, LLC		Georgia	Sugarloaf Holdings Three, LLC
Sugarloaf Holdings Two, LLC		Georgia	Sugarloaf Holdings Two, LLC
WBP One Limited Partnership		Florida	WBP One Limited Partnership
WBP Two Limited Partnership		Florida	WBP Two Limited Partnership
WBP Three Limited Partnership		Florida	WBP Three Limited Partnership
One Gateway Centre, LLC		N. Carolina	One Gateway Centre, LLC
Two Gateway Centre, LLC		N. Carolina	Two Gateway Centre, LLC
The Registrant accounted for the following entity on the cost method at December 31, 2001:
Park Creek Venture		Indiana	Park Creek Venture
Pinnacle Media, LLC		Indiana	Pinnacle Media, LLC

EX-23

EXHIBIT 23

The Board of Directors

Duke Realty Corporation:

We consent to incorporation by reference in the registration statements No. 333–62381, No. 33-64659, No. 333-24289, No. 333-66919, No. 333-50081, No. 333-26833, No. 333-82063, No. 333-85009, No. 333-35008, No. 333-39498, No. 333-44858, No. 333-51344, No. 333-37920, No. 333-59138 and No. 333-70678 on Form S-3 and No. 33-55727, No. 333-39965, No. 333-82061, No. 333-35162, No. 333-42513, and No. 333-59508 on Form S-8 of Duke Realty Corporation of our report dated January 30, 2002, relating to the consolidated balance sheets of Duke Realty Corporation and Subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2001, and the related schedule, which report appears in the December 31, 2001 annual report on Form 10-K of Duke Realty Corporation.

KPMG LLP

Indianapolis, Indiana

March 14, 2002

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	Thomas L. Hefner
		Thomas L. Hefner

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	Darell E. Zink Jr.
		Darell E. Zink, Jr.

2

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr. and John R. Gaskin, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	Dennis D. Oklak
		Dennis D. Oklak

3

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	Barrington H. Branch
		Barrington H. Branch

4

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	Geoffrey Button
		Geoffrey Button

5

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	William Cavanaugh III
		William Cavanaugh III

6

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	Ngaire E. Cuneo
		Ngaire E. Cuneo

7

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	Charles R. Eitel
		Charles R. Eitel

8

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	Howard L. Feinsand
		Howard L. Feinsand

9

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	L. Ben Lytle
		L. Ben Lytle

10

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	William O. McCoy
		William O. McCoy

11

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	John W. Nelley, Jr.
		John W. Nelley, Jr.

12

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Corporation for the year ended December 31, 2001, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof.

Dated:  March 26, 2001
	/s/	James E. Rogers
		James E. Rogers

13

EX-99.1

Exhibit 99.1

SELECTED QUARTERLY FINANCIAL INFORMATION

(Unaudited)

Selected quarterly information for the years ended December 31, 2001 and 2000 is as follows (in thousands, except per share amounts):

	Quarter Ended
2001	December 31			September 30			June 30			March 31
Revenues from Rental Operations	$	179,414		$	178,199		$	181,768		$	183,968
Revenues from Service Operations	12,834			21,676			23,627			22,322
Net income available for common shares	44,420			77,102			49,675			58,770
Basic income per common share	$	0.34		$	0.59		$	0.39		$	0.46
Diluted income per common share	$	0.34		$	0.58		$	0.38		$	0.45
Weighted average common shares	130,970			130,104			129,131			128,399
Weighted average common and dilutive potential common shares	149,842			158,594			149,572			151,031
Funds From Operations (1)	$	84,520		$	88,881		$	88,754		$	84,592
Cash flow provided by (used by):
Operating activities	$	66,084		$	147,958		$	126,273		$	93,341
Investing activities	(27,948		)	55,145			23,803			(43,449		)
Financing activities	(38,157		)	(296,626		)	(85,940		)	(50,192		)
2000
Revenues from Rental Operations	$	172,924		$	185,760		$	178,408		$	174,734
Revenues from Service Operations	21,790			21,903			25,041			14,065
Net income available for common shares	73,425			45,149			45,525			48,859
Basic income per common share	$	0.58		$	0.36		$	0.36		$	0.39
Diluted income per common share	$	0.57		$	0.35		$	0.36		$	0.39
Weighted average common shares	127,654			127,010			126,597			126,070
Weighted average common and dilutive potential common shares	154,793			147,916			147,181			146,326
Funds From Operations (1)	$	81,873		$	81,667		$	78,790		$	75,030
Cash flow provided by (used by):
Operating activities	$	148,075		$	126,913		$	96,607		$	77,535
Investing activities	145,809			14,421			(97,321		)	(160,661		)
Financing activities	(295,980		)	(141,764		)	4,518			102,274

(1)Funds From Operations is defined by the National Association of Real Estate Investment Trusts as net income or loss, excluding gains or losses from debt restructuring and sales of depreciated property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis. Funds From Operations does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered as an alternative to net income as an indicator of the Company’s operating performance, and is not indicative of cash available to fund all cash flow needs.