-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P4RRVkfxppS8Ot3sggJb9hyKk4TmFKYV3aIMu2CyKL88qGVAtNNM/AjlG6vUc++B whNmpik2YCVUpAm76MRXhA== 0000921112-99-000001.txt : 19990304 0000921112-99-000001.hdr.sgml : 19990304 ACCESSION NUMBER: 0000921112-99-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY PROPERTY TRUST CENTRAL INDEX KEY: 0000921112 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 237768996 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-13130 FILM NUMBER: 99555859 BUSINESS ADDRESS: STREET 1: 65 VALLEY STREAM PKWY STREET 2: STE 100 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106481700 MAIL ADDRESS: STREET 1: 65 VALLEY STREAM PKWY STREET 2: SUITE 100 CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: ROUSE & ASSOCIATES PROPERTY TRUST DATE OF NAME CHANGE: 19940421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY PROPERTY LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000921113 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 232766549 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-13132 FILM NUMBER: 99555860 BUSINESS ADDRESS: STREET 1: 65 VALLEY STREAM PKWY STREET 2: STE 100 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106481700 MAIL ADDRESS: STREET 1: 65 VALLEY STREAM PKWY STREET 2: SUITE 100 CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: ROUSE & ASSOCIATES LTD PART DATE OF NAME CHANGE: 19940331 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to __________________ Commission file numbers: 1-13130 (Liberty Property Trust) 1-13132 (Liberty Property Limited Partnership) - ------------------------------------------------------------------------ LIBERTY PROPERTY TRUST LIBERTY PROPERTY LIMITED PARTNERSHIP - ------------------------------------------------------------------------ (Exact names of registrants as specified in their governing documents) MARYLAND (Liberty Property Trust) 23-7768996 PENNSYLVANIA (Liberty Property Limited Partnership) 23-2766549 - --------------------------------------------------- ---------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 65 Valley Stream Parkway, Suite 100, Malvern, Pennsylvania 19355 - --------------------------------------------------- -------- (Address of Principal Executive Offices) (Zip Code) Registrants' Telephone Number, Including Area Code (610) 648-1700 Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED - ------------------- ----------------------- Common Shares of Beneficial Interest, $0.001 par value (Liberty Property Trust) New York Stock Exchange - ----------------------------------------------- ----------------------- Convertible Subordinated Debentures due 2001 (Liberty Property Limited Partnership) New York Stock Exchange - ----------------------------------------------- ----------------------- 8.80% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.001 par value (Liberty Property Trust) New York Stock Exchange - ----------------------------------------------- ----------------------- Preferred Share Purchase Rights, $0.0001 par value (Liberty Property Trust) New York Stock Exchange - ----------------------------------------------- ----------------------- Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrants (1) have 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 Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past ninety (90) days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of the Registrants' 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. / X / As of February 22, 1999, the aggregate market value of the Common Shares of Beneficial Interest, $0.001 par value (the "Common Shares"), of Liberty Property Trust held by non-affiliates of Liberty Property Trust was approximately $1.5 billion, based upon the closing price of $23.44 on the New York Stock Exchange composite tape on such date. Non- affiliate ownership is calculated by excluding all Common Shares that may be deemed to be beneficially owned by executive officers and trustees, without conceding that any such persons is an "affiliate" for purposes of the federal securities laws. Number of Common Shares outstanding as of February 22, 1999: 66,002,751 Documents Incorporated by Reference Portions of the proxy statement for the annual meeting of shareholders of Liberty Property Trust to be held in 1999 are incorporated by reference into Part III of this Form 10-K. -2- INDEX PAGE PART I Item 1. Business............................................... 5 Item 2. Properties............................................. 11 Item 3. Legal Proceedings...................................... 19 Item 4. Submission of Matters to a Vote of Security Holders.... 19 PART II Item 5. Market for the Registrants' Common Equity and Related Shareholders' Matters.................................. 21 Item 6. Selected Financial Data................................ 21 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk................................................... 34 Item 8. Financial Statements and Supplementary Data............ 35 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................... 35 PART III Item 10. Directors and Executive Officers of the Registrants.... 123 Item 11. Executive Compensation................................. 123 Item 12. Security Ownership of Certain Beneficial Owners and Management............................................. 123 Item 13. Certain Relationships and Related Transactions......... 123 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................................ 123 SIGNATURES...................................................... 130 - -3- - --------------------------------- The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this Annual Report on Form 10-K and other materials filed or to be filed by the Company (as defined below) with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company) contain statements that are or will be forward-looking, such as statements relating to acquisitions (including related pro forma financial information) and other business development and development activities, future capital expenditures, the costs and risks associated with the Year 2000 issue, financing sources and availability, and the effects of regulation (including environmental regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of, Liberty Property Trust and Liberty Property Limited Partnership (together, the "Company"). These risks and uncertainties include, but are not limited to, uncertainties affecting real estate businesses generally (such as entry into new leases, renewals of leases and dependence on tenants' business operations), risks relating to acquisition, construction and development activities, possible environmental liabilities, risks relating to leverage and debt service (including availability of financing terms acceptable to the Company and sensitivity of the Company's operations and financing arrangements to fluctuations in interest rates), the potential for the use of borrowings to make distributions necessary to qualify as a REIT, dependence on the primary markets in which the Company's properties are located, the existence of complex regulations relating to status as a REIT and the adverse consequences of the failure to qualify as a REIT, the potential adverse impact of market interest rates on the market price for the Company's securities and risks relating to the Year 2000 issue. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements". - -4- PART I ITEM 1. BUSINESS - ---------------- THE COMPANY Liberty Property Trust (the "Trust") is a self-administered and self- managed Maryland real estate investment trust (a "REIT"). Substantially all of the Trust's assets are owned directly or indirectly, and substantially all of the Trust's operations are conducted directly or indirectly, by its subsidiary, Liberty Property Limited Partnership, a Pennsylvania limited partnership (the "Operating Partnership" and, together with the Trust and its consolidated subsidiaries, the "Company"). The Company was formed to continue and expand the commercial real estate business of Rouse & Associates, a Pennsylvania general partnership, and certain affiliated entities (collectively, the "Predecessor"). Founded in 1972, the Predecessor developed and managed commercial real estate in the Southeastern, Mid-Atlantic and West Coast markets. The Company provides leasing, property management, acquisition, development, construction management, design management and other related services for a portfolio which, as of December 31, 1998, consisted of 608 industrial and office properties (the "Properties in Operation") totalling approximately 44.2 million leaseable square feet. As of December 31, 1998, the Properties in Operation were approximately 95.0% leased to over 1,900 tenants. As of December 31, 1998, the Company also had 45 properties under development (the "Properties Under Development" and, together with the Properties in Operation, the "Properties"). The Properties Under Development are expected to generate, upon completion, approximately four million leaseable square feet. The Properties are located principally within the Southeastern, Mid-Atlantic and Midwestern United States. As of December 31, 1998, the Company also owned 1,113 acres of land, all zoned for commercial use, which the Company anticipates are capable of supporting, as and when developed, approximately nine million leaseable square feet. During the year ended December 31, 1998, through Total Investments (as defined below) aggregating $863.6 million, the Company increased its total leaseable square footage of industrial and office space approximately 36.1% by acquiring 144 properties totalling approximately 8.6 million leaseable square feet and by developing 34 properties totalling approximately 3.5 million leaseable square feet. The "Total Investment" for a property is defined as the property's purchase price plus closing costs and management's estimate, as determined at the time of acquisition, of the cost of necessary building improvements in the case of acquisitions, or land costs and land and building improvement costs in the case of development projects, and, where appropriate, other development costs and carrying costs required to reach rent commencement. The Properties in Operation, as of December 31, 1998, consisted of 424 industrial and 184 office properties. Single tenants occupied 241 of the Properties in Operation. The remaining 367 of the Properties in Operation are multiple tenant properties for which the Company renders a range of building, operating and maintenance services. The Company's industrial properties consist of a variety of warehouse, distribution, service, assembly, light manufacturing and research and development facilities. Substantially all of the Company's industrial - -5- properties are located in suburban, mixed-use developments or business parks. They include both single-tenant and multi-tenant facilities, with most designed flexibly to accommodate various types of tenants, space requirements and industrial uses in an effort to increase re- leasing opportunities and control re-leasing costs. The Company's office properties are mid-rise and single-story office buildings, located principally in suburban mixed-use developments or office parks. Substantially all of the Company's properties are located in prime business locations within established business communities offering excellent access to interstate highway systems. The Trust is the sole general partner and also a limited partner of the Operating Partnership, with a combined equity interest in the Operating Partnership of 92.6% at December 31, 1998. The units of limited partnership interest in the Operating Partnership (the "Units") are exchangeable on a one-for-one basis (subject to antidilution protections) for the Common Shares of Beneficial Interest, $0.001 par value per share (the "Common Shares"), of the Trust, typically after the first anniversary of the issuance of any such Units. The only limited partners of the Operating Partnership other than the Trust are persons or entities that contributed assets to the Operating Partnership and received Units in exchange therefor. The Units held by the limited partners other than the Trust (that is, the minority interest reflected in the Trust's financial statements) were exchangeable for approximately 5.2 million Common Shares on December 31, 1998. Certain holders of Units issued in connection with the contribution of assets to the Operating Partnership have the right to require the Company to register the issuance or resale of the Common Shares underlying their Units upon exchange for the Units, in order to afford such holders liquidity with respect to their investment. The Company's executive offices are located at 65 Valley Stream Parkway, Malvern, Pennsylvania 19355. The telephone number is (610) 648-1700. The Company maintains offices in each of its principal markets. As of December 31, 1998 the Company's principal markets were as follows: Southeastern Pennsylvania; New Jersey/Delaware; Lehigh Valley, Pennsylvania; Maryland; Virginia; the Carolinas; Jacksonville, Florida; Tampa, Florida; South Florida; Minneapolis, Minnesota; Detroit, Michigan; and the United Kingdom. Additionally, the Company owns and operates properties in the Orlando, Florida and Milwaukee, Wisconsin markets. For further detail regarding the Company's properties in particular markets, please refer to Item 2. Properties and Notes 11 and 10 of the Notes to the Liberty Property Trust and the Liberty Property Limited Partnership Financial Statements, respectively. MANAGEMENT AND EMPLOYEES The Company's 331 employees (as of February 22, 1999) are under the direction of 19 senior executives, who have developed and managed commercial real estate during the past 26 years and who, on average, have been affiliated with the Company and/or the Predecessor for 13 years. The Company's in-house leasing, marketing and property management staff operates in full-service local offices in markets where it has a significant presence. This structure enables the Company to better understand the particular characteristics of the local markets in which it operates, to respond quickly and directly to tenant needs and to better identify local development and acquisition opportunities. The Company considers its relations with its employees to be good. - -6- BUSINESS OBJECTIVES AND STRATEGIES FOR GROWTH The Company's business objective is to maximize long-term profitability for its shareholders by (i) maintaining and increasing property occupancy and rental rates through the effective management of the Properties, and (ii) developing and acquiring high-quality properties. In accomplishing these objectives the Company also intends to maintain a conservative and flexible capital structure. INTERNAL GROWTH STRATEGIES Management believes that the Properties offer significant opportunities for the Company to increase its rental revenues and cash flow over the long term. The Company seeks to increase cash flow by continuing its practice of negotiating for annual contractual rental increases that take effect during the terms of its leases. In addition, the Company seeks to increase rental revenues through the renewal or replacement of expiring leases at rental rates which are higher than the rates under expiring leases and by improving the occupancy rates of its portfolio. Finally, the Company intends to maximize earnings through controlling costs. NEW LEASES AND LEASE RENEWALS. In the past year, the Company generally has been experiencing increases in rental rates in replacement and renewal leases. Although no assurance can be given, the Company expects that in the near term, replacement and renewal leases will continue to reflect rental rates which are higher than the rates under expiring leases. CONTRACTUAL INCREASES. The Company seeks to generate increased cash flow from the Properties in Operation through annual contractual increases in rental rates under its leases. The leases in effect with respect to the Properties in Operation as of December 31, 1998 provide for contractual rental increases that are expected to contribute an additional $5.0 million to the Company's cash flow for the year ending December 31, 1999. The Company intends to continue seeking to negotiate annual contractual rent increases that take effect during the terms of its leases. MAINTAINING HIGH OCCUPANCIES. The Company believes that the quality and diversity of its tenant base and its strategy of operating in multiple markets has contributed, and will continue to contribute, to its success in obtaining increases in rental rates and maintaining high occupancy levels. The Company targets financially stable tenants in an effort to minimize uncertainty relating to the ability of its tenants to meet their lease obligations. COST CONTROLS. The Company monitors and controls its operating and administrative costs by performing many functions in-house rather than by engaging outside third parties. For example, although construction and design services typically are provided by third parties, the Company's in-house construction and design management staff closely supervises construction and design activities in an effort to control costs, minimize cost overruns, ensure timely delivery of tenant space and maximize productivity and efficiencies. The Company also employs an annual capital improvement and preventive maintenance program designed to reduce the operating costs of the Properties and maintain long-term values. - -7- DEVELOPMENT STRATEGY. The Company pursues selective development opportunities, focusing primarily on high-quality suburban industrial and office properties within its existing markets. The Company has developed over 38 million square feet of commercial real estate during the past 26 years. The Company's development activities fall into two categories: build-to-suit projects and projects built for inventory. The Company develops build-to-suit projects for existing and new tenants. The buildings in these projects are substantially pre-leased to one or more tenants prior to construction. The Company also builds properties for inventory, typically in high-occupancy markets in which the Company has identified sufficient demand at market rental rates to justify such construction. COMPLETED PROPERTY DEVELOPMENTS. During the year ended December 31, 1998, the Company completed 12 build-to-suit and 22 inventory projects, totalling approximately 3.5 million square feet of leaseable space and representing an aggregate Total Investment of approximately $237.3 million. As of December 31, 1998, these completed development properties were 94.5% leased. PROPERTIES UNDER DEVELOPMENT. As of December 31, 1998, the Company had 45 Properties Under Development in 11 markets which, upon completion, are expected to generate approximately four million leaseable square feet. Approximately 56.8% of such leaseable space was pre-leased as of December 31, 1998. The Properties Under Development as of December 31, 1998 are expected to represent a Total Investment of $367.8 million. Six of these properties are 100% pre-leased under net leases as build- to-suit projects. The Company is scheduled to complete development of 30 properties (totalling approximately 2.9 million leaseable square feet) in the year ending December 31, 1999 representing a Total Investment of $229.0 million. ACQUISITIONS STRATEGY The Company seeks to acquire properties consistent with its business objectives and strategies. The Company executes its acquisition strategy by purchasing properties which management believes will create shareholder value over the long term. The Company has identified the following general categories of properties for acquisition: Stabilized Acquisitions - consist of properties which are typically at high occupancy levels upon acquisition. Entrepreneurial Acquisitions - consist of properties which are typically either vacant or at low occupancy levels and can be purchased substantially below replacement cost, thereby offering the opportunity for above-average returns when fully renovated and leased. During the year ended December 31, 1998, the Company acquired 144 properties comprising approximately 8.6 million leaseable square feet for a Total Investment of $626.3 million. The following sets forth certain information with respect to such acquisitions: - -8- Stabilized Acquisitions. During the year ended December 31, 1998 the Company completed stabilized acquisitions of 136 properties aggregating approximately 8.2 million leaseable square feet of industrial and office space for a Total Investment of $587.7 million. Entrepreneurial Acquisitions. During the year ended December 31, 1998, the Company completed entrepreneurial acquisitions of eight properties aggregating approximately 450,000 leaseable square feet of industrial and office space for a Total Investment of $38.6 million. LAND. As of December 31, 1997, the Company owned 957 acres of land for development, all zoned for commercial use. During the year ended December 31, 1998, the Company purchased an additional 472 acres of land for development, utilized 259 acres in development projects and sold 57 acres. Substantially all of the remaining 1,113 acres owned as of December 31, 1998 are located adjacent to or within existing industrial or business parks with site improvements, such as public sewers, water and utilities, available for service. The Company anticipates that the land would support, as and when developed, approximately nine million leaseable square feet. The Company's investment in land held for development as of December 31, 1998 was $75.5 million. The Company is obligated to purchase, over a 10-year period ending in 2007, approximately 775 acres of land for commercial development for $16.2 million as of December 31, 1998. The Company believes the land will support, as and when developed, approximately eight million leaseable square feet of industrial or office space. This land is located in the Charleston, Columbia and Greenville, South Carolina and Tampa, Florida markets. The Company believes that, because it is a fully integrated real estate firm, its base of commercially zoned land in existing industrial and business parks provides a competitive advantage for future development activities. INTERNATIONAL OPERATION. The Company's international operation includes five Properties in Operation in the County of Kent, England. In addition, the Company provides management services with respect to a joint venture between Rouse Kent Limited, which is owned by certain senior executives of the Company, and the County of Kent, England to develop a 650-acre, mixed-use park approximately 25 miles southeast of London. The Company has an option to purchase Rouse Kent Limited for nominal consideration. The Company has a loan receivable from Rouse Kent Limited at December 31, 1998, with an outstanding balance of $5.9 million. SUBSEQUENT ACTIVITIES Since December 31, 1998, and through February 22, 1999, the Company has completed development of seven industrial and office properties containing approximately 415,000 leaseable square feet for a Total Investment of $23.2 million. In addition, during such period the Company has purchased seven industrial and office properties containing approximately 275,000 leaseable square feet for a Total Investment of $26.3 million. On January 15, 1999 the Company closed a $135 million, two-year unsecured term loan. The interest rate for the loan is 135 basis points over LIBOR. The Company intends to continue to pursue its development and acquisition strategies. The Company is currently in various stages of discussions and negotiations with respect to development and acquisition projects with a Total Investment of approximately $150.0 million. The - -9- consummation of these or any other future developments or acquisitions, if any, and the pace at which developments may be completed and acquisitions made, cannot be assured. COMPETITION The Company faces competition as a lessor, buyer, and developer of properties and will likely face competition as a seller of properties to the extent that properties are sold. The Company believes that its responsiveness to tenant needs will enable it to attract and retain high quality tenants in the markets in which the Properties in Operation are located. However, the number of competitive properties in any particular market in which the Company's Properties are located could have a material adverse effect on both the Company's ability to lease space and on rental rates at the Properties. There are numerous other entities, including but not limited to other REITs, that compete with the Company in seeking to acquire the limited number of properties available for sale that meet the Company's criteria. However, the Company believes that its management, its capital base, its existing sources of credit and its access to capital will provide the Company with competitive advantages. ENVIRONMENTAL REGULATIONS Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment (collectively, "Environmental Laws"), a current or previous owner or operator of real estate may be liable for the cost of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental Laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substances. In addition, the presence of any such substances or the failure to properly remediate such substances when present, released or discharged may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such Environmental Laws and could exceed the value of the property and/or the aggregate assets of the owner or operator. Persons who arrange for disposal of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by federal, state or local authorities, the presence of hazardous or toxic substances on any of the Properties, or on any properties acquired hereafter, could result in private plaintiffs bringing claims for personal injury or other causes of action. In connection with the ownership and operation of the Properties, and with respect to any properties acquired hereafter, the Company may be potentially liable for remediation, release or injury. Further, various Environmental Laws impose on owners or operators the requirement of ongoing compliance with rules and regulations regarding business-related activities that may affect the environment. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected Property or the imposition of monetary penalties and fines in addition to the costs required to attain compliance. All of the Properties and land have been subject to Phase I Environmental Assessments ("Phase I Assessments"). The Phase I Assessments did not reveal, nor is the Company aware of, any non- - -10- compliance with Environmental Laws, environmental liability or other environmental claim that the Company believes would likely have a material adverse effect on the Company. Although certain environmental issues have been identified with respect to certain of the Properties, the Company does not believe that any of these issues is likely to materially adversely affect the results of the Company's operations. No assurance can be given that the Phase I Assessments revealed all potential environmental liabilities, that no prior owner or operator created any material adverse environmental condition not known to the Company, that no environmental liabilities have developed since such Phase I Assessments were prepared, that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist. ITEM 2. PROPERTIES The Properties in Operation, as of December 31, 1998, consisted of 424 industrial and 184 office properties. Single tenants occupy 241 Properties in Operation. The Company provides a reduced level of service in connection with the operation or maintenance of these properties. The remaining 367 of the Company's Properties in Operation are multiple tenant properties for which the Company renders a range of building, operating and maintenance services. The Company's industrial properties consist of a variety of warehouse, distribution, service, assembly, light manufacturing, and research and development facilities. Substantially all of the Company's industrial properties are located in suburban, mixed-use developments or business parks and all are well-maintained facilities. They include both single- tenant and multi-tenant facilities, with most designed flexibly to accommodate various types of tenants, space requirements, and industrial uses to increase re-leasing opportunities and control re-leasing costs. The average building size of the industrial properties is 75,094 leaseable square feet. As of December 31, 1998, the Company's industrial properties were 94.8% leased. Major industrial tenants, based upon annual base rent, include the Government of the United States of America, DSC Logistics, Inc., Hewlett-Packard Company and General Electric Company. None of the industrial tenants accounts for more than 2% of the Company's total annual base rent. The Company's office properties are mid-rise and single story office buildings principally located in suburban, mixed-use developments or office parks. All of the Company's office properties are well- maintained facilities. Substantially all are located in prime business locations within established business communities offering excellent access to interstate highway systems. As of December 31, 1998, the office properties were approximately 95.6% leased. The average building size of the office properties is 67,002 leaseable square feet. Major office tenants, based upon annual base rent, include The Vanguard Group, AT&T Resource Management, Corp., SmithKline Beecham, the Prudential Insurance Company, PNC Bank and Sanofi Winthrop, Inc. None of the office tenants accounts for more than 4% of the Company's total annual base rent. The table on the following pages sets forth certain information on the Company's Properties in Operation as of December 31, 1998. - -11-
LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP PROPERTY LIST PERCENT LEASED AT BUILDING YEAR LEASEABLE DEC. 31, NO. OF PROJECT NAME TYPE DVLP. SQ.FT.(1) 1998 (2) LEASES MAJOR TENANT - --------------------------------- --------- ----- ---------- --------- ------ ------------------------------- SOUTHEASTERN PENNSYLVANIA 10, 20 Liberty Boulevard Ofc. 1985 62,237 90.7% 21 Great Valley Health Club 420 Lapp Road Ind.-Flex 1989 92,250 99.6% 7 Innovative Solutions & Support 747 Dresher Road Ofc. 1988 53,200 100.0% 2 Axon Communications, Inc. 45-67 Great Valley Parkway Ind.-Dist. 1974 128,001 100.0% 7 Taylor Publishing Company 1180 Church Road Ind.-Dist. 1986 454,646 100.0% 4 Merck & Co., Inc. 40 Valley Stream Parkway Ofc. 1987 31,092 100.0% 1 Sanchez Computer Associates 50 Valley Stream Parkway Ofc. 1987 31,000 78.6% 2 Sanchez Computer Associates 20 Valley Stream Parkway Ofc. 1987 58,837 88.1% 8 Shared Medical Systems 800 Town Center Drive Ind.-Flex 1987 141,714 100.0% 16 ICT Group, Inc. 11, 15 Great Valley Parkway Ofc. 1986 158,900 100.0% 2 Sanofi Winthrop, Inc. 257-275 Great Valley Parkway Ind.-Flex 1983 71,345 88.8% 6 JSP International 300 Technology Drive Ind.-Dist. 1985 22,500 100.0% 1 Nilfisk-Advance America, Inc. 277-293 Great Valley Parkway Ind.-Flex 1984 28,800 100.0% 5 Alpha Scientific Corporation 311 Technology Drive Ofc. 1984 29,350 100.0% 3 Sherwin-Williams Co. 325 Technology Drive Ofc. 1984 25,000 100.0% 1 Analytical Graphics, Inc. 7 Great Valley Parkway Ofc. 1985 59,021 97.3% 12 Executive Office Link 55 Valley Stream Parkway Ofc. 1983 40,057 100.0% 2 First Union National Bank 65 Valley Stream Parkway Ofc. 1983 58,220 100.0% 9 Liberty Property Trust 508 Lapp Road Ind.-Dist. 1984 50,200 100.0% 1 Numar Corporation 10 Valley Stream Parkway Ofc. 1984 33,027 100.0% 8 Quadritek Systems, Inc. 333 Phoenixville Pike Ind.-Dist. 1985 84,000 100.0% 1 Veterans Life Insurance Co. 30 Great Valley Parkway Ind.-Dist. 1975 12,000 100.0% 1 Sanofi Winthrop, Inc. 75 Great Valley Parkway Ind.-Dist. 1977 11,600 100.0% 1 York International Corp 27-43 Great Valley Parkway Ind.-Flex 1977 60,623 100.0% 5 Sanofi Winthrop, Inc. 77-123 Great Valley Parkway Ind.-Flex 1978 104,095 86.7% 18 U.S. Geological Survey 260 Great Valley Parkway Ind.-Dist. 1979 50,000 100.0% 1 American Parts Systems 256 Great Valley Parkway Ind.-Dist. 1980 56,160 100.0% 1 Centocor, Inc. 205 Great Valley Parkway Ind.-Dist. 1981 184,500 100.0% 5 General Electric Company 12,14,16 Great Valley Parkway Ofc. 1982 20,547 100.0% 3 Sanofi Pharmaceuticals, Inc. 155 Great Valley Parkway Ind.-Dist. 1981 71,200 100.0% 1 Ensoniq Corporation 333 Technology Drive Ofc. 1987 39,769 100.0% 1 Premier Solutions, Ltd. 510 Lapp Road Ind.-Dist. 1983 27,167 100.0% 1 Trugreen 181 Wheeler Court Ind.-Dist. 1979 100,000 100.0% 3 Pet Valu International, Inc. 1100 Wheeler Way Ind.-Dist. 1979 40,915 100.0% 1 National Business Services, Inc. 60 Morehall Road Ofc. 1989 117,000 100.0% 1 The Vanguard Group 905 Airport Road Ind.-Dist. 1988 128,588 100.0% 6 Arco Chemical Company 16 Cabot Boulevard Ind.-Dist. 1972 299,192 100.0% 1 White Consolidated Industries 1 Country View Road Ofc. 1982 48,900 100.0% 1 Systems & Computer Technology 2151 Cabot Boulevard Ind.-Dist. 1982 114,760 100.0% 1 Thrift Drug 170 S Warner Road Ofc. 1980 87,685 100.0% 6 AT&T Resource Management Corp. 190 S Warner Road Ofc. 1980 87,500 100.0% 1 Electronic Data Systems Corp. 507 Prudential Road Ind.-Flex 1988 105,500 100.0% 1 Prudential Insurance Company 100 Witmer Road Ofc. 1995 139,546 100.0% 1 GMAC Mortgage Corporation 3100 Horizon Drive Ind.-Flex 1995 41,000 100.0% 1 Vtel Corporation 3300 Horizon Drive Ind.-Dist. 1996 92,000 100.0% 1 Central National-Gottesman, Inc. 3500 Horizon Drive Ind.-Flex 1996 65,579 100.0% 1 SmithKline Beecham Clinical 200 Chester Field Parkway Ofc. 1989 28,919 100.0% 3 Waverly, Inc. 767 Electronic Drive Ind.-Flex 1996 45,000 100.0% 1 Diversified Pharmaceutical Svs. 132 Welsh Road Ofc. 1998 45,000 100.0% 5 Deutsche Bank AG 5 Country View Road Ofc. 1985 63,170 100.0% 2 HBO & Company of Georgia 3200 Horizon Boulevard Ind.-Flex 1996 60,000 100.0% 1 Fund/Plan Services, Inc. 3000 Horizon Boulevard Ind.-Flex 1997 43,235 100.0% 1 Nanosystems L.L.C 111-195 Witmer Road Ofc. 1987 55,354 83.8% 13 Kulick & Soffa Industries, Inc. 300 Welsh Road Ofc. 1983 23,461 100.0% 5 Delta Information Systems, Inc. 400 Welsh Road Ofc. 1983 36,725 100.0% 4 Trans Union Corporation 8801 Tinicum Boulevard Ofc. 1997 280,000 100.0% 1 PNC Bank 440 E. Swedesford Road Ofc. 1988 72,336 92.7% 7 Genex Services, Inc. 460 E. Swedesford Road Ofc. 1988 73,217 87.8% 8 Johnson Matthey, Inc. 50 Morehall Road Ofc. 1997 117,000 100.0% 1 The Vanguard Group 2 Walnut Grove Drive Ofc. 1989 81,856 100.0% 12 Toyota Motor Credit Corp. 200 Gibraltar Road Ofc. 1990 64,452 81.1% 10 Great West Life Assurance 220 Gibraltar Road Ofc. 1990 63,587 100.0% 1 Prudential Insurance Company 240 Gibraltar Road Ofc. 1990 63,587 100.0% 1 Prudential Insurance Company 151 S Warner Road Ofc. 1980 84,066 99.4% 10 Paging Network of Philadelphia 1 Walnut Grove Drive Ofc. 1986 66,372 100.0% 1 Merck and Company, Inc. 3604 Horizon Drive Ind.-Flex 1998 22,497 100.0% 2 New Horizons Computer Learning 3606 Horizon Drive Ind.-Flex 1997 31,000 100.0% 1 Spectaguard, Inc. 650 Swedesford Road Ofc. 1971 100,000 100.0% 1 The Vanguard Group 680 Swedesford Road Ofc. 1971 100,000 100.0% 1 The Vanguard Group 761 Fifth Avenue Ind.-Flex 1977 51,283 100.0% 4 DHL Airways, Inc. 771 Fifth Avenue Ofc. 1977 30,000 100.0% 5 Havpak, Inc. 1 Great Valley Parkway Ind.-Flex 1982 60,880 100.0% 3 American Home Products 5 Great Valley Parkway Ofc. 1983 65,629 100.0% 11 Our Freedom, Inc. 311 Sinclair Road Ind.-Dist. 1997 40,304 100.0% 1 Stores Automated Systems, Inc. 1001 Cedar Hollow Road Ofc. 1998 133,000 100.0% 1 The Vanguard Group 3 Country View Road Ofc. 1998 70,000 100.0% 1 Systems & Computer Technology 425 Technology Drive Ind.-Flex 1998 22,407 100.0% 2 Chrysler Corporation 375 Technology Drive Ofc. 1998 16,500 100.0% 1 Triton Management Corporation 100 Chesterfield Parkway Ofc. 1998 66,906 100.0% 1 The Vanguard Group 181-187 Gibraltar Road Ind.-Flex 1982 48,870 100.0% 1 Solid State Equipment Corp. 104 Rock Road Ind.-Flex 1974 51,375 100.0% 1 Alliant Techsystems 123-135 Rock Road Ind.-Flex 1975 37,500 26.7% 1 Reed Technology & Information 111-159 Gibraltar Road Ind.-Flex 1981 62,992 93.1% 7 Bio/Data Corporation 161-175 Gibraltar Road Ind.-Flex 1976 49,732 75.5% 5 Oppenheimer Precision Products 125-137 Gibraltar Road Ind.-Flex 1978 42,000 - - 261-283 Gibraltar Road Ind.-Flex 1978 60,000 79.8% 2 Reed Technology & Information 210-223 Witmer Road Ind.-Flex 1972 60,000 83.3% 6 The Butler Company 231-237 Gibraltar Road Ind.-Flex 1981 60,000 80.0% 3 Proctor & Schwartz 100 Gibraltar Road Ofc. 1975 2,800 100.0% 2 Federal Express Corporation 101 Gibraltar Road Ofc. 1977 56,845 100.0% 1 Advanta Corporation - -12- PERCENT LEASED AT BUILDING YEAR LEASEABLE DEC. 31, NO. OF PROJECT NAME TYPE DVLP. SQ.FT.(1) 1998 (2) LEASES MAJOR TENANT - ---------------------------------- --------- ----- ---------- --------- ------ ------------------------------- SOUTHEASTERN PENNSYLVANIA - CONT'D 506 Prudential Road Ofc. 1973 18,200 100.0% 1 Flam & Russell 113-123 Rock Road Ofc. 1975 37,500 100.0% 1 Penn Mutual 101-111 Rock Road Ofc. 1975 37,884 100.0% 3 Ivax Industries, Inc. 120 Gibraltar Road Ofc. 1980 49,118 100.0% 11 Complete Care Services, Inc. 110 Gibraltar Road Ofc. 1979 59,220 100.0% 12 National Benefits, Inc. 100-107 Lakeside Drive Ofc. 1982 27,465 - - 200-264 Lakeside Drive Ofc. 1982 54,623 94.3% 11 Merrill Lynch, Pierce & Fenner 300-309 Lakeside Drive Ofc. 1982 43,832 100.0% 1 TVSM, Inc. 400-445 Lakeside Drive Ofc. 1981 62,123 95.1% 4 Prudential Property & Casualty 104 Witmer Road Ofc. 1998 24,300 - - 201 Gibraltar Road Ofc. 1983 46,697 100.0% 3 Prudential Insurance Company 3600 Horizon Drive Ind.-Flex 1989 34,353 100.0% 1 Premier Dental Products Co., Inc. 3602 Horizon Drive Ind.-Flex 1989 22,820 100.0% 2 Bell Atlantic Network 400-500 Brandywine Parkway Ind.-Flex 1988 101,536 92.5% 8 Bell Atlantic Teleproducts 600 Brandywine Parkway Ind.-Flex 1988 79,815 98.8% 9 First Union National Bank 2700 Horizon Drive Ofc. 1998 45,000 100.0% 1 Affiliated Distributors, Inc. 2900 Horizon Drive Ofc. 1998 50,000 100.0% 1 Merion Publications, Inc. 719 Dresher Road Ofc. 1987 35,212 100.0% 1 Federal Express Corporation 2250 Hickory Road Ofc. 1985 83,000 95.3% 10 St. Paul Fire & Marine Insurance 3400 Horizon Drive Ind.-Flex 1995 72,727 10.0% 1 Rehab Clinics, Inc. One Ridgewood Place Ind.-Flex 1991 38,400 74.5% 4 Chester County Mutual Insurance 300 Welsh Road Ofc. 1985 33,205 100.0% 1 Advanta, Corp. 6 Terry Drive Ind.-Flex 1981 32,925 100.0% 1 ATI Research, Inc. 14 Lee Boulevard Ind.-Flex 1988 89,026 100.0% 2 The Vanguard Group 500 Chester Field Parkway Ofc. 1988 30,815 100.0% 2 Becket, Watkins and Associates 300-400 Chester Field Parkway Ofc. 1988 50,383 75.7% 2 Amerisource Corporation ---------- ----- Total Southeastern Pennsylvania 7,789,259 95.4% ========== ===== NEW JERSEY/DELAWARE 1805 Underwood Boulevard Ind.-Dist. 1973 14,383 100.0% 1 Uniscore, Inc. 150 Mid-Atlantic Parkway Ind.-Dist. 1973 30,873 100.0% 1 Phoenix Display and Packaging 18 Boulden Circle Ind.-Flex 1989 76,000 89.6% 8 Custom Computer Services, Inc. 501 Delran Parkway Ind.-Flex 1988 49,500 100.0% 2 RMH Teleservices, Inc. 600 Delran Parkway Ind.-Dist. 1988 119,290 100.0% 2 Computer & Communication Info 1607 Imperial Way Ind.-Dist. 1973 80,000 - - 1 Boulden Circle Ind.-Dist. 1986 43,200 100.0% 1 Norel Paper Corporation 31-55 Read's Way Ind.-Flex 1986 78,009 100.0% 2 Cigna Corporation 3 Boulden Circle Ind.-Dist. 1987 60,812 100.0% 1 Pack & Process, Inc. 5 Boulden Circle Ind.-Dist. 1987 119,653 100.0% 1 Brundage Distribution Corp. 601 Delran Parkway Ind.-Dist. 1988 57,930 100.0% 1 Keymar Warehouse, Inc. 51 Haddonfield Road Ofc. 1986 94,187 92.5% 20 Lehigh Press, Inc. 57 Read's Way Ind.-Flex 1985 53,600 100.0% 2 Wachovia Bank of Georgia 1370 Imperial Way Ind.-Dist. 1978 179,785 100.0% 1 Emery Worldwide Airlines, Inc. 8 Stow Road Ind.-Flex 1988 34,911 88.1% 4 Krone, Inc. 10 Stow Road Ind.-Flex 1988 29,722 100.0% 2 Trans World Airlines, Inc. 12 Stow Road Ind.-Flex 1988 21,200 63.0% 4 Bell & Howell Phillipsburg Co. 14 Stow Road Ind.-Flex 1988 18,821 100.0% 2 Wiltel Communications Sys, Inc. 1300 Metropolitan Avenue Ind.-Dist. 1972 76,196 100.0% 1 Phoenix Display & Packaging 701A Route 73 South Ofc. 1987 94,521 99.1% 9 Fluor Daniel, Inc. 701C Route 73 South Ofc. 1987 27,813 87.6% 5 Prudential Property & Casualty 1008 Astoria Boulevard Ind.-Flex 1973 37,400 79.6% 5 Fujitsu Network Communications 1475 Imperial Way Ind.-Dist. 1976 60,000 100.0% 1 Knauf Fiberglass, Inc. 3000 Atrium Way Ofc. 1987 110,240 91.9% 16 Atrium Executive Center, Inc. 750 Cardinal Drive Ind.-Dist. 1989 81,348 - - 11000,15000,17000 Commerce Parkway Ind.-Flex 1985 98,441 96.8% 5 Cendant Mortgage Corporation 12000,14000 Commerce Parkway Ind.-Flex 1985 68,000 99.6% 8 Simirex, Inc. 16000,18000 Commerce Parkway Ind.-Flex 1985 52,000 98.2% 4 Cendant Mortgage Corporation 406 Lippincott Drive Ofc. 1990 40,218 100.0% 6 Logs Group, L.L.C. 234 High Hill Road Ind.-Dist. 1987 60,000 100.0% 1 Skyway Freight Systems, Inc. 231 Lake Drive Ind.-Dist. 1997 130,800 100.0% 3 Astropower, Inc. 101 Arlington Boulevard Ind.-Dist. 1996 154,675 100.0% 2 Heinz Bakery Products 100 Berkeley Drive Ind.-Dist. 1990 67,000 100.0% 1 MCR Direct Mail, Inc. 301 Lippincott Drive Ofc. 1988 82,482 100.0% 2 Fluor Daniel, Inc. 303 Lippincott Drive Ofc. 1988 82,541 99.8% 4 Fluor Daniel, Inc. 510 Sharptown Road Ind.-Dist. 1984 40,156 100.0% 1 Day Products, Inc. 901 Route 73 Ofc. 1985 39,434 99.3% 3 Teknion, Inc. 1500 Route 73 North Ofc. 1988 61,687 93.9% 15 Prudential Securities, Inc. 512 Sharptown Road Ind.-Dist. 1984 58,000 100.0% 1 Trek Bicycle Corporation 15 Boulden Circle Ind.-Dist. 1997 170,425 100.0% 1 Ryder Integrated Logistics, Inc. 404 Lippincott Drive Ind.-Flex 1997 26,600 100.0% 1 State Farm Mutual Automobile 263 Quigley Boulevard Ind.-Dist. 1987 42,891 85.7% 7 Lamont Television Systems, Inc. 34 Blevins Drive Ind.-Flex 1987 50,022 72.8% 5 Panelmatic, Inc. 104 Gaither Drive Ind.-Dist. 1975 45,390 100.0% 1 Eptech Corporation 2 Lukens Drive Ind.-Flex 1988 43,315 100.0% 3 Ameristar Technologies 402 Lippincott Drive Ind.-Flex 1997 26,000 100.0% 1 First Trenton Indemnity 3000 Lincoln Drive Ind.-Flex 1983 65,547 89.9% 3 ACSIS, Inc. 6000 Commerce Parkway Ind.-Flex 1985 54,000 100.0% 7 Information Access Company 7000 Commerce Parkway Ind.-Flex 1984 60,000 100.0% 3 Sagot Office Interiors, Inc. 8000 Commerce Parkway Ind.-Flex 1983 54,185 79.2% 1 Simirex, Inc. 9000 Commerce Parkway Ind.-Flex 1983 66,164 100.0% 4 Cendant Mortgage 1000 Briggs Road Ind.-Flex 1986 40,946 100.0% 1 Bluestone Consulting, Inc. 1025 Briggs Road Ind.-Flex 1987 61,019 82.3% 4 Dale, Gesek, McWilliams & Sherman 9 Stow Road Ind.-Flex 1989 54,945 85.6% 5 KI Management, Inc. 2000 Crawford Place Ind.-Flex 1986 73,453 65.6% 4 CME Information Services, Inc. 1351 Metropolitan Avenue Ind.-Dist. 1986 43,755 100.0% 1 Owens Corning, Inc. 650 Grove Road Ind.-Flex 1986 57,400 68.7% 6 Montgomery Kone, Inc. 400 Grove Road Ofc. 1986 19,200 77.4% 4 Huntsman Polypropylene Corp. 5000 Dearborn Court Ofc. 1988 55,365 100.0% 3 Ford Motor Company 515 Heron Drive Ind.-Dist. 1980 61,500 100.0% 1 Copperfield Chimney Supply 500 Sharptown Road Ind.-Dist. 1984 63,913 100.0% 1 Heritage Bag Company 625 Heron Drive Ind.-Dist. 1980 15,934 100.0% 1 Hassett Air Express Magazine 605 Heron Drive Ind.-Dist. 1980 25,106 100.0% 1 Jafra Cosmetics, Inc. 510 Heron Drive Ind.-Flex 1990 124,399 87.7% 29 Glouchester County College - -13- PERCENT LEASED AT BUILDING YEAR LEASEABLE DEC. 31, NO. OF PROJECT NAME TYPE DVLP. SQ.FT.(1) 1998 (2) LEASES MAJOR TENANT - --------------------------------- --------- ----- ---------- --------- ------ ------------------------------- NEW JERSEY/DELAWARE - CONT'D 522 Pedricktown Road Ind.-Dist. 1988 32,724 100.0% 1 PEP Boys 530 Pedricktown Road Ind.-Dist. 1993 48,000 100.0% 1 USCO Contract Log, LLC 540 Pedricktown Road Ind.-Dist. 1987 108,000 85.2% 2 Wellman, Inc. 230 High Hill Road Ind.-Dist. 1985 231,080 100.0% 1 Johnson & Johnson Hospital 3 Mallard Court Ind.-Dist. 1989 55,392 100.0% 1 Pro Bakers, Ltd 730 Cardinal Drive Ind.-Dist. 1989 51,200 100.0% 2 Dedicated Delivery Service 405 Heron Drive Ind.-Dist. 1990 254,250 100.0% 1 General Electric Company 100 Eagle Road Ind.-Dist. 1995 38,400 100.0% 1 Lanier Worldwide 250 High Hill Road Ind.-Dist. 1995 54,320 100.0% 1 Neuhauser USA Corp. 508 Center Square Road Ind.-Dist. 1995 80,300 100.0% 1 Missa Bay Citrus Company 602 Heron Drive Ind.-Flex 1996 26,450 100.0% 1 C W I, Inc. 300 Eagle Court Ind.-Dist. 1997 100,000 100.0% 2 Del Monte Corporation 500 Center Square Road Ind.-Dist. 1997 246,091 100.0% 1 Emery Worldwide Airlines, Inc. 1001 Briggs Road Ind.-Flex 1986 63,545 80.3% 7 Burlington County College 1960 Cuthbert Boulevard Ind.-Flex 1985 45,000 50.0% 3 Rescued from Retail, Inc. 1970 Cuthbert Boulevard Ind.-Flex 1985 45,000 100.0% 2 Angelica Uniform Group 10000 & 11000 Route 73 Ofc. 1984 46,660 54.9% 9 Greentree Mortgage Company ---------- ------ Total New Jersey/Delaware 5,612,714 92.7% ========== ====== LEHIGH VALLEY 1655 Valley Center Parkway Ofc. 1993 28,300 100.0% 2 Allstate Insurance Company 6560 Stonegate Drive Ind.-Dist. 1989 80,000 100.0% 2 Vitra Seating, Inc. 6370 Hedgewood Drive Ind.-Dist. 1990 110,000 100.0% 2 Caterpillar Logistics Svc, Inc. 6390 Hedgewood Drive Ind.-Dist. 1990 69,000 100.0% 2 Behr Process Corporation 1495 Valley Center Parkway Ofc. 1990 43,770 100.0% 2 Ingersoll-Rand Corporation 6350 Hedgewood Drive Ind.-Dist. 1989 121,000 100.0% 2 Organon, Inc. 6330 Hedgewood Drive Ind.-Flex 1988 89,700 100.0% 8 Submicron Systems, Inc. 1550 Valley Center Parkway Ind.-Flex 1988 43,400 90.3% 6 TIG Insurance Company 1560 Valley Center Parkway Ind.-Flex 1988 51,400 100.0% 1 Guardian Life Insurance 6580 Snowdrift Road Ind.-Dist. 1988 104,000 - - 1510 Valley Center Parkway Ind.-Flex 1988 48,208 100.0% 7 Visiting Nurses Association 1530 Valley Center Parkway Ind.-Flex 1988 46,400 100.0% 1 SKF USA, Inc. 6540 Stonegate Drive Ind.-Dist. 1988 120,000 100.0% 1 SKF USA, Inc. 974 Marcon Boulevard Ind.-Flex 1987 39,200 78.0% 4 Inter-Media Marketing 964 Marcon Boulevard Ind.-Flex 1985 39,200 100.0% 5 Health Spectrum Medical 764 Roble Road Ind.-Flex 1985 21,860 100.0% 1 Chemlawn Corporate Center 3174 Airport Road Ind.-Flex 1979 42,000 100.0% 1 Allentech, Inc. 2196 Avenue C Ind.-Flex 1980 31,140 100.0% 1 Lehigh University 2202 Hangar Place Ind.-Flex 1981 66,495 100.0% 3 Lofts Seed, Inc. 2201 Hangar Place Ind.-Flex 1987 52,300 100.0% 6 Pacesetter Enterprises, Inc. 954 Marcon Boulevard Ind.-Dist. 1981 30,140 100.0% 1 Telerx Marketing, Inc. 57 South Commerce Way Ind.-Flex 1986 76,400 95.9% 4 SKF USA, Inc. 754 Roble Road Ind.-Flex 1986 46,800 48.7% 4 Community Foundation 894 Marcon Boulevard Ind.-Flex 1986 28,800 92.4% 9 Spalding Company, Inc. 744 Roble Road Ind.-Flex 1986 46,800 96.6% 7 Fluoro-Seal, Inc. 944 Marcon Boulevard Ind.-Flex 1986 38,400 96.8% 11 Ultratech Stepper, Inc. 1685 Valley Center Parkway Ofc. 1996 27,200 100.0% 2 General Accident Insurance Co 6520 Stonegate Drive Ind.-Flex 1996 43,200 100.0% 4 Hub City, Inc. 7437 Industrial Boulevard Ind.-Dist. 1976 191,330 100.0% 2 Stuart Medical, Inc. 2041 Avenue C Ind.-Flex 1990 30,400 100.0% 3 BEF Corporation 2124 Avenue C Ind.-Dist. 1990 36,000 100.0% 1 Graybar Electric Co., Inc. 7339 Industrial Boulevard Ind.-Dist. 1996 215,000 100.0% 1 Cott Beverages USA, Inc. 7384 Penn Drive Ind.-Dist. 1988 112,000 100.0% 1 Wing Industries, Inc. 7144 Daniels Drive Ind.-Dist. 1975 300,312 100.0% 2 Simpson Paper Company 7620 Cetronia Road Ind.-Dist. 1990 155,060 59.6% 3 Flurotek Compounding, Inc. 939 Marcon Boulevard Ind.-Dist. 1980 315,000 100.0% 1 Fieldcrest Cannon Sure Fit, Inc. 100 Brodhead Road Ofc. 1990 47,765 100.0% 8 Summit Bank 1455 Valley Center Parkway Ind.-Flex 1997 54,118 100.0% 2 Life Insurance Co. of No. America 1640 Valley Center Parkway Ofc. 1996 30,850 100.0% 1 Pennsylvania Cellular 1650 Valley Center Parkway Ofc. 1997 29,150 100.0% 3 Pennsylvania Cellular 1660 Valley Center Parkway Ofc. 1998 27,500 92.0% 4 New York Life Insurance Co. 400 Nestle Way Ind.-Dist. 1997 1,190,000 100.0% 1 DSC Logistics, Inc. 83 South Commerce Way Ofc. 1989 18,983 82.5% 3 Nationwide Insurance 85 South Commerce Way Ofc. 1989 21,119 72.0% 1 Penn Del Directory Co. 87 South Commerce Way Ofc. 1989 22,653 100.0% 4 Versyss, Inc. 89 South Commerce Way Ind.-Flex 1998 43,200 100.0% 2 Reborn Enterprises, Inc. 7248 Industrial Boulevard Ind.-Dist. 1988 497,000 67.5% 3 S.D. Warren Company 95 Highland Avenue Ofc. 1985 73,000 95.1% 4 Omnipoint Communications 236 Brodhead Road Ofc. 1994 45,097 100.0% 1 Fireman's Fund Insurance Co. 6620 Grant Way Ind.-Flex 1989 30,204 100.0% 1 Computer Hardware 700 Nestle Way Ind.-Dist. 1998 800,000 100.0% 2 Dial Corporation 7562 Penn Drive Ind.-Flex 1989 26,950 100.0% 5 Reliable Miller Casket Company 7277 Williams Avenue Ind.-Flex 1989 41,040 100.0% 3 National Packaging Systems, Inc. 7355 Williams Avenue Ind.-Flex 1988 43,425 100.0% 6 Teco-Westinghouse Motor 794 Roble Boulevard Ind.-Flex 1985 101,750 100.0% 1 Day-Timers, Inc. 6923 Schantz Spring Road Ind.-Dist. 1993 100,000 100.0% 1 ABX Air, Inc. 2600 Beltline Avenue Ind.-Dist. 1987 69,190 100.0% 2 United Computer Supplies, Inc. 7132 Daniels Drive Ind.-Dist. 1988 289,800 100.0% 1 Russell-Stanley Corporation 3985 Adler Place Ofc. 1988 49,330 89.0% 10 Henry S. Lehr, Inc. ---------- ------ Total Lehigh Valley 6,592,339 94.0% ========== ====== MARYLAND 180 Admiral Cochrane Drive Ofc. 1989 128,242 100.0% 10 Columbia Medical Plan, Inc. 12000,001,040 Indian Creek Court Ind.-Flex 1986 185,776 82.4% 8 Biospherics Incorporated 190 Admiral Cochrane Drive Ofc. 1988 72,085 98.3% 10 State of Maryland 8280 Patuxent Range Drive Ind.-Dist. 1978 60,079 100.0% 2 Alcore, Inc. 7178-7180 Columbia Gateway Ind.-Flex 1987 88,895 100.0% 3 Amerix Corporation 8730 Bollman Place Ind.-Dist. 1984 98,745 100.0% 1 Kraft Foodservice, Inc. 9770 Patuxent Woods Drive Ofc. 1986 35,520 100.0% 1 Delaware Coca-Cola 9780 Patuxent Woods Drive Ofc. 1986 22,720 100.0% 1 BBN Corporation - -14- PERCENT LEASED AT BUILDING YEAR LEASEABLE DEC. 31, NO. OF PROJECT NAME TYPE DVLP. SQ.FT.(1) 1998 (2) LEASES MAJOR TENANT - --------------------------------- --------- ----- ---------- --------- ------ ------------------------------- MARYLAND - CONT'D 9790 Patuxent Woods Drive Ofc. 1986 25,345 100.0% 2 GTE Government Systems Corp. 9810 Patuxent Woods Drive Ofc. 1986 27,725 100.0% 2 Bolt, Beranek and Newman 9800 Patuxent Woods Drive Ofc. 1988 31,095 100.0% 3 Coca-Cola Company 9820 Patuxent Woods Drive Ofc. 1988 24,720 100.0% 1 Kraft Foods, Inc. 9830 Patuxent Woods Drive Ofc. 1986 30,800 100.0% 1 JP Foodservice, Inc. 9050 Red Branch Road Ind.-Dist. 1972 89,898 100.0% 8 Kemi Laboratories, Inc. 4606 Richlynn Drive Ind.-Dist. 1985 50,000 100.0% 1 CMB Enterprises, Inc. 8945-8975 Guilford Ofc. 1986 101,402 100.0% 22 Communications Systems Technology 7317 Parkway Drive Ofc. 1983 30,000 100.0% 1 Baltimore Gas & Electric Co. 9101,9111,9115 Guilford Road Ind.-Flex 1984 52,004 90.6% 5 Wyle Electronics 9125,9135,9145 Guilford Road Ind.-Flex 1983 85,804 96.8% 7 Federal Express Corporation ---------- ------ Total Maryland 1,240,855 96.6% ========== ====== VIRGINIA 10 South Third Street Ofc. 1930 4,900 100.0% 1 Scribner, Messer, Brady & Wade 1751 Bluehills Drive Ind.-Dist. 1991 265,082 100.0% 1 Conopco, Inc. 4300 Carolina Avenue Ind.-Dist. 1985 218,554 100.0% 1 United States of America 301 Hill Carter Parkway Ind.-Dist. 1989 80,000 100.0% 1 Philip Morris Incorporated 4001 Carolina Avenue Ind.-Dist. 1935 35,300 100.0% 7 Modular Installations, LLC 5600-5626 Eastport Boulevard Ind.-Flex 1989 71,227 100.0% 5 American Honda Motor Co., Inc. 5650-5674 Eastport Boulevard Ind.-Dist. 1990 150,867 100.0% 4 Sterilization Services of VA 5700 Eastport Boulevard Ind.-Dist. 1990 100,336 100.0% 1 Merisel, Inc. 11020 Hull Street Road Ofc. 1987 5,172 100.0% 1 Patient First Corporation 3432 Holland Road Ofc. 1989 5,688 100.0% 1 Patient First Corporation 4880 Cox Road Ofc. 1995 59,948 100.0% 2 Saxon Mortgage, Inc. 5162 Valleypointe Parkway Ind.-Flex 1993 25,000 100.0% 1 United States of America 4101-4127 Carolina Avenue Ind.-Dist. 1973 126,000 100.0% 1 Cascade Sonoco, Inc. 4201-4261 Carolina Avenue Ind.-Dist. 1975 288,000 100.0% 9 Crestar Bank 4263-4299 Carolina Avenue Ind.-Dist. 1976 180,000 100.0% 1 Open Plan Systems, Inc. 4301-4335 Carolina Avenue Ind.-Dist. 1978 162,000 100.0% 1 Smurfit Stone Container 4337-4379 Carolina Avenue Ind.-Dist. 1979 198,000 40.9% 2 S.P. Richards Company 4501-4549 Carolina Avenue Ind.-Dist. 1981 150,000 100.0% 2 McKesson Corporation 4551-4593 Carolina Avenue Ind.-Dist. 1982 151,800 100.0% 3 A.H. Robins Company, Inc. 4601-4643 Carolina Avenue Ind.-Dist. 1985 151,800 100.0% 2 T.E.U. Incorporated 4645-4683 Carolina Avenue Ind.-Dist. 1985 120,000 100.0% 1 Owens & Minor Medical, Inc. 4447-4491 Carolina Avenue Ind.-Dist. 1987 158,700 100.0% 1 Shelcore, Inc. 4401-4445 Carolina Avenue Ind.-Dist. 1988 158,700 100.0% 2 Media Post Marketing 12 S. Third Street Ofc. 1900 5,735 100.0% 1 Liberty Property Trust 9601 Cosner Drive Ind.-Dist. 1995 128,500 100.0% 1 Simmons Company 315 Cardiff Valley Road Ind.-Dist. 1994 151,200 100.0% 1 Caterpillar, Inc. 2300 East Parham Road Ofc. 1988 5,172 100.0% 1 Patient First Corporation 1347 Diamond Springs Road Ind.-Dist. 1980 99,260 100.0% 3 Wetsel Seed Company 5221 Valleypark Drive Ind.-Flex 1988 17,007 100.0% 1 RBX Holdings, Inc. 5228 Valleypointe Parkway Ind.-Flex 1988 14,977 100.0% 4 Simplex Corporation 5238 Valleypark Drive Ind.-Flex 1989 17,062 91.1% 5 MCI Telecommunications Corp. 5601-5609 Eastport Boulevard Ind.-Dist. 1996 150,000 100.0% 2 General Medical Corporation 5900 Eastport Boulevard Ind.-Dist. 1997 142,800 100.0% 1 Hewlett-Packard Company 4717-4729 Eubank Road Ind.-Dist. 1978 141,313 79.6% 3 Whitehall-Robins 5251 Concourse Drive Ofc. 1997 19,680 89.9% 3 Acadia Elastomers Corporation 4263F Carolina Avenue Ind.-Dist. 1975 57,600 100.0% 3 Heflebower Transfer & Storage 4200 Oakleys Court Ind.-Dist. 1990 80,000 100.0% 1 Multiton Mic Corporation 1821 Battery Dantzler Road Ind.-Dist. 1990 129,600 100.0% 3 Flare Corporation 5000 Cox Road Ind.-Flex 1990 58,367 100.0% 6 Patient First Corporation 510 Eastpark Court Ind.-Flex 1989 51,874 100.0% 4 Power Distribution, Inc. 520 Eastpark Court Ind.-Dist. 1989 144,228 100.0% 4 Bunzl-Richmond, Inc. 13001 Kingston Avenue Ind.-Flex 1998 40,000 100.0% 3 Carl Zeiss Optical, Inc. 5701-5799 Eastport Boulevard Ind.-Dist. 1991 174,720 100.0% 2 Menlo Logistics, Inc. 4801 Cox Road Ofc. 1998 83,535 99.5% 2 Capital One Services, Inc. 600 HP Way Ind.-Dist. 1997 158,400 100.0% 1 Hewlett-Packard Company 500 HP Way Ind.-Dist. 1997 146,000 100.0% 1 Hewlett-Packard Company 4198 Cox Road Ofc. 1984 43,387 100.0% 10 Insurance Co. of North America 5310 Valley Park Drive Ind.-Flex 1998 17,425 100.0% 1 ITT Industries, Inc. 4510 Cox Road Ofc. 1990 72,509 100.0% 12 Massachusetts Mutual 2809 South Lynnhaven Road Ofc. 1987 62,924 94.9% 11 Connecticut General Life 200 Golden Oak Court Ofc. 1988 73,676 100.0% 12 Metro Information Services 208 Golden Oak Court Ofc. 1989 63,696 100.0% 12 Prudential Bache 1 Enterprise Parkway Ofc. 1987 64,297 97.9% 14 SAIC 22 Enterprise Parkway Ofc. 1990 72,444 95.0% 14 SAIC 484 Viking Drive Ofc. 1987 39,804 98.1% 12 Logicon Syscon, Inc. 10430 Lakeridge Parkway Ind.-Flex 1989 71,230 100.0% 4 Naito America Corporation 10456 Lakeridge Parkway Ind.-Flex 1991 69,200 100.0% 5 Baxter Healthcare Corporation 3829-3855 Gaskins Road Ind.-Flex 1988 44,926 100.0% 1 First Union National Bank 629 Phoenix Drive Ind.-Flex 1996 24,549 100.0% 5 Nationwide Mutual Insurance 11838 Rock Landing Drive Ofc. 1986 33,224 97.0% 6 Professional Software Engineering 11844 Rock Landing Drive Ind.-Flex 1989 18,125 97.3% 2 Allstate Insurance Co. 11846 Rock Landing Drive Ind.-Flex 1989 18,125 100.0% 2 United States Postal Service 5700 Cleveland Street Ofc. 1989 85,450 96.5% 21 HDR Engineering, Inc. ---------- ------ Total Virginia 5,759,095 97.2% ========== ====== THE CAROLINAS 4523 Green Point Drive Ind.-Dist. 1988 85,830 100.0% 1 Triangle Warehouse 4501 Green Point Drive Ind.-Dist. 1989 90,049 100.0% 4 New Breed Leasing Corporation 4500 Green Point Drive Ind.-Dist. 1989 71,040 100.0% 6 Corporate Express Office 2427 Penny Road Ind.-Dist. 1990 270,000 100.0% 1 Furnishings International, Inc. 4524 Green Point Drive Ind.-Dist. 1989 74,587 100.0% 4 Standard Register Company 4328,4336 Federal Drive Ind.-Dist. 1995 177,600 100.0% 2 United Parcel Service, Inc. 200 Centreport Drive Ofc. 1986 47,190 94.3% 15 MCI Telecommunications Corp. 4344 Federal Drive Ind.-Dist. 1996 92,425 100.0% 4 MAC Papers, Inc. 202 Centreport Drive Ofc. 1990 62,664 97.5% 4 Key Risk Management Svs, Inc. 101 Centreport Drive Ofc. 1998 81,681 33.7% 6 Price Waterhouse LLP - -15- PERCENT LEASED AT BUILDING YEAR LEASEABLE DEC. 31, NO. OF PROJECT NAME TYPE DVLP. SQ.FT.(1) 1998 (2) LEASES MAJOR TENANT - --------------------------------- --------- ----- ---------- --------- ------ ------------------------------- THE CAROLINAS - CONT'D 4000 Piedmont Parkway Ofc. 1989 60,383 84.9% 17 New Breed Leasing Corporation 4380 Federal Drive Ind.-Dist. 1997 79,200 100.0% 3 Triad Health Alliance, Inc. 4388 Federal Drive Ind.-Flex 1997 32,400 100.0% 1 Abacon Telecommunications, Inc. 6532 Judge Adams Road Ind.-Dist. 1997 151,600 100.0% 1 Iomega Corporation 3860 Faber Place Ind.-Flex 1995 42,500 100.0% 3 Scientific Research Corp. 4055 Faber Place Ofc. 1989 53,304 97.0% 12 Allstate Insurance Company 3820 Faber Place Ind.-Flex 1993 39,422 83.6% 6 Executone Information Sys, Inc. 3875 Faber Place Ofc. 1998 64,113 97.3% 5 Blackbaud, Inc. 440 Knox Abbott Drive Ofc. 1989 50,248 97.5% 12 SCE&G Company 150 Ridgeview Center Drive Ind.-Dist. 1984 222,670 100.0% 1 Alcoa Fujikura 1320 Garlington Road Ind.-Dist. 1986 72,000 100.0% 1 Perrigo Company 420 Park Avenue Ofc. 1986 46,489 99.7% 7 Geraghty & Miller, Inc. 1 Alliance Drive Ind.-Dist. 1998 103,684 - - 111 Southchase Boulevard Ind.-Dist. 1989 169,510 100.0% 1 Eybl Cartex, Inc. 300 International Boulevard Ind.-Flex 1995 103,684 100.0% 1 Ronald and Carolyn Jones 4160 Mendenhall Oaks Parkway Ind.-Dist. 1998 107,480 100.0% 1 Genco I, Inc. 1208 Eastchester Drive Ofc. 1988 57,496 64.3% 13 L.M. Berry & Company 4050 Piedmont Parkway Ofc. 1998 220,562 94.0% 1 Aetna Life Insurance Company One Independence Pointe Ofc. 1982 87,754 100.0% 8 Builder Marts of America, Inc. 55 Beattie Place Ofc. 1986 242,535 99.9% 18 Insignia Financial Group 75 Beattie Place Ofc. 1987 177,985 95.2% 28 Law Building 7736 McCloud Road Ofc. 1986 71,759 100.0% 5 Galey & Lord, Inc. 15 Brendan Way Ofc. 1988 39,834 100.0% 1 Rust Environmental 200 Meeting Street Ofc. 1990 144,046 95.3% 14 Nationsbank of South Carolina 7500 West 110th Street Ofc. 1983 108,177 98.7% 2 Sprint Communications Company 8035 Quivira Road Ind.-Flex 1998 65,000 100.0% 1 ADS Alliance Data Systems, Inc. 4300 Federal Drive Ind.-Flex 1998 43,200 100.0% 1 Viewpoint Studios, Inc. ---------- ------ Total The Carolinas 3,710,101 93.7% ========== ====== JACKSONVILLE 1730 Stebbins Drive Ind.-Dist. 1973 40,000 100.0% 1 Atlas Bag, Inc. 5911-5925 Richard Street Ind.-Flex 1977 40,000 100.0% 1 Vistakon Div. - Johnson & Johnson 8383-8385 Baycenter Road Ind.-Dist. 1973 40,000 100.0% 1 Parts House, Inc. 8775 Baypine Road Ofc. 1989 50,000 100.0% 1 AT&T Resource Management Corp. 8539 Western Way Ind.-Flex 1987 66,930 100.0% 1 First Union National Bank 6255 Lake Grey Boulevard Ind.-Flex 1987 94,174 91.2% 5 U.S. Telecom Inc. (Sprint) 6600-6660 Suemac Place Ind.-Dist. 1973 103,404 100.0% 5 American Flat Glass 6800-6850 Suemac Place Ind.-Dist. 1973 60,000 - - 8665, 8667, 8669 Baypine Road Ofc. 1987 63,118 100.0% 5 Blue Cross and Blue Shield 8540 Baycenter Road Ind.-Flex 1984 30,028 100.0% 1 Reichhold Chemicals 1200 Riverplace Boulevard Ofc. 1985 179,274 84.4% 17 Stein Mart, Inc. 8400 Baymeadows Way Ind.-Flex 1987 43,547 100.0% 4 Respiflow, Inc. & M.K. Diabetics 8614 Baymeadows Way Ofc. 1986 16,000 100.0% 1 Allstate Insurance Company 5941-5975 Richard Street Ind.-Flex 1978 86,660 100.0% 1 Vistakon Div. - Johnson & Johnson 7970 Bayberry Road Ind.-Flex 1978 55,000 81.8% 4 Norandex, Inc. 6000-6030 Bowdendale Avenue Ind.-Flex 1979 83,330 100.0% 5 Vistakon Div. - Johnson & Johnson 7898 Baymeadows Way Ofc. 1979 42,149 100.0% 2 Matrixx Marketing, Inc. (AT&T) 5977-6607 Richard Street Ind.-Flex 1980 73,333 100.0% 1 Vistakon Div. - Johnson & Johnson 7910 & 7948 Baymeadows Way Ofc. 1981 52,505 100.0% 3 Matrixx Marketing, Inc. (AT&T) 7954 & 7960 Baymeadows Way Ofc. 1982 52,608 100.0% 2 Matrixx Marketing, Inc. (AT&T) 8787 Baypine Road Ofc. 1990 220,000 100.0% 1 AT&T Universal Card Services 7077 Bonneval Road Ofc. 1988 104,746 98.5% 22 Florida Windstorm Underwriting 4190 Belfort Road Ofc. 1986 105,664 98.6% 25 Executive Business Centers, Inc. 8011, 8021, 8031 Phillips Highway Ofc. 1987 82,867 95.4% 11 Southwest Signal Engineering 7020 AC Skinner Parkway Ind.-Flex 1996 42,184 100.0% 6 Intermedia Communications, Inc. 7022 AC Skinner Parkway Ind.-Dist. 1996 88,200 100.0% 2 Microtek Medical, Inc. 11777 Central Highway Ind.-Dist. 1985 50,000 100.0% 1 Airborne Freight Corporation 4345 Southpoint Parkway Ofc. 1998 104,358 99.7% 9 Physician Sales & Service, Inc. 7016 AC Skinner Parkway Ind.-Flex 1996 39,350 100.0% 1 Georgia-Pacific Corporation 7018 AC Skinner Parkway Ind.-Flex 1997 92,815 100.0% 10 Physician Sales and Service 6620 Southpoint Drive Ofc. 1984 59,926 92.5% 19 LC Footwear, LLC 7980 Bayberry Road Ind.-Dist. 1978 50,000 100.0% 3 Blue Cross & Blue Shield 9600 Satellite Boulevard Ind.-Dist. 1989 48,000 100.0% 1 United Exposition Service Company 9700 Satellite Boulevard Ind.-Dist. 1989 48,000 87.5% 2 Tilecera, Inc. 1902 Cypress Lake Drive Ind.-Dist. 1989 120,360 66.5% 1 Production Resource Group, LLC 8250 & 8256 Exchange Place Ind.-Flex 1985 52,380 100.0% 8 Colorvision International, Inc. 6600 Southpoint Parkway Ofc. 1986 56,460 100.0% 1 Humana Health Insurance Company 6700 Southpoint Parkway Ofc. 1987 46,500 99.2% 7 Atlantic Mortgage and Investment 4801 Executive Park Court - 100 Ind.-Flex 1990 60,000 100.0% 1 The Hamilton Group, Inc. 4801 Executive Park Court - 200 Ind.-Flex 1990 40,000 100.0% 6 The Florida Times-Union 4810 Executive Park Court Ind.-Flex 1990 40,000 100.0% 2 The Hamilton Group, Inc. 6602 Executive Park Court - 100 Ind.-Flex 1993 42,000 57.1% 1 Norandex, Inc. 6602 Executive Park Court - 200 Ind.-Flex 1993 32,000 100.0% 4 US Automated Pro 6631 Executive Park Court - 100 Ind.-Flex 1994 27,200 100.0% 1 Continental Cablevision 6631 Executive Park Court - 200 Ind.-Flex 1994 44,000 100.0% 4 AT&T Resource Management Corp. 4815 Executive Park Court - 100 Ind.-Flex 1995 39,600 100.0% 5 Lucent Technologies 4815 Executive Park Court - 200 Ind.-Flex 1995 50,000 90.0% 3 Drake Studios 4825 Executive Park Court Ind.-Flex 1996 65,000 100.0% 5 Communication Test Design 4820 Executive Park Court Ind.-Flex 1997 60,000 50.5% 2 Deka Medical, Inc. 10511 & 10611 Satellite Boulevard Ind.-Flex 1985 76,800 100.0% 6 Fast Forward Transportation Svs. 1400-1440 Central Florida Parkway Ind.-Dist. 1962 121,225 67.0% 2 Sealy Mattress Company, Inc. 6601 Executive Park Circle North Ind.-Flex 1992 80,000 100.0% 1 Perdue, Inc. 1300 Riverplace Boulevard Ofc. 1980 110,332 99.4% 17 United States Postal Service 4901 Belfort Land Ind.-Flex 1986 78,930 100.0% 3 CSX Transportion, Inc. 16445 Air Center Boulevard Ind.-Dist. 1997 70,060 100.0% 3 Skyway Freight Systems, Inc. 16405 Air Center Boulevard Ind.-Dist. 1997 84,630 100.0% 3 Intermodal Terminal, Inc. 2216 Directors Row Ind.-Dist. 1998 118,500 100.0% 1 ITCO Holding Company, Inc. 7460 Chancellor Drive Ind.-Dist. 1998 48,000 100.0% 1 Baker Manufacturing, Inc. 1901 Summit Tower Boulevard Ofc. 1998 119,870 100.0% 2 Acana Corporation 3701-3727 Vineland Road Ind.-Flex 1985 83,583 100.0% 8 Genesis 2000, Inc. ---------- ------ Total Jacksonville 4,175,600 93.8% ========== ====== - -16- PERCENT LEASED AT BUILDING YEAR LEASEABLE DEC. 31, NO. OF PROJECT NAME TYPE DVLP. SQ.FT.(1) 1998 (2) LEASES MAJOR TENANT - --------------------------------- --------- ----- ---------- --------- ------ ------------------------------- TAMPA 4001, 4051, 4101 Fowler Avenue Ind.-Flex 1987 101,227 100.0% 17 Musculoskeletal Institute 5502 Pioneer Park Boulevard Ind.-Dist. 1981 48,375 100.0% 5 Premdor Corporation 5501 Pioneer Park Boulevard Ind.-Dist. 1981 61,416 73.1% 3 Premdor Corporation 5690-5694 Crenshaw Street Ind.-Dist. 1979 87,095 100.0% 3 Florida Flooring Products, Inc. 3102,3104,3110 Cherry Palm Drive Ind.-Flex 1986 74,339 100.0% 11 Groundwater Technology, Inc. 8401-8408 Benjamin Road Ind.-Flex 1986 127,566 100.0% 14 Merck-Medco Rx Services 3501 Riga Boulevard Ind.-Flex 1987 57,220 100.0% 2 Customer Communications Center 111 Kelsey Lane Ind.-Flex 1990 60,200 100.0% 3 Westinghouse Electric Corp. 7930, 8010-20 Woodland Center Ind.-Flex 1990 89,758 81.6% 11 Intertel Communications, Inc. 7920 Woodland Center Boulevard Ind.-Flex 1997 52,627 100.0% 2 Promus Hotels 8154-8198 Woodland Center Ind.-Flex 1988 45,382 100.0% 15 Williams Telecommunication 8112-42 Woodland Center Ind.-Flex 1995 39,155 100.0% 2 American Express Travel 8212 Woodland Center Ind.-Flex 1996 39,155 100.0% 1 Metropolitan Fiber Systems 131 Kelsey Lane Ind.-Flex 1985 89,290 100.0% 1 Pharmerica, Inc. 7724 Woodland Center Boulevard Ofc. 1998 29,350 100.0% 3 Option One Mortgage Corp. 8921 Brittany Way Ind.-Flex 1998 32,000 100.0% 1 American Management Group, Inc. 5250 Eagle Trail Drive Ind.-Dist. 1998 97,400 100.0% 1 Graebel/Tampa Bay Movers, Inc. ---------- ------ Total Tampa 1,131,555 97.1% ========== ====== SOUTH FLORIDA 1701 Clint Moore Boulevard Ind.-Flex 1985 80,060 100.0% 2 Amitek Corporation 4555 Riverside Drive Ofc. 1988 67,056 100.0% 1 Implant Innovations, Inc. 2500 Metrocentre Boulevard Ofc. 1988 18,012 100.0% 2 Parent-Child Study 2540 Metrocentre Boulevard Ofc. 1988 12,419 13.3% 1 Flagship Financial Services, Inc. 2541 Metrocentre Boulevard Ofc. 1988 10,964 100.0% 2 Centex Real Estate Corp. 2580 Metrocentre Boulevard Ofc. 1988 19,381 45.8% 1 Comprehensive Aids Program 2581 Metrocentre Boulevard Ofc. 1988 14,309 37.5% 2 Petsche & Associates, Inc. 1101 Northpoint Parkway Ind.-Flex 1990 36,400 98.8% 2 R.H.M.A. 3223 Commerce Place Ind.-Flex 1990 20,125 100.0% 2 Nationwide Mutual Insurance Co. 801 Northpoint Parkway Ind.-Dist. 1991 28,500 100.0% 1 AT&T Wireless Services 5410-5430 Northwest 33rd Avenue Ind.-Flex 1985 65,868 96.2% 9 Da Vinci Systems, Inc. 6500 NW 12th Avenue Ind.-Dist. 1989 66,000 90.9% 8 Lucent Technology 6600 NW 12th Avenue Ind.-Dist. 1989 66,025 90.9% 7 Brink's Incorporated 1500 SW 5th Court Ind.-Dist. 1957 120,544 91.5% 8 Central Sprinkler Company 1651 SW 5th Court Ind.-Dist. 1990 25,200 100.0% 2 Berwin, Inc. 1601 SW 5th Court Ind.-Dist. 1990 25,200 100.0% 1 Berwin, Inc. 1501 SW 5th Court Ind.-Dist. 1990 25,200 99.7% 4 U.S. Power, Inc. 1400 SW 6th Court Ind.-Dist. 1986 143,459 100.0% 5 Suddath Relocation Systems 1405 SW 6th Court Ind.-Flex 1985 48,620 100.0% 8 Fat Free Food Corporation 595 SW 13th Terrace Ind.-Dist. 1984 44,627 100.0% 3 Man Engines & Components, Inc. 601 SW 13th Terrace Ind.-Dist. 1984 20,385 100.0% 1 Taylor Corp. d/b/a Sunset Thermo 605 SW 16th Terrace Ind.-Dist. 1965 38,458 100.0% 1 Parlux Fragrances, Inc. 2440-2478 Metrocentre Boulevard Ofc. 1988 30,238 91.8% 7 State of Florida Dept. of Revenue 951 Broken Sound Parkway Ofc. 1986 86,500 100.0% 12 Siemens Telecom Networks 3400 Lakeside Drive Ofc. 1990 121,290 95.3% 10 Humana Medical Plan, Inc. 3450 Lakeside Drive Ofc. 1990 120,347 91.6% 6 Electronic Data Systems Corp. 13650 NW 8th Street Ofc. 1991 24,732 100.0% 5 Allstate Insurance Company 13630 NW 8th Street Ofc. 1991 30,093 100.0% 3 Lucent Technologies, Inc. 777 Yamato Road Ofc. 1987 156,024 96.7% 12 National Council on Compensation 1801 Clint Moore Boulevard Ofc. 1986 47,938 85.7% 15 Noble International Investment ---------- ------ Total South Florida 1,613,974 94.7% ========== ====== MINNESOTA 6601-6625 W. 78th Street Ofc. 1998 325,000 100.0% 1 Diversified Pharmaceutical Svs. 2905 Northwest Boulevard Ind.-Flex 1983 84,765 100.0% 9 Deltak LLC 2800 Campus Drive Ind.-Flex 1985 64,852 99.7% 5 Ciprico, Inc. 2955 Xenium Lane Ind.-Flex 1985 24,800 59.9% 1 Van Sickle, Allen & Assoc., Inc. 9401-9443 Science Center Drive Ind.-Flex 1989 73,908 100.0% 7 Ameridata, Inc. 6321-6325 Bury Drive Ind.-Flex 1988 72,965 100.0% 5 Ontrack Computer Systems 7115-7173 Shady Oak Road Ind.-Flex 1984 78,051 92.3% 15 Core Group Marketing, Inc. 7660-7716 Golden Triangle Drive Ind.-Flex 1988 89,672 91.9% 7 Achieve Software Corporation 7400 Flying Cloud Drive Ind.-Flex 1987 32,137 100.0% 1 Mamac Systems, Inc. 330 Second Avenue Ofc. 1980 197,100 81.7% 43 General Services Administration 10301-10305 West 70th Street Ind.-Flex 1984 23,547 100.0% 3 Sci-Com Data Services, Ltd. 10321 West 70th Street Ind.-Flex 1984 28,372 100.0% 1 Pattern Processing, Inc. 10333 West 70th Street Ind.-Flex 1984 21,640 100.0% 1 Arcadia Financial, Ltd. 10349-10357 West 70th Street Ind.-Flex 1985 53,912 100.0% 2 Augustine Medical, Inc. 10365-10375 West 70th Street Ind.-Flex 1985 56,877 100.0% 2 Viking Press 10393-10394 West 70th Street Ind.-Flex 1985 52,684 100.0% 2 Augustine Medical, Inc. 7078 Shady Oak Road Ind.-Flex 1985 67,041 100.0% 1 Laser Master Corp. 5600 & 5610 Rowland Road Ind.-Flex 1988 119,394 97.6% 12 GN Danavox, Inc. 2920 Northwest Boulevard Ind.-Flex 1997 81,935 99.8% 5 Priority Envelope, Inc. 5400-5500 Feltl Road Ind.-Flex 1985 135,089 100.0% 7 Comdisco, Inc. 10300 Bren Road Ind.-Flex 1981 50,156 100.0% 2 Electrosonic Systems, Inc. 14630-14650 28th Avenue North Ind.-Dist. 1978 56,100 100.0% 2 Triarco Arts & Crafts, Inc. 7695-7699 Anagram Drive Ind.-Flex 1997 39,390 100.0% 2 Arrow Electronics, Inc. 7550 Meridian Circle Ind.-Flex 1989 49,827 100.0% 4 Silent Knight, LLC 2800 Northwest Boulevard Ind.-Flex 1995 164,122 100.0% 2 Nellcor Puritan Bennett 3255 Neil Armstrong Boulevard Ind.-Dist. 1998 87,402 100.0% 1 Metz Baking Company 4801 West 81st Street Ind.-Flex 1984 58,810 100.0% 12 Suburban Radiologic Consultant 8100 Cedar Avenue Ind.-Flex 1983 62,596 100.0% 1 Automatic Data Processing 9600 54th Avenue Ind.-Flex 1998 50,021 100.0% 1 Entronix International, Inc. 7800 Equitable Drive Ofc. 1998 43,426 100.0% 4 Rollerblade, Inc. 7905 Fuller Road Ind.-Flex 1998 74,224 100.0% 1 JASC Software, Inc. ---------- ------ Total Minnesota 2,419,815 97.4% ========== ====== - -17- PERCENT LEASED AT BUILDING YEAR LEASEABLE DEC. 31, NO. OF PROJECT NAME TYPE DVLP. SQ.FT.(1) 1998 (2) LEASES MAJOR TENANT - --------------------------------- --------- ----- ---------- --------- ------ ------------------------------- MICHIGAN 26911-26957 Northwestern Highway Ofc. 1985 634,470 97.4% 36 RL Polk & Co. 1650 Research Drive Ofc. 1985 71,247 100.0% 6 Hughes Aircraft Company 1775 Research Drive Ofc. 1985 30,450 100.0% 1 New Venture Gear, Inc. 1875 Research Drive Ofc. 1986 30,305 100.0% 3 Avery International, Inc. 1850 Research Drive Ofc. 1986 72,229 95.6% 3 Budd Company, Inc. 1965 Research Drive Ofc. 1987 38,600 100.0% 3 Porsche Engineering Services 1960 Research Drive Ofc. 1987 38,600 100.0% 2 Square D Company 27260 Haggerty Road Ind.-Flex 1983 50,391 100.0% 14 Farmers Insurance Exchange 27200 Haggerty Road Ind.-Flex 1983 42,156 100.0% 6 Automotive Systems Laboratories 27280 Haggerty Road Ind.-Flex 1983 49,944 95.2% 16 Ecova, Inc. 27220 Haggerty Road Ind.-Flex 1985 22,175 100.0% 1 Automotive Systems Laboratories 27240 Haggerty Road Ind.-Flex 1985 18,665 100.0% 3 Automotive Systems Laboratories 27300 Haggerty Road Ind.-Flex 1985 40,779 100.0% 8 Atoma International of America 1101 Allen Drive Ind.-Flex 1974 24,582 100.0% 1 Goldon Windows & Mirrors, Inc. 1151 Allen Drive Ind.-Flex 1974 41,200 100.0% 1 Effective Mailers, Inc. 1300 Rankin Street Ind.-Flex 1979 33,600 100.0% 1 Connolly N.A., LLC 1350 Rankin Street Ind.-Flex 1979 28,000 100.0% 1 PPG Industries, Inc. 1376-1400 Rankin Street Ind.-Flex 1979 33,640 100.0% 5 Seaman-Patrick Paper Co. 1352-1374 Rankin Street Ind.-Flex 1979 38,400 100.0% 4 Ambrosi & Associates 1324-1346 Rankin Street Ind.-Flex 1979 33,600 100.0% 2 Coolridge Glass Company, Inc. 1301-1307 Rankin Street Ind.-Flex 1978 28,000 57.1% 1 Michelin North America, Inc. 1409 Allen Drive Ind.-Flex 1978 40,000 90.0% 8 Detroit Legal News Publishing 1304 E. Maple Road Ind.-Flex 1971 60,667 - - 1334 Maplelawn Road Ind.-Flex 1983 28,122 100.0% 1 Ovonic Battery Company 1290 Maplelawn Road Ind.-Flex 1984 19,314 100.0% 1 AIP, Inc. 1070 Maplelawn Road Ind.-Flex 1982 15,520 100.0% 1 J. Austin Oil Company of Flint 950 Maplelawn Road Ind.-Flex 1982 32,980 100.0% 1 EG&G Structural Kinematics 894 Maplelawn Road Ind.-Flex 1986 32,868 100.0% 1 EG&G Structural Kinematics 1179 Maplelawn Road Ind.-Flex 1984 19,873 100.0% 1 The Stanley Works 1940 Norwood Drive Ind.-Flex 1983 19,644 100.0% 1 Olga's Kitchen, Inc. 1311-1331 Maplelawn Road Ind.-Flex 1986 28,384 100.0% 1 Sweet Ideas LP 2354 Bellingham Street Ind.-Flex 1990 19,775 100.0% 1 PGF Industries, Inc. 2360 Bellingham Street Ind.-Flex 1985 19,775 100.0% 1 United States Postal Service 1911 Ring Drive Ind.-Flex 1986 19,500 100.0% 1 Fitzpatrick Manufacturing Company 26442-26450 Haggerty Road Ind.-Flex 1988 29,800 100.0% 2 The Office Connection 26500 Haggerty Road Ind.-Flex 1986 52,000 100.0% 2 Cooper Tire & Rubber Company 26650 Haggerty Road Ind.-Flex 1988 26,800 100.0% 1 Inalfa Hollandia 26700 Haggerty Road Ind.-Flex 1986 39,200 100.0% 1 Inalfa Hollandia 26750 Haggerty Road Ind.-Flex 1988 29,800 100.0% 1 North American Lighting, Inc. 26800 Haggerty Road Ind.-Flex 1986 22,000 100.0% 1 Fata Hunter, Inc. 26842-26850 Haggerty Road Ind.-Flex 1988 24,400 100.0% 2 Akebono BSEC, Inc. 50 West Big Bear Road Ofc. 1987 142,290 98.8% 23 USA Federal Credit Union 100 West Big Bear Road Ofc. 1987 139,215 96.6% 21 American Communications Network 245 Executive Drive Ofc. 1984 60,003 97.6% 6 Continental Casualty Company 8301 West Parkland Court Ind.-Dist. 1982 119,040 100.0% 4 Ryan & Sons, Inc. 4701 West Schroeder Drive Ind.-Flex 1985 40,370 100.0% 6 U.S. Processing, Inc. 4555 West Schroeder Drive Ind.-Flex 1989 53,978 100.0% 11 U.S. Processing, Inc. 32991 Hamilton Court Ofc. 1989 70,505 53.0% 1 Medview Services, Inc. 7800 N. 113th Street Ofc. 1991 80,212 100.0% 1 Aqua-Chem, Inc. 2475-2479 Elliot Avenue Ind.-Flex 1984 10,481 100.0% 1 Pastel Photo Labs, Inc. 32661 Edward Avenue Ind.-Flex 1976 32,025 100.0% 1 Bell Atlantic Network 32701 Edward Avenue Ind.-Flex 1976 28,800 100.0% 1 Design Origins, Inc. 32751 Edward Avenue Ind.-Flex 1969 13,700 100.0% 1 Home I.V. Care, Inc. 32853 Edward Avenue Ind.-Flex 1973 16,226 100.0% 1 Triad Services Group, Inc. 555 East Mandoline Avenue Ind.-Flex 1979 16,548 100.0% 1 DHL Airways, Inc. 599 East Mandoline Avenue Ind.-Flex 1979 13,700 100.0% 1 Muller Weingarten 749 East Mandoline Avenue Ind.-Flex 1974 16,350 100.0% 1 Rheem Manufacturing Company 750 East Mandoline Avenue Ind.-Flex 1969 15,700 100.0% 1 Triad Services Group, Inc. 900 East Mandoline Avenue Ind.-Flex 1972 16,350 100.0% 1 MGA Research Corporation 949 East Mandoline Avenue Ind.-Flex 1974 16,100 100.0% 1 Baron Industries 32390-32400 Howard Avenue Ind.-Flex 1978 13,092 - - 32090 John Road Ind.-Flex 1980 5,520 100.0% 1 Kitchen & Bath by Rite-Way 31601 Research Park Drive Ind.-Flex 1985 29,220 100.0% 1 Eftec North America, Inc. 31651 Research Park Drive Ind.-Flex 1985 20,272 100.0% 1 JAC Products, Inc. 31700 Research Park Drive Ind.-Flex 1988 23,980 100.0% 1 Valenite, Inc. 31701 Research Park Drive Ind.-Flex 1985 14,582 100.0% 1 EDAG, Inc. 31751 Research Park Drive Ind.-Flex 1985 17,569 100.0% 1 Valenite, Inc. 31800 Research Park Drive Ind.-Flex 1986 32,000 100.0% 1 Valenite, Inc. 800 Tech Row Ind.-Flex 1986 63,470 100.0% 1 Motor City Electric Company 900 Tech Row Ind.-Flex 1986 18,280 100.0% 1 Cincinnati Milacron Marketing 1000 Tech Row Ind.-Flex 1987 33,260 100.0% 1 General Motors Corporation 31771 Sherman Avenue Ind.-Flex 1982 14,000 100.0% 1 Valeron Corporation 31791 Sherman Avenue Ind.-Flex 1983 11,011 100.0% 1 Dover Resources, Inc. 31811 Sherman Avenue Ind.-Flex 1983 24,388 100.0% 1 De-Sta-Co, Division 31831 Sherman Avenue Ind.-Flex 1984 18,618 100.0% 1 Jomar International, Ltd. 31900 Sherman Avenue Ind.-Flex 1984 21,950 100.0% 1 American District Telegraph 800 East Whitcomb Avenue Ind.-Flex 1987 15,700 100.0% 1 Structural Dynamics Research 950 East Whitcomb Avenue Ind.-Flex 1988 42,120 100.0% 1 Code Alarm, Inc. 1000 East Whitcomb Avenue Ind.-Flex 1980 20,000 100.0% 1 Code Alarm, Inc. 1100 East Whitcomb Avenue Ind.-Flex 1980 17,011 100.0% 2 Data Imaging Specialists 1201 East Whitcomb Avenue Ind.-Flex 1980 26,660 100.0% 1 Danse Manufacturing Corp. 1210 East Whitcomb Avenue Ind.-Flex 1983 9,690 85.1% 1 Erman & Son 1260 Kempar Avenue Ind.-Flex 1981 8,160 100.0% 1 Bradford Company 1280 Kempar Avenue Ind.-Flex 1983 10,244 100.0% 1 Midland Design Service, Inc. 1001 East Lincoln Avenue Ind.-Flex 1987 44,508 100.0% 1 Galco Industrial Electronics 1201 East Lincoln Avenue Ind.-Flex 1986 65,942 100.0% 1 Champion International Corp. 22515 Heslip Drive Ind.-Flex 1975 10,380 100.0% 1 Sport Academy, Inc. 8400 Lakeview Parkway Ind.-Flex 1991 84,250 100.0% 9 Tetra Pak, Inc. 8401 Lakeview Parkway Ind.-Flex 1993 72,351 100.0% 3 Moore Business Forms 9801 80th Avenue Ind.-Dist. 1994 277,454 100.0% 2 Unified Solutions, Inc. ---------- ------ Total Michigan 3,948,730 96.1% ========== ====== - -18- PERCENT LEASED AT BUILDING YEAR LEASEABLE DEC. 31, NO. OF PROJECT NAME TYPE DVLP. SQ.FT.(1) 1998 (2) LEASES MAJOR TENANT - --------------------------------- --------- ----- ---------- --------- ------ ------------------------------- UNITED KINGDOM 10 Kings Hill Avenue Ind.-Flex 1998 36,447 75.4% 4 CFS International, Ltd. 25 Kings Hill Avenue Ofc. 1996 35,231 100.0% 2 Charities Aid Foundation 2 Kings Hill Avenue Ind.-Flex 1996 34,600 100.0% 6 Canon, Ltd. 50 Gibson Drive Ofc. 1996 18,000 100.0% 1 Genzyme Biochemicals 50 Kings Hill Avenue Ofc. 1996 50,000 100.0% 1 Rhone-Poulenc Rorer ---------- ------ Total United Kingdom 174,278 94.8% ========== ====== TOTAL COMPANY 44,168,315 95.0% ========== ======
(1) Based on net leaseable building area at December 31, 1998. Some buildings have been expanded since their original acquisition or development. (2) Based on rent commencement date. ITEM 3. LEGAL PROCEEDINGS The Trust is not a party to any material legal proceedings. In the ordinary course of business, the Operating Partnership is party to routine litigation incidental to its business, including routine actions for negligence, personal injury or other claims, many of which are expected to be covered by liability insurance and in the aggregate are not expected to have a material effect on the business or financial condition of the Company. On June 27, 1995, the Environmental Protection Agency ("EPA") notified Willard G. Rouse III, and two former senior executives, together with six other companies or individuals, that they may be potentially responsible, as former owners, for a portion of the response costs for remediation of ground water in part of the North Penn Service Area for certain properties located in Upper Gwynedd Township, Pennsylvania, (the "Church Road Properties"). The Company acquired the Church Road Properties from the Predecessor upon formation of the Company. The Company has not been similarly notified by the EPA; however, as the present owner of the Church Road Properties, the potential exists for the Company to be named a potentially responsible party if there has been a release from the Church Road Properties of hazardous substances, including trichloroethylene, that requires remediation. In such circumstances, the Company believes it would have claims against other financially responsible parties (including previous owners of the Church Road Properties, such as Zenith and the other parties identified by the EPA as potentially liable) and, consequently, the Company does not believe that its liability with respect to this matter, if any, is likely to be material. In addition, Mr. Rouse, Joseph P. Denny and two former senior executives agreed to indemnify the Company for a period of 10 years commencing in June 1994 with respect to material environmental liabilities associated with the Church Road Properties. 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, 1998. - -19- EXECUTIVE OFFICERS The following persons are the executive officers of the Trust, which is the sole general partner of the Operating Partnership:
AGE AT FEBRUARY POSITION NAME 22, 1999 - ----------------------- -------- ----------------------------------------------- Willard G. Rouse III 56 Chairman of the Board of Trustees and Chief Executive Officer Joseph P. Denny 52 President, Chief Operating Officer and Trustee George J. Alburger, Jr. 51 Chief Financial Officer and Treasurer Robert E. Fenza 41 Executive Vice President James J. Bowes 45 Secretary and General Counsel
Each officer was elected as such in July 1994 with the exception of Mr. Alburger, who was elected Chief Financial Officer and Treasurer in May 1995, and Mr. Bowes, who was elected Secretary in December 1996. Each officer will serve until the first meeting of the Board of Trustees after the next annual meeting of shareholders or until the officer resigns or is removed from office by the Board of Trustees. Willard G. Rouse III has served as Chairman of the Board of Trustees and Chief Executive Officer of the Company since March 1994. Mr. Rouse had been a General Partner of the Predecessor since its founding in 1972. Mr. Rouse has served as Chairman of each of the Pennsylvania Convention Center Authority, Foundation for Architecture, We the People 2000 and the Philadelphia Children's Network and as President of the Fellowship Commission. Mr. Rouse is currently Chair of The Philadelphia Regional Performing Arts Center, which is constructing a performing arts center in Philadelphia, Pennsylvania. Joseph P. Denny has served as President and Chief Operating Officer of the Company and a trustee of the Trust since March 1994. Mr. Denny joined the Predecessor in 1979 and served as a Regional Manager. In these capacities, he was responsible for developing approximately one billion dollars of projects, primarily large urban projects. Mr. Denny is a Vice Chairman of the Industrial and Office Park Council of the Urban Land Institute and serves on the Advisory Board of the Wharton Business School's Real Estate Center and the NAREIT Legislative Advisory Council. George J. Alburger, Jr. became Chief Financial Officer and Treasurer of the Company in May 1995. For more than five years prior to joining the Company, Mr. Alburger served as Executive Vice President of EBL&S Property Management, Inc., an owner and manager of approximately 200 shopping centers aggregating 30 million square feet of retail space. Mr. Alburger is a certified public accountant and was formerly a Senior Manager with Price Waterhouse LLP. Robert E. Fenza has served as an Executive Vice President of the Company since March 1994, with principal responsibility for operations, property management and asset management. Mr. Fenza joined the Predecessor in 1984 and advanced to Regional Manager in 1987 and to Northern Division Manager in 1991. - -20- James J. Bowes has served as General Counsel and Secretary of the Company since December 1996. Prior to joining the Company, Mr. Bowes was a partner in the law firm of Blank Rome Comisky & McCauley. PART II ITEM 5. MARKET FOR THE REGISTRANTS' COMMON EQUITY AND RELATED SHAREHOLDERS MATTERS The Common Shares are traded on the New York Stock Exchange under the symbol "LRY". There is no established public trading market for the Units. The following table sets forth, for the calendar quarters indicated, the high and low closing prices of the Common Shares on the New York Stock Exchange, and the dividends declared per Common Share for such calendar quarter. DIVIDENDS DECLARED PER HIGH LOW COMMON SHARE ---- --- ------------- 1998 First Quarter $28 3/8 $25 $0.42 Second Quarter 27 24 1/2 0.42 Third Quarter 26 3/16 21 1/2 0.45 Fourth Quarter 25 20 13/16 0.45 1997 First Quarter $26 1/8 $23 3/4 $0.41 Second Quarter 25 1/2 23 5/8 0.41 Third Quarter 27 1/8 24 3/4 0.42 Fourth Quarter 28 7/8 25 1/2 0.42 As of February 22, 1999, the Common Shares were held by 1,062 holders of record. Since its initial public offering, the Company has paid regular and uninterrupted dividends. Although the Company currently anticipates that comparable cash dividends will continue to be paid in the future, the payment of future dividends by the Company will be at the discretion of the Board of Trustees and will depend on numerous factors including the Company's cash flow, its financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as the Board of Trustees deems relevant. ITEM 6. SELECTED FINANCIAL DATA The following table sets forth Selected Financial Data for Liberty Property Trust and Liberty Property Limited Partnership as of and for the years ended December 31, 1998, 1997, 1996 and 1995 and for the period from June 23, 1994 to December 31, 1994, for Liberty Property Trust, Liberty Property Limited Partnership and the Predecessor combined as of and for the year ended December 31, 1994, and for the Predecessor for the period from January 1, 1994 to June 22, 1994. The information set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and notes thereto appearing elsewhere in this report. Certain amounts from prior periods have been restated to conform to current-year-presentation. - -21-
LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP AND PREDECESSOR (COMBINED) LIBERTY PROPERTY TRUST/ LIBERTY PROPERTY LIMITED PARTNERSHIP/ LIBERTY PROPERTY TRUST/ PREDECESSOR LIBERTY PROPERTY LIMITED PARTNERSHIP PREDECESSOR (COMBINED) ------------------------------------------------------------ ----------- ----------- YEAR ENDED JUNE 23, JANUARY 1, ----------------------------------------------- 1994 TO 1994 to YEAR ENDED DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER JUNE DECEMBER 31, 1998 31, 1997 31, 1996 31, 1995 31, 1994 22, 1994 31, 1994 ---------- ---------- ---------- ---------- ----------- ----------- ----------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) OPERATING DATA Total revenue $ 387,093 $ 232,517 $ 154,265 $ 117,041 $ 46,638 $ 36,384 $ 83,022 Rental and real estate tax expense 108,345 61,079 40,853 29,314 11,377 10,373 21,750 General and administra- tive expenses 15,522 10,650 8,023 5,212 2,273 2,439 4,712 Depreciation and amortization 67,932 40,752 28,203 22,518 8,294 6,438 14,732 ---------- ---------- ---------- --------- --------- -------- --------- Operating income 195,294 120,036 77,186 59,997 24,694 17,134 41,828 Premium on debenture conversions - 98 1,027 - - - - Interest expense 78,617 53,888 38,528 37,688 13,826 20,417 34,243 ---------- ---------- ---------- --------- --------- -------- --------- Income (loss) before minority interest and extraordinary item 116,677 66,050 37,631 22,309 10,868 (3,283) 7,585 Minority interest 8,062 5,606 3,891 2,843 7,664 - 7,664 Extraordinary item-gain on extinguishment of debt - - - - 52,677 3,084 55,761 ---------- ---------- ---------- --------- --------- -------- --------- Net income (loss) 108,615 60,444 33,740 19,466 55,881 (199) 55,682 ---------- ---------- ---------- --------- --------- -------- --------- Preferred distributions 11,000 4,247 - - - - - ---------- ---------- ---------- --------- --------- -------- --------- Income (loss) available to common shareholders $ 97,615 $ 56,197 $ 33,740 $ 19,466 $ 55,881 $ (199) $ 55,682 ========== ========== ========== ========= ========= ======== ========= Distributions paid on common shares and units $ 109,361 $ 70,615 $ 52,569 $ 38,683 $ 10,219 - - ========== ========== ========== ========= ========= Distributions paid on preferred shares $ 11,000 $ 2,414 - - - - - ========== ========== PER SHARE DATA Income per common share before extraordinary item - basic $ 1.60 $ 1.39 $ 1.14 $ 0.89 $ 0.46 - - Income per common share - basic $ 1.60 $ 1.39 $ 1.14 $ 0.89 $ 2.67 - - Income per common share before extraordinary item - diluted $ 1.59 $ 1.38 $ 1.14 $ 0.89 $ 0.27 - - Income per common share - diluted $ 1.59 $ 1.38 $ 1.14 $ 0.89 $ 1.91 - - Distributions paid per common share $ 1.71 $ 1.65 $ 1.61 $ 1.60 $ 0.43 - - Distributions paid per preferred share $ 2.20 $ 0.48 - - - - - Weighted average number of shares outstanding - basic 61,036 40,493 29,603 21,833 20,965 - - Weighted average number of shares outstanding - diluted 61,315 40,806 29,678 21,838 35,386 - - OTHER DATA Cash provided by opera- ting activities $ 219,223 $ 136,596 $ 68,643 $ 68,186 $ 9,082 $ 7,050 $ 16,132 Cash used by investing activities (839,542) (864,562) (267,099) (281,862) (154,273) (2,009) (156,282) Cash provided by financing activities 579,631 763,433 207,439 199,136 159,585 5,526 165,111 Funds from operations 173,829 102,617 65,944 44,606 19,082 3,075 22,517
- -22-
LIBERTY PROPERTY TRUST/ LIBERTY PROPERTY LIMITED PARTNERSHIP ------------------------------------------------------------------------ DECEMBER 31, ------------------------------------------------------------------------ 1998 1997 1996 1995 1994 ------------ ------------ ------------ ------------ ------------ (DOLLARS IN THOUSANDS) BALANCE SHEET DATA Net real estate $ 2,819,119 $ 1,956,717 $ 1,061,234 $ 826,289 $ 512,619 Total assets 2,933,371 2,094,337 1,152,612 898,102 602,981 Total indebtedness 1,423,843 960,134 678,709 473,909 320,857 Shareholders' and owners' equity 1,267,036 955,595 375,532 335,521 229,667 OTHER DATA Total leaseable square foot- age of properties at end of period (in thousands) 44,168 32,453 20,617 16,693 11,090 Number of properties at the end of period 608 441 259 208 151 Percentage leased at end of period 95% 95% 93% 92% 88%
Basic weighted average number of shares includes only Common Shares outstanding during the year. Diluted weighted average number of shares outstanding includes the dilutive effect of outstanding options, and excludes Common Shares issuable upon conversion of Units, and upon the exchange of Convertible Debentures, because to do so would have been antidilutive for the periods presented, with the exception of the period June 23, 1994 to December 31, 1994. The diluted weighted average shares for this period includes the dilutive effect of all of the aforementioned securities. "Funds from operations" is defined by the National Association of Real Estate Investment Trusts ("NAREIT") as net income or loss after preferred dividends (computed in accordance with generally accepted accounting principles ("GAAP")), excluding gains (or losses) from debt restructuring and sales of property, plus real estate-related depreciation and amortization and minority interest, and excluding significant non-recurring events that materially distort the comparative measurement of Company performance over time. Funds from operations does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The following discussion and analysis is based on a consolidated view of the Company. Geographic segment data for the years ended December 31, 1998, 1997 and 1996 is included in Notes 11 and 10 of the Notes to the Liberty Property Trust and the Liberty Property Limited Partnership Financial Statements, respectively. In 1998, the Company continued to pursue development and acquisition opportunities and continued to focus on increasing the cash flow from its Properties in Operation by increasing property occupancy and increasing rental rates. The Company also continued to strengthen its balance sheet and its capital structure. The Company's operating results depend primarily upon income from the rental operations of the Properties in Operation. This income is substantially influenced by the demand for the Properties in Operation. - -23- In addition, the Company's continued growth is dependent upon its ability to maintain property occupancy rates and increase rental rates on the Properties in Operation and to continue the development and acquisition of additional properties. The occupancy rate of the Properties in Operation has increased during each of the last three years and was 95.0% at December 31, 1998. The Company will seek to maintain and increase its overall occupancy and also will seek to increase rental rates in replacement and renewal leases. Stable or increased occupancy, along with increasing rental rates, would allow the Properties in Operation to continue to provide a comparable or increasing level of income from rental operations. The Company also will seek to achieve growth in income from rental operations through (i) growth of its core portfolio by maintaining high levels of occupancies and obtaining increases in rental rates upon expirations of leases, (ii) the maintenance and expansion of its development pipeline, (iii) the acquisition of additional rental properties where the Company has identified opportunities to add value, and (iv) selected disposition of properties. The Company increased its level of development activity in 1998. The Company completed development of 34 properties totalling approximately 3.5 million leaseable square feet for a Total Investment of $237.3 million. In 1997, the Company completed development of 20 properties totalling approximately 2.9 million leaseable square feet for a Total Investment of $143.5 million. In addition, as of December 31, 1998, the Company had 45 Properties Under Development expected to generate, upon completion, approximately four million leaseable square feet of suburban office and industrial space for a Total Investment of approximately $367.8 million. The Company expects to complete the Properties Under Development over the next eight quarters. The Company acquired 144 properties consisting of approximately 8.6 million leaseable square feet during 1998 as compared to the acquisition of 170 properties consisting of approximately 9.5 million leaseable square feet during 1997. The Company will seek, through its active pursuit of acquisitions in its multiple markets, to continue to achieve attractive returns on acquisitions. However, the Company anticipates that given current market conditions, that the pace of acquisitions of rental properties in 1999 will be slower than in 1998. In 1998, the Company disposed of ten properties totalling approximately 412,000 leaseable square feet for $18.9 million. In 1997, the Company disposed of eight properties totalling approximately 635,000 leaseable square feet for $35.4 million. The Company anticipates the selective disposition of properties to continue as strategic opportunities arise. The Company continued to strengthen its balance sheet in 1998 by accessing both the public and private equity markets and the public debt market. The Company raised approximately $296.3 million through the issuance of Common Shares. In addition, over the course of the year, the Company issued $295.0 million of investment grade rated unsecured notes with maturities ranging from 4 to 15 years. - -24- The composition of the Properties in Operation as of December 31, 1998 and 1997 is as follows (in thousands):
TOTAL PERCENT OF TOTAL SQUARE FEET SQUARE FEET PERCENT OCCUPIED ----------------- ---------------- ----------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, TYPE 1998 1997 1998 1997 1998 1997 - ------------------------- ------- ------- ------- ------- ------- ------- Industrial - Distribution 19,069 14,390 43.2% 44.3% 95.0% 94.6% Industrial - Flex 12,771 9,300 28.9% 28.7% 94.4% 94.8% Office 12,328 8,763 27.9% 27.0% 95.6% 94.5% ------- ------ ------- ------- ------- ------- Total 44,168 32,453 100.0% 100.0% 95.0% 94.6% ======= ====== ====== ====== ====== ======
The expiring square feet and annual base rent by year for the above Properties in Operation as of December 31, 1998 are as follows (in thousands):
INDUSTRIAL- DISTRIBUTION INDUSTRIAL-FLEX OFFICE TOTAL ------------------ ------------------ ------------------ ------------------ SQUARE ANNUAL SQUARE ANNUAL SQUARE ANNUAL SQUARE ANNUAL YEAR FEET BASE RENT FEET BASE RENT FEET BASE RENT FEET BASE RENT - ---------- ------ --------- ------ --------- ------ --------- ------ --------- 1999 3,196 $ 14,267 2,656 $ 18,615 2,363 $ 26,179 8,215 $ 59,061 2000 2,054 9,165 2,223 16,404 1,959 23,972 6,236 49,541 2001 2,961 13,283 2,181 15,669 1,504 19,016 6,646 47,968 2002 3,053 12,713 1,304 10,334 937 11,430 5,294 34,477 2003 1,650 8,020 1,785 16,478 1,076 14,319 4,511 38,817 2004 583 3,370 291 2,752 271 4,073 1,145 10,195 Thereafter 4,625 23,390 1,616 16,557 3,680 52,833 9,921 92,780 ------ -------- ------ -------- ------- -------- ------ -------- Total 18,122 $ 84,208 12,056 $ 96,809 11,790 $151,822 41,968 $332,839 ====== ======== ====== ======== ======= ======== ====== ======== Percent of Total Annual Base Rent 25.4% 29.1% 45.5% 100.0% ======== ======== ======== ========
The scheduled deliveries of the four million square feet of Properties Under Development as of December 31, 1998 are as follows (in thousands):
SQUARE FEET ----------------------------- SCHEDULED IND- IND- PERCENT LEASED IN-SERVICE DATE DIST. FLEX OFFICE TOTAL DECEMBER 31, 1998 TOTAL INVESTMENT - ---------------- ------ ------ ------- ------ ----------------- ---------------- 1st Quarter 1999 151 293 119 563 41.3% $ 36,611 2nd Quarter 1999 540 81 362 983 85.6% 76,834 3rd Quarter 1999 530 123 62 715 84.6% 33,078 4th Quarter 1999 170 - 435 605 49.5% 82,524 Thereafter - 134 1,008 1,142 26.0% 138,772 ------ ------ ------- ------ ------ ---------- Total 1,391 631 1,986 4,008 56.8% $ 367,819 ====== ====== ======= ====== ====== ==========
FORWARD-LOOKING STATEMENTS When used throughout this report, the words "believes," "anticipates," and "expects" and similar expressions are intended to identify forward- looking statements. Such statements indicate that assumptions have been used that are subject to a number of risks and uncertainties which could cause actual financial results or management plans and objectives to differ materially from those projected or expressed herein, including: - -25- the effect of national and regional economic conditions; the Company's ability to identify and secure additional properties and sites that meet its criteria for acquisition or development; the availability of capital; and the effect of prevailing market interest rates; and other risks described from time to time in the Company's filings with the Securities and Exchange Commission. Given these uncertainties, readers are cautioned not to place undue reliance on such statements. The Company undertakes no obligation to update statements that may be made to reflect any future events or circumstances. RESULTS OF OPERATIONS The following discussion is based on the consolidated financial statements of the Company. It compares the results of operations of the Company for the year ended December 31, 1998 with the results of operations of the Company for the year ended December 31, 1997, and the results of operations of the Company for the year ended December 31, 1997 with the results of operations of the Company for the year ended December 31, 1996. As a result of the significant level of acquisition and development activities by the Company in 1998 and 1997, the overall operating results of the Company during such periods are not directly comparable. However, certain data, including the "Same Store" comparison, do lend themselves to direct comparison. This information should be read in conjunction with the accompanying consolidated financial statements and notes included elsewhere in this report. COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997. Total revenue (principally rental revenue and operating expense reimbursement) increased to $387.1 million for the year ended December 31, 1998 from $232.5 million for the year ended December 31, 1997. This increase was primarily due to the increase in the number of Properties in Operation owned during the respective periods. As of January 1, 1997, the Company owned 259 properties and, through December 31, 1997, acquired 170 additional properties and completed development on 20 properties for a Total Investment (as defined below) of $871.5 million and disposed of eight properties for $35.4 million. As of January 1, 1998, the Company owned 441 properties, and, through December 31, 1998, acquired 144 additional properties and completed the development on 34 properties for a Total Investment of $863.6 million, and disposed 10 properties for $18.9 million. Furthermore, total revenue increased because the operating expense recovery percentage (the ratio of operating expense reimbursement to rental property expenses and real estate taxes) increased to 93.4% for the year ended December 31, 1998 from 90.9% for the year ended December 31, 1997 due to the increase in occupancy. The "Total Investment" for a property is defined as the property's purchase price plus closing costs and management's estimate, as determined at the time of acquisition, of the cost of necessary building improvements in the case of acquisitions, or land costs and land and building improvement costs in the case of development projects, and where appropriate, other development costs and carrying costs required to reach rent commencement. Rental property and real estate tax expenses increased to $108.3 million for the year ended December 31, 1998 from $61.1 million for the year ended December 31, 1997. This increase is due to the increase in the number of properties owned. - -26- Property level operating income for the "Same Store" properties (properties owned since January 1, 1997) increased to $129.7 million for the year ended December 31, 1998 from $124.2 million for the year ended December 31, 1997, with straightlining (which recognizes rental revenue evenly over the life of the lease), and increased to $129.3 million for the year ended December 31, 1998 from $122.8 million for the year ended December 31, 1997, without straightlining. These increases of 4.4%, and 5.3%, respectively are due to increases in rental rates and increases in occupancy. Set forth below is a schedule comparing the property level operating income, with and without straightlining, for the Same Store properties for the years ended December 31, 1998 and 1997.
WITH STRAIGHTLINING WITHOUT STRAIGHTLINING ------------------- ---------------------- 1998 1997 1998 1997 -------- -------- --------- --------- (IN THOUSANDS) (IN THOUSANDS) ------------------- ---------------------- Rental revenue $132,434 $128,430 $132,118 $127,093 Operating expense reimbursement 41,739 39,522 41,739 39,522 -------- -------- -------- -------- 174,173 167,952 173,857 166,615 Rental property expenses 31,862 31,837 31,862 31,837 Real estate taxes 12,660 11,965 12,660 11,965 -------- -------- -------- -------- Property level operating income $129,651 $124,150 $129,335 $122,813 ======== ======== ======== ========
General and administrative expenses increased to $15.5 million for the year ended December 31, 1998 from $10.7 million for the year ended December 31, 1997. This $4.8 million increase is due to the increase in personnel and other related overhead costs necessitated by the increase in the number of properties owned during the respective periods. The increase is somewhat mitigated by the benefit of certain economies of scale experienced by the Company in owning and operating the increased number of properties. Additionally, the year ended December 31, 1998 reflects the expensing of internal acquisition costs as of January 1, 1998 in compliance with EITF 97-11, whereas these costs of $1.2 million were capitalized in 1997. Depreciation and amortization expenses increased to $67.9 million for the year ended December 31, 1998 from $40.8 million for the year ended December 31, 1997. This increase is due to the increase in the number of properties owned during the respective periods. Interest expense increased to $78.6 million for the year ended December 31, 1998 from $53.9 million for the year ended December 31, 1997. This increase is due to an increase in the average debt outstanding for the respective periods which was $1,233.3 million in 1998 and $787.7 million in 1997. This increase is also due to an increase in the weighted average interest rates for the periods, to 7.5% in 1998 from 7.3% in 1997. As a result of the foregoing, the Company's operating income increased to $195.3 million for the year ended December 31, 1998 from $120.0 million for the year ended December 31, 1997. In addition, income before minority interest increased to $116.7 million for the year ended - -27- December 31, 1998 from $66.1 million for the year ended December 31, 1997. COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996. Total revenue (principally rental revenue and operating expense reimbursement) increased to $232.5 million for the year ended December 31, 1997 from $154.3 million for the year ended December 31, 1996. This increase was primarily due to the increase in the number of properties owned during the respective periods. As of January 1, 1996, the Company owned 208 properties and, through December 31, 1996, acquired 33 additional properties and completed development on 19 properties for a Total Investment of $232.2 million. As of January 1, 1997, the Company owned 259 properties, and, through December 31, 1997, acquired 170 additional properties and completed the development on 20 properties for a Total Investment of $871.5 million, and disposed of eight properties for $35.4 million. Furthermore, total revenue increased because the operating expense recovery percentage (the ratio of operating expense reimbursement to rental property expenses and real estate taxes) increased to 90.9% for the year ended December 31, 1997 from 87.8% for the year ended December 31, 1996 due to the increase in occupancy. Rental property and real estate tax expenses increased to $61.1 million for the year ended December 31, 1997 from $40.9 million for the year ended December 31, 1996. This increase is due to the increase in the number of properties owned. Property level operating income for the "Same Store" properties (properties owned since January 1, 1996) increased to $98.8 million for the year ended December 31, 1997 from $94.1 million for the year ended December 31, 1996, with straightlining (which recognizes rental revenue evenly over the life the lease), and increased to $98.3 million for the year ended December 31, 1997 from $93.0 million for the year ended December 31, 1996, without straightlining. These increases of 5.0%, and 5.7%, respectively are due to increases in rental rates and increases in occupancy. Set forth below is a schedule comparing the property level operating income, with and without straightlining, for the Same Store properties for the years ended December 31, 1997 and 1996.
WITH STRAIGHTLINING WITHOUT STRAIGHTLINING --------------------- ---------------------- 1997 1996 1997 1996 -------- -------- --------- -------- (IN THOUSANDS) (IN THOUSANDS) --------------------- ---------------------- Rental revenue $102,501 $ 98,275 $101,996 $ 97,144 Operating expense reimbursement 30,000 29,757 30,000 29,757 -------- -------- -------- -------- 132,501 128,032 131,996 126,901 Rental property expenses 24,221 24,480 24,221 24,480 Real estate taxes 9,437 9,426 9,437 9,426 -------- -------- -------- -------- Property level operating income $ 98,843 $ 94,126 $ 98,338 $ 92,995 ======== ======== ======== ========
General and administrative expenses increased to $10.7 million for the year ended December 31, 1997 from $8.0 million for the year ended - -28- December 31, 1996. This $2.7 million increase is due to the increase in personnel and other related overhead costs necessitated by the increase in the number of properties owned during the respective periods. This increase is somewhat mitigated by the benefit of certain economies of scale experienced by the Company in owning and operating the Properties. Depreciation and amortization expenses increased to $40.8 million for the year ended December 31, 1997 from $28.2 million for the year ended December 31, 1996. This increase is due to the increase in the number of properties owned during the respective periods. Interest expense increased to $53.9 million for the year ended December 31, 1997 from $38.5 million for the year ended December 31, 1996. This increase is due to an increase in the average debt outstanding for the respective periods which was $552.4 million in 1996 and $787.7 million in 1997. This increase is partly offset by the lower interest rates on the outstanding debt. The reduction in interest rates was partially the result of the Company receiving investment grade ratings from both Standard & Poor's Ratings Group ("S&P") and Moody's Investors Service, Inc. ("Moody's") during the year which enabled the Company to access public debt markets more economically. As a result of the foregoing, the Company's operating income increased to $120.0 million for the year ended December 31, 1997 from $77.2 million for the year ended December 31, 1996. In addition, income before minority interest increased to $66.1 million for the year ended December 31, 1997 from $37.6 million for the year ended December 31, 1996. LIQUIDITY AND CAPITAL RESOURCES As of December 31, 1998, the Company had cash and cash equivalents of $14.4 million. Net cash flow provided by operating activities increased to $219.2 million for the year ended December 31, 1998 from $136.6 million for the year ended December 31, 1997. This $82.6 million increase was primarily due to the additional cash flow generated by the greater number of properties in service during the latter period as discussed above under "Results of Operations". Net cash flow provided by operations is the primary source of liquidity to fund distributions to shareholders and for the recurring capital expenditures and re-leasing costs for the Company's properties. Net cash used in investing activities decreased to $839.5 million for the year ended December 31, 1998 from $864.6 million for the year ended December 31, 1997. This $25.1 million decrease was a result of the decrease in net investment in Operating Properties partially offset by an increase in investment in development and land held for development. Net cash provided by financing activities decreased by $183.8 million to $579.6 million for the year ended December 31, 1998 from $763.4 million for the year ended December 31, 1997. Net cash provided by financing activities includes proceeds from the issuance of equity and debt net of debt repayments and shareholder distributions. It is the Company's primary source of capital to fund its investment activities. Although the Company's level of investment activities was relatively constant between 1997 and 1998, the Company decreased its financing activities because of additional cash flow provided by operations in 1998 and because it utilized $40.7 million of its cash balance during 1998. - -29- The Company believes that its undistributed cash flow from operations is adequate to fund its short-term liquidity requirements. The Company funds its acquisitions and completed development with long- term capital sources. These activities may be funded on a temporary basis through its $325.0 million unsecured line of credit (the "Credit Facility"), which matures May, 1999, and can be extended for one year for $650,000. The interest rate on borrowings under the Credit Facility fluctuates based upon the Company's leverage levels or ratings from Moody's and S&P. On June 23, 1997, Moody's raised its prospective senior debt rating of the Company to Baa3 from Ba2 and on July 22, 1997, S&P assigned a BBB- prospective senior debt rating to the Company. At these ratings, the interest rate for borrowings under the Credit Facility is 110 basis points over LIBOR. As of December 31, 1998, $413.2 million in mortgage loans and $645.0 million in unsecured notes were outstanding. The interest rates on $1,041.6 million of mortgage loans and unsecured notes are fixed and range from 5.0% to 9.1%. Interest rates on $16.6 million of mortgage loans float with LIBOR, prime or a municipal bond index, $10.0 million of which is subject to certain caps. The weighted average remaining term for the mortgage loans and unsecured notes is 8.5 years. The scheduled maturities of principal amortization of the Company's mortgage loans and unsecured notes outstanding and the related weighted average interest rates are as follows:
MORTGAGES ------------------------- WEIGHTED PRINCIPAL PRINCIPAL UNSECURED AVERAGE AMORTIZATION MATURITIES NOTES TOTAL INTEREST RATE ------------ ---------- --------- ----------- ------------- 1999 $ 8,521 $ 16,412 $ - $ 24,933 6.7% 2000 9,228 30,215 - 39,443 8.1% 2001 8,860 23,298 - 32,158 7.1% 2002 7,676 - 100,000 107,676 6.7% 2003 7,621 26,606 50,000 84,227 7.2% 2004 7,662 15,910 100,000 123,572 7.0% 2005 6,847 99,018 - 105,865 7.6% 2006 5,544 30,078 100,000 135,622 7.2% 2007 5,133 - 100,000 105,133 7.3% 2008 4,868 28,835 - 33,703 7.2% 2009 2,586 42,097 20,000 64,683 8.1% 2010 1,608 - - 1,608 7.8% 2011 1,365 3,303 - 4,668 7.7% 2012 480 17,674 - 18,154 7.7% 2013 208 1,571 75,000 76,779 6.4% 2018 - - 100,000 100,000 7.5% -------- -------- -------- ---------- ----- $ 78,207 $335,017 $645,000 $1,058,224 7.2% ======== ======== ======== ========== =====
On January 15, 1999 the Company closed a $135 million, two-year unsecured term loan. The interest rate for the loan is 135 basis points over LIBOR. - -30- GENERAL The Company believes that its existing sources of capital will provide sufficient funds to finance its continued development and acquisition activities. The Company's need for capital in 1998 was somewhat reduced by a decline in acquisition activity, resulting from a general marketplace decline during that period in initial returns on acquisitions. The Company's existing sources of capital include the public debt and equity markets, proceeds from property dispositions and net cash provided from its operating activities. Additionally, the Company expects to incur variable rate debt, including borrowings under the Credit Facility, from time to time. In 1998, the Company received $296.3 million in aggregate net proceeds from the issuance of Common Shares and $292.1 million in aggregate net proceeds from the issuance of unsecured notes. The Company used the aggregate net proceeds from the sale of Common Shares and the unsecured notes to fund the Company's activities, including paying down the Credit Facility, which funds acquisition and development activity. In 1997, the Company received $433.9 million in aggregate net proceeds from the issuance of Common Shares; $120.8 million in aggregate net proceeds from the issuance of preferred shares and $347.0 million in aggregate net proceeds from the issuance of unsecured notes. The Company used the aggregate net proceeds from issuance of the Common Shares, the preferred shares and unsecured notes to fund the Company's activities, including paying down the Credit Facility, which funds acquisition and development activity. In connection with the acquisition of properties during the years ended December 31, 1998 and 1997, the Company issued 1,049,846 and 1,197,739 Units, respectively. The Company has an effective S-3 shelf registration statement on file with the Securities and Exchange Commission (the "Shelf Registration Statement"). As of March 1, 1999, pursuant to the Shelf Registration Statement, the Trust has the capacity to issue up to $696.4 million in equity securities and the Operating Partnership has the capacity to issue up to $356.1 million in debt securities. CALCULATION OF FUNDS FROM OPERATIONS Management generally considers Funds from operations (as defined below) a useful financial performance measure of the operating performance of an equity REIT, because, together with net income and cash flows, Funds from operations provides investors with an additional basis to evaluate the ability of a REIT to incur and service debt and to fund acquisitions and capital expenditures. Funds from operations is defined by NAREIT as net income or loss after preferred dividends (computed in accordance with generally accepted accounting principals ("GAAP")), excluding gains (or losses) from debt restructuring and sales of property, plus real- estate related depreciation and amortization and minority interest and excluding significant non-recurring events that materially distort the comparative measurement of the Company's performance over time. Funds from operations does not represent net income or cash flows from operations as defined by GAAP and does not necessarily indicate that cash flows will be sufficient to fund cash needs. It should not be considered as an alternative to net income as an indicator of the Company's operating performance or to cash flows as a measure of liquidity. Funds from operations also does not represent cash flows generated from operating, investing or financing activities as defined - -31- by GAAP. Funds from operations for the years ended December 31, 1998, 1997, and 1996 are as follows: YEAR ENDED DECEMBER 31, ------------------------------ 1998 1997 1996 -------- -------- -------- (IN THOUSANDS) Income available to common shareholders $ 97,615 $ 56,197 $ 33,740 Addback: Minority interest 8,062 5,606 3,891 Depreciation and amortization 66,867 40,315 27,863 Premium on debenture conversion - 98 1,027 Write off of deferred financing costs - 2,919 - Loss(gain) on sale 1,285 (2,518) (577) -------- -------- -------- Funds from operations $173,829 $102,617 $ 65,944 ======== ======== ======== YEAR 2000 READINESS DISCLOSURE Background In the past, many computer software programs were written using two digits rather than four to define the applicable year. As a result, date-sensitive computer software may recognize a date using "00" as the year 1900 rather than the year 2000. This is generally referred to as the Year 2000 issue. If this situation occurs, the potential exists for computer system failures or miscalculations by computer programs, which could disrupt operations. Approach The Company has established a group to coordinate the Company's response to the Year 2000 issue. This group, which reports to the President and Chief Operating Officer, includes the Company's MIS Director, a Vice- President-Property Management and its General Counsel, as well as support staff. The Company is in the process of implementing a Year 2000 compliance program at the Company's offices and properties consisting of the following phases: PHASE 1 Compilation of an inventory of information technology (IT) and non-IT systems that may be sensitive to the Year 2000 problem. PHASE 2 Identification and prioritization of the critical systems from the systems inventory compiled in Phase 1 and inquiries of third parties with whom the Company does significant business (i.e., vendors, service providers and tenants) as to the state of their Year 2000 readiness. PHASE 3 Analysis of critical systems to determine which systems are not Year 2000 compliant and evaluation of the costs to repair or replace those systems. PHASE 4 Repair or replace noncompliant systems and testing of critical systems. - -32- Status The Company's property management and accounting system uses four digit year fields and consequently is believed to be Year 2000 compliant. Phases 1, 2 and 3 are substantially complete but for the process of following up on inquiries of significant third parties as to their Year 2000 readiness, which is currently ongoing. Phase 4 is ongoing and will continue through the first half of calendar 1999. It is the Company's goal to have this project completed by mid-1999. Based upon the analysis conducted to date, the Company believes the major critical systems at the Company's properties are currently compliant or will be compliant by mid-1999. Costs The total cost to the Company of making its systems Year 2000 compliant is currently estimated to be in the range of $200,000-$300,000. The majority of this cost relates to repairing certain software, testing systems and retrofiting or replacing energy management systems at certain of the properties. The cost for the replacement of the equipment and the software will be capitalized and depreciated over their expected useful life. To the extent existing hardware or software is replaced, the Company will write-off the cost incurred. This write- off is included in the above cost estimate. Furthermore, all costs related to software modification, as well as all costs associated with the Company's administration of its Year 2000 project, are being expensed as incurred and are likewise included in the cost estimate above. Risks Associated with the Year 2000 Problem The Company utilizes computer systems in many aspects of its business. As noted, the Company's property management and accounting systems use four digit year fields and are believed to be Year 2000 compliant. Additionally, with respect to the hardware and software systems utilized by the Company in its management information systems, the Company's assessment to date indicates that these systems are Year 2000 compliant or can readily be made Year 2000 compliant on a stand-alone basis. Testing of this preliminary assessment and of the operation of these systems together is ongoing. The Company also utilizes microprocessors which are imbedded in systems which are part of the building operations (e.g., microprocessors contained within the buildings' energy management systems or fire and life safety systems.) In particular, Year 2000 Problems in the HVAC, security or other such systems at the properties could disrupt operations at the affected properties. The Properties generally consist of suburban office and industrial Properties. The Properties are also principally single-story and low-rise buildings. The Company has reviewed its building operating systems on a building by building basis. At this point, based on the status of its assessment the Company does not believe a material number of these systems are non-compliant. Additionally, many of these systems, which operate automatically, can be operated manually and consequently in the event these systems experience a failure as a result of the Year 2000 problem, the disruption caused by such failure should not be material to the Company's operations. The Company is also exposed to the risk that one or more of its vendors or service providers could experience Year 2000 problems that impact the - -33- ability of such vendor or service provider to provide goods and services. Though this is not considered as significant a risk with respect to the suppliers of goods, due to the availability of alternative suppliers, the disruption of certain services, such as utilities, could, depending upon the extent of the disruption, have a material adverse impact on the Company's operations. To date, the Company is not aware of any vendor or service provider Year 2000 issue that management believes would have a material adverse impact on the Company's operations. However, the Company has no means of ensuring that its vendors or service providers will be Year 2000 ready. The inability of vendors or service providers to complete their Year 2000 resolution process in a timely fashion could have a adverse impact on the Company. The effect of non-compliance by vendors or service providers is not determinable at this time. In addition, the Company is exposed to the risk that one or more of its tenants could experience Year 2000 problems that impact the ability of such tenant to pay its rent to the Company in a timely fashion. The Company does not believe that such a problem is likely to affect enough tenants to pose a material problem for the Company. To date, the Company is not aware of any tenant Year 2000 issue that would have a material adverse impact on the Company's operations. However, the Company has no means of ensuring that their tenants will be Year 2000 ready. The inability of tenants to complete their Year 2000 resolution process in a timely fashion could have an adverse impact on the Company. The effect of non-compliance by tenants is not determinable at this time. Widespread disruptions in the national or international economy, including disruptions affecting the financial markets, resulting from Year 2000 issues, or in certain industries, such as commercial or investment banks, could also have an adverse impact on the Company. The likelihood and effect of such disruptions is not determinable at this time. Readers are cautioned that forward-looking statements contained in the Year 2000 discussion should be read in conjunction with the Company's disclosures regarding forward-looking statements previously disclosed. INFLATION Inflation has remained relatively low during the last three years, and as a result, has not had a significant impact on the Company during this period. The Credit Facility and certain other indebtedness bear interest at a variable rate; therefore, the amount of interest payable under the Credit Facility and such other indebtedness will be influenced by changes in short-term interest rates, which tend to be sensitive to inflation. To the extent an increase in inflation would result in increased operating costs, such as in insurance, real estate taxes or utilities, substantially all of the tenant's leases require the tenants to absorb these costs as part of their rental obligations. In addition, inflation also may have the effect of increasing market rental rates. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - -------------------------------------------------------------------- The following discussion about the Company's risk management includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from the results discussed in the forward-looking statements. - -34- The Company's primary market risk exposure is to changes in interest rates. The Company is exposed to market risk related to its Credit Facility and certain other indebtedness as discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operation - Liquidity and Capital Resources and Inflation". The interest on the Credit Facility and such other indebtedness is subject to fluctuations in the market. The Company also uses long-term and medium-term debt as a source of capital. These debt instruments are typically issued at fixed interest rates. When these debt instruments mature, the Company typically refinances such debt at then-existing market interest rates which may be more or less than the interest rates on the maturing debt. In addition, the Company may attempt to reduce interest rate risk associated with a forecasted issuance of new debt. In order to reduce interest rate risk associated with these transactions, the Company occasionally enters into interest rate protection agreements. If the interest rate for variable rate debt was 100 basis points higher or lower during 1998, the Company's interest expense net of amounts capitalized would have been increased or decreased by approximately $1.5 million. If interest rates for fixed rate debt maturing and to be refinanced in 1999 is 100 basis points higher or lower than its current weighted average rate of 6.3%, the Company's interest expense would be increased or decreased by approximately $75,000. Due to the uncertainty of fluctuations in interest rates, the specific actions that might be taken by management to mitigate the impact of such fluctuations and their possible effects, the sensitivity analysis assumes no changes in the Company's financial structure. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ----------------------------------------------------- The dual presentation of financial statements for the Company is required by the Securities and Exchange Commission. The Company is comprised of two Securities and Exchange Commission registrants: Liberty Property Trust and Liberty Property Limited Partnership. Accordingly, one set of financial statements are required for each registrant. The financial information contained within the two sets of financial statements is essentially the same, with the exception of reformatting to account for the ownership differences between the entities. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------------------------------------------------------------------------ None. - -35- REPORTS OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS AND CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Auditors - Liberty Property Trust - ------------------------------------------------------- Financial Statements - Liberty Property Trust: - ---------------------------------------------- Balance Sheets: Liberty Property Trust Consolidated as of December 31, 1998 and 1997 Statements of Operations: Liberty Property Trust Consolidated for the years ended December 31, 1998, 1997 and 1996 Statements of Shareholders' Equity: Liberty Property Trust Consolidated for the years ended December 31, 1998, 1997 and 1996 Statements of Cash Flows: Liberty Property Trust Consolidated for the years ended December 31, 1998, 1997 and 1996 Notes to Financial Statements - Liberty Property Trust Financial Statement Schedule - Liberty Property Trust: Schedule III - Real Estate and Accumulated Depreciation as of December 31, 1998 Report of Independent Auditors - Liberty Property Limited Partnership - --------------------------------------------------------------------- Financial Statements - Liberty Property Limited Partnership: - ------------------------------------------------------------ Balance Sheets: Liberty Property Limited Partnership Consolidated as of December 31, 1998 and 1997 Statements of Operations: Liberty Property Limited Partnership Consolidated for the years ended December 31, 1998, 1997 and 1996 Statements of Owners' Equity: Liberty Property Limited Partnership Consolidated for the years ended December 31, 1998, 1997 and 1996 Statements of Cash Flows: Liberty Property Limited Partnership Consolidated for the years ended December 31, 1998, 1997 and 1996 Notes to Financial Statements - Liberty Property Limited Partnership Financial Statement Schedule - Liberty Property Limited Partnership: Schedule III - Real Estate and Accumulated Depreciation as of December 31, 1998 - -36- REPORT OF INDEPENDENT AUDITORS To The Board of Trustees and Shareholders Liberty Property Trust We have audited the accompanying consolidated balance sheets of Liberty Property Trust (the "Trust") as of December 31, 1998 and 1997, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1998. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 consolidated financial position of Liberty Property Trust at December 31, 1998 and 1997, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Philadelphia, Pennsylvania /s/ ERNST & YOUNG LLP February 12, 1999 - -37- CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
DECEMBER 31, ------------------------- 1998 1997 ---------- ---------- ASSETS Real estate: Land and land improvements $ 366,853 $ 238,519 Buildings and improvements 2,378,272 1,649,512 Less accumulated depreciation (209,023) (149,311) ---------- ---------- Operating real estate 2,536,102 1,738,720 Development in progress 207,563 156,093 Land held for development 75,454 61,904 ---------- ---------- Net real estate 2,819,119 1,956,717 Cash and cash equivalents 14,391 55,079 Accounts receivable 15,391 6,517 Deferred financing and leasing costs, net of accumulated amortization (1998 $49,390; 1997 $40,560) 39,475 32,536 Prepaid expenses and other assets 44,995 43,488 ---------- ---------- Total assets $2,933,371 $2,094,337 ========== ========== LIABILITIES Mortgage loans $ 413,224 $ 363,591 Unsecured notes 645,000 350,000 Credit facility 264,000 135,000 Convertible debentures 101,619 111,543 Accounts payable 20,216 14,544 Accrued interest 18,263 10,960 Dividend payable 33,734 25,927 Other liabilities 69,025 42,499 ---------- ---------- Total liabilities 1,565,081 1,054,064 Minority interest 101,254 84,678 SHAREHOLDERS' EQUITY 8.8% Series A cumulative redeemable preferred shares, $.001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding as of December 31, 1998 and 1997 120,814 120,814 Common shares of beneficial interest, $.001 par value, 200,000,000 shares authorized, 65,645,340 and 52,692,940 shares issued and outstanding as of December 31, 1998 and 1997, respectively 66 53 Additional paid-in capital 1,168,663 846,949 Unearned compensation (562) (985) Distributions in excess of net income (21,945) (11,236) ---------- ---------- Total shareholders' equity 1,267,036 955,595 ---------- ---------- Total liabilities and shareholders' equity $2,933,371 $2,094,337 ========== ==========
See accompanying notes. - -38- CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, ------------------------------------------ 1998 1997 1996 ------------ ------------ ------------ REVENUE Rental $ 281,732 $ 169,859 $ 112,841 Operating expense reimbursement 101,248 55,502 35,886 Management fees 597 673 1,340 Interest and other 3,516 6,483 4,198 ------------ ----------- ----------- Total revenue 387,093 232,517 154,265 OPERATING EXPENSES Rental property 74,007 43,118 29,624 Real estate taxes 34,338 17,961 11,229 General and administrative 15,522 10,650 8,023 Depreciation and amortization 67,932 40,752 28,203 ------------ ----------- ----------- Total operating expenses 191,799 112,481 77,079 ------------ ----------- ----------- Operating income 195,294 120,036 77,186 Premium on debenture conversions - 98 1,027 Interest expense 78,617 53,888 38,528 ------------ ----------- ----------- Income before minority interest 116,677 66,050 37,631 Minority interest 8,062 5,606 3,891 ------------ ----------- ----------- Net income 108,615 60,444 33,740 Preferred distributions 11,000 4,247 - ------------ ----------- ----------- Income available to common shareholders $ 97,615 $ 56,197 $ 33,740 ============ =========== =========== Income per common share - basic $ 1.60 $ 1.39 $ 1.14 ============ =========== =========== Income per common share - diluted $ 1.59 $ 1.38 $ 1.14 ============ =========== =========== Weighted average number of common shares outstanding - basic 61,036 40,493 29,603 ============ =========== =========== Weighted average number of common shares outstanding - diluted 61,315 40,806 29,678 ============ =========== ===========
See accompanying notes. - -39-
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY OF LIBERTY PROPERTY TRUST (IN THOUSANDS) RETAINED/ COMMON EARNINGS SHARES OF ADDITIONAL (DISTRIBUTIONS TOTAL PREFERRED BENEFICIAL PAID-IN UNEARNED IN EXCESS OF SHAREHOLDERS' SHARES INTEREST CAPITAL COMPENSATION NET INCOME) EQUITY ---------- --------- ------------ ------------ -------------- ------------- Shareholders' equity at January 1, 1996 $ 28 $ 314,407 $ 21,086 $ 335,521 Conversion of debentures 3 55,802 - 55,805 Unearned compensation - 2,112 $ (1,408) - 704 Net income - - - 33,740 33,740 Distributions on common shares and units - - - (48,730) (48,730) Noncash compensation - 370 - - 370 Minority interest reclassifcation - (1,878) - - (1,878) --------- ---------- ----------- ------------- ----------- Balance at December 31, 1996 31 370,813 (1,408) 6,096 375,532 Net proceeds from the issuance of common shares 19 434,053 - - 434,072 Net proceeds from the issuance of preferred shares $ 120,814 - - - - 120,814 Conversion of debentures - 3 57,263 - - 57,266 Unearned compensation - - - 423 - 423 Net income - - - - 60,444 60,444 Distributions on common shares and units - - - - (73,529) (73,529) Distributions on preferred shares - - - - (4,247) (4,247) Noncash compensation - - 802 - - 802 Minority interest reclass- ification - - (15,982) - - (15,982) ---------- ---------- ---------- ----------- ------------- ----------- Balance at December 31, 1997 120,814 53 846,949 (985) (11,236) 955,595 Net proceeds from the issuance of common shares - 13 300,860 - - 300,873 Conversion of debentures - - 9,630 - - 9,630 Unearned compensation - - - 423 - 423 Net income - - - - 108,615 108,615 Distributions on common shares and units - - - - (108,324) (108,324) Distributions on preferred shares - - - - (11,000) (11,000) Noncash compensation - - 1,083 - - 1,083 Minority interest reclassification - - 10,141 - - 10,141 ---------- ---------- ---------- ----------- ------------- ----------- Balance at December 31, 1998 $ 120,814 $ 66 $1,168,663 $ (562) $ (21,945) $ 1,267,036 ========== ========== ========== =========== ============= ===========
See accompanying notes. - -40-
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST (IN THOUSANDS) YEAR ENDED DECEMBER 31, ---------------------------------------- 1998 1997 1996 ------------ ------------ ------------ OPERATING ACTIVITIES Net income $ 108,615 $ 60,444 $ 33,740 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 67,932 40,752 28,203 Amortization of deferred financing costs 4,462 7,367 4,561 Minority interest 8,062 5,606 3,891 Loss (gain) on sale 1,285 (2,518) (577) Noncash compensation 1,506 1,225 1,074 Changes in operating assets and liabilities: Accounts receivable (8,874) 490 (1,399) Prepaid expenses and other assets (3,266) (2,145) (8,632) Accounts payable 5,672 8,250 1,717 Accrued interest 7,303 3,549 (2,028) Other liabilities 26,526 13,576 8,093 ------------ ----------- ----------- Net cash provided by operating activities 219,223 136,596 68,643 ------------ ----------- ----------- INVESTING ACTIVITIES Investment in properties (521,221) (648,845) (109,424) Proceeds from disposition of properties 20,752 36,732 2,247 Investment in development in progress (277,722) (206,593) (126,392) Investment in land held for development (45,201) (37,214) (25,942) Increase in deferred leasing costs (16,150) (8,642) (7,588) ------------ ----------- ----------- Net cash used in investing activities (839,542) (864,562) (267,099) ------------ ----------- ----------- FINANCING ACTIVITIES Net proceeds from issuance of common stock 300,873 434,072 - Net proceeds from issuance of preferred shares - 120,814 - Proceeds from issuance of unsecured notes 295,000 350,000 - Proceeds from mortgage loans - 124,815 77,605 Repayments of mortgage loans (23,954) (50,340) (8,917) Proceeds from lines of credit 633,000 776,017 237,191 Repayments on lines of credit (504,000) (907,709) (42,393) Increase in deferred financing costs (733) (10,941) (3,469) Distributions paid on common shares (100,915) (64,568) (47,190) Distributions paid on preferred shares (11,000) (2,414) - Distributions paid on units (8,640) (6,313) (5,388) ------------ ----------- ----------- Net cash provided by financing activities 579,631 763,433 207,439 Increase (decrease) in cash and cash equivalents (40,688) 35,467 8,983 Cash and cash equivalents at beginning of year 55,079 19,612 10,629 ------------ ----------- ----------- Cash and cash equivalents at end of year $ 14,391 $ 55,079 $ 19,612 ============ =========== =========== SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS Write-off of fully depreciated property and deferred costs $ 2,958 $ 7,892 $ 487 Acquisition of properties (101,281) (77,105) - Assumption of mortgage loans 73,587 48,313 - Issuance of operating partnership units 27,694 28,792 - Conversion of convertible debentures 9,630 57,266 55,805 ============ =========== ===========
See accompanying notes. - -41- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF LIBERTY PROPERTY TRUST 1. ORGANIZATION Liberty Property Trust (the "Trust") is a self-administered and self- managed Maryland real estate investment trust (a "REIT"). Substantially all of the Trust's assets are owned directly or indirectly, and substantially all of the Trust's operations are conducted directly or indirectly, by its subsidiary, Liberty Property Limited Partnership, a Pennsylvania limited partnership (the "Operating Partnership" and, together with the Trust and its consolidated subsidiaries, the "Company"). The Trust is the sole general partner and also a limited partner of the Operating Partnership, with a combined equity interest in the Operating Partnership of 92.6% at December 31, 1998. The Company provides leasing, property management, acquisition, development, construction management, and design management for a portfolio of industrial and office properties which are located principally within the Southeastern, Mid-Atlantic and Midwestern United States. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Principles of Consolidation The Consolidated Financial Statements of the Company include the accounts of the Trust, the Operating Partnership and the Operating Partnership's consolidated subsidiaries. All significant intercompany transactions and accounts have been eliminated. Certain amounts from prior periods have been restated to conform to current year presentation. Real Estate and Depreciation The Properties are recorded at the lower of cost or fair value if impaired and are depreciated using the straight-line method over their estimated useful lives. The estimated useful lives are as follows: Building and improvements 40 years Equipment 10 years Tenant improvements Term of the related lease Expenditures directly related to acquisition, development or improvement of real estate are capitalized as a cost of the property. Expenditures for maintenance and repairs are charged to operations as incurred. The Company evaluates its real estate investments upon occurrence of significant adverse changes in their operations to assess whether any impairment indications are present 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. - -42- Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents. The carrying amount of these assets approximates their fair market value. Revenues The Company earns rental income under operating leases with tenants. Rental income is recognized on a straight-line basis over the applicable lease term. Deferred Financing and Leasing Costs Costs incurred in connection with financing or leasing are capitalized and amortized over the term of the related loan or lease. Amortization of deferred financing costs is reported as interest expense. Income per Common Share The following table sets forth the computation of basic and diluted income per common share:
FOR THE YEAR ENDED 1998 FOR THE YEAR ENDED 1997 ------------------------------------- ------------------------------------- WEIGHTED WEIGHTED AVERAGE AVERAGE INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT ----------- ------------- --------- ----------- ------------- --------- Net income $108,615 $ 60,444 Less: Preferred dividends (11,000) 4,247 --------- ----------- BASIC income per common share Income available to common shareholders 97,615 61,036 $ 1.60 56,197 40,493 $ 1.39 ========= ========= EFFECT OF DILUTIVE SECURITIES Options - 279 - 313 --------- --------- ----------- ------------- DILUTED income per common share Income available to common shareholders and assumed conversions $ 97,615 61,315 $ 1.59 $ 56,197 40,806 $ 1.38 ========= ========= ========= =========== ============= ========
FOR THE YEAR ENDED 1996 ------------------------------------- WEIGHTED AVERAGE INCOME SHARES PER-SHARE (NUMERATOR) (DENOMINATOR) AMOUNT ----------- ------------- --------- Net income $ 33,740 Less: Preferred dividends - ----------- BASIC income per common share Income available to common shareholders 33,740 29,603 $ 1.14 ========= EFFECT OF DILUTIVE SECURITIES Options - 75 ----------- ------------ DILUTED income per common share Income available to common shareholders and assumed conversions $ 33,740 29,678 $ 1.14 =========== ============ =========
- -43- Diluted income per common share includes the weighted average common shares and dilutive effect of the outstanding options, and excludes the effects of the conversion of the Units and Convertible Debentures into common shares, as to do so would have been antidilutive for the periods presented. The securities excluded from the diluted calculation could potentially dilute basic income per common share in the future. Basic income per common share would be $1.60 calculated as if the debenture conversions which occurred in 1998 had occurred on January 1, 1998. Income Taxes The Company has elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, the Company generally is not subject to federal income taxation at the corporate level to the extent it distributes annually at least 95% of its REIT taxable income, as defined in the Code, to its shareholders and satisfies certain other requirements. The Company has met these requirements, and accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. The Company and certain of its subsidiaries are subject to certain state and local income, excise and franchise taxes. The provision for such state and local taxes has been reflected in general and administrative expense in the consolidated statements of operations and has not been separately stated since it is not material. The Federal tax cost basis of the real estate at December 31, 1998 was approximately $2.9 billion. Impact of Recently Issued Accounting Standards In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities". The Company expects to adopt the new Statement effective January 1, 2000. The Statement will require the Company to recognize all derivatives on the balance sheet at fair value. The Company does not anticipate that the adoption of this statement will have a significant effect on its results of operations or financial position. 3. REAL ESTATE At December 31, 1998 and 1997, the Company owned and operated industrial and office properties located principally in suburban mixed use - -44- developments or business parks. The carrying value of these properties by type is as follows (in thousands):
LAND BUILDINGS AND LAND AND ACCUMULATED IMPROVEMENTS IMPROVEMENTS TOTAL DEPRECIATION ------------ ------------ --------- ------------ 1998: Industrial properties $ 207,067 $1,243,194 $1,450,261 $ 112,166 Office properties 159,786 1,135,078 1,294,864 96,857 --------- ----------- ---------- ----------- 1998 Total $ 366,853 $2,378,272 $2,745,125 $ 209,023 ========= =========== ========== =========== 1997: Industrial properties $ 140,793 $ 883,598 $1,024,391 $ 81,774 Office properties 97,726 765,914 863,640 67,537 ---------- ----------- ---------- ----------- 1997 Total $ 238,519 $1,649,512 $1,888,031 $ 149,311 ========== =========== ========== ===========
Depreciation expense was $61.7 million in 1998, $36.0 million in 1997, and $25.0 million in 1996. As of December 31, 1998, the Company has commenced development on 45 properties in 11 markets, which upon completion are expected to comprise approximately four million square feet of leaseable space. As of December 31, 1998, approximately $207.6 million has been expended for the development of these projects and an additional $160.2 million is required for completion. 4. RELATED PARTY TRANSACTIONS Pursuant to agreements, the Company has been retained by an affiliate (Rouse Kent Limited) to provide development, management and other services. For the years ended December 31, 1998, 1997 and 1996 the fees for these services were $600,000 per year. The Company has a loan receivable from to Rouse Kent Limited with a balance of $5.9 million and $5.5 million as of December 31, 1998 and 1997, respectively. 5. INDEBTEDNESS Indebtedness consists generally of mortgage loans, unsecured notes, the credit facility, and convertible debentures. The weighted average interest rates as of December 31, 1998, 1997 and 1996, were approximately 7.2%, 7.5% and 7.6%, respectively. Interest expense for the years ended December 31, 1998, 1997 and 1996, aggregated $78.6 million, $53.9 million and $38.5 million, respectively. Interest costs during these periods of $16.3 million, $11.8 million and $7.7 million, were capitalized. Cash paid for interest for the years ended December 31, 1998, 1997 and 1996, was $83.2 million, $54.9 million and $43.7 million, respectively. Mortgage Loans, Unsecured Notes Mortgage loans with maturities ranging from 1999 to 2013 are collateralized by and in some instances cross-collateralized by properties with a book value of $602.6 million. - -45- As of December 31, 1998, $413.2 million in mortgage loans and $645.0 million in unsecured notes were outstanding. The interest rates on $1,041.6 million of mortgage loans and unsecured notes are fixed and range from 5.0% to 9.1%. Interest rates on $16.6 million of mortgage loans float with LIBOR, prime or a municipal bond index, $10.0 million of which is subject to certain caps. The weighted average remaining term for the mortgage loans and unsecured notes is 8.5 years. The scheduled maturities of principal amortization of the Company's mortgage loans and unsecured notes outstanding and the related weighted average interest rates are as follows:
MORTGAGES ------------------------- WEIGHTED PRINCIPAL PRINCIPAL UNSECURED AVERAGE AMORTIZATION MATURITIES NOTES TOTAL INTEREST RATE ------------ ---------- --------- ----------- ------------- 1999 $ 8,521 $ 16,412 $ - $ 24,933 6.7% 2000 9,228 30,215 - 39,443 8.1% 2001 8,860 23,298 - 32,158 7.1% 2002 7,676 - 100,000 107,676 6.7% 2003 7,621 26,606 50,000 84,227 7.2% 2004 7,662 15,910 100,000 123,572 7.0% 2005 6,847 99,018 - 105,865 7.6% 2006 5,544 30,078 100,000 135,622 7.2% 2007 5,133 - 100,000 105,133 7.3% 2008 4,868 28,835 - 33,703 7.2% 2009 2,586 42,097 20,000 64,683 8.1% 2010 1,608 - - 1,608 7.8% 2011 1,365 3,303 - 4,668 7.7% 2012 480 17,674 - 18,154 7.7% 2013 208 1,571 75,000 76,779 6.4% 2018 - - 100,000 100,000 7.5% -------- -------- -------- ---------- ----- $ 78,207 $335,017 $645,000 $1,058,224 7.2% ======== ======== ======== ========== =====
Credit Facility The credit facility is a $325 million unsecured credit facility (the "Credit Facility") which replaced two existing secured lines of credit aggregating $350 million in May 1997. Coincident with the replacement of the lines of credit, $2.9 million of related deferred financing costs were charged to interest expense. The interest rate on borrowings under the Credit Facility fluctuates, based on the Company's leverage levels and senior debt ratings from Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Group ("Standard & Poor's"). The current ratings for the Company's senior unsecured debt are Baa3 and BBB- from Moody's and Standard & Poor's, respectively. At these ratings, the current interest rate on the Credit Facility is 110 basis points over the LIBOR Rate (6.67% at December 31, 1998). The rate for the Credit Facility at December 31, 1997 was 7.09%. Customary fees apply to the Credit Facility including an annual administrative fee and an unused line fee. The Credit Facility matures on May 20, 1999, and can be extended for one year for $650,000. On January 15, 1999 the Company closed a $135 million, two-year unsecured term loan. The interest rate for the loan is 135 basis points over LIBOR. - -46- Convertible Debentures The convertible debentures are due on June 23, 2001 and are exchangeable for common shares of beneficial interest of the Trust (the "Common Shares") at a rate of one Common Share for each $20 outstanding principal amount of convertible debentures, subject to certain adjustments. The initial interest rate on the convertible debentures was 8.0% and increases with increases in the dividend payment on the Company's Common Shares. At the current $.45 per common share per quarter dividend payment rate, the effective interest rate on the convertible debentures is 9.0%. At December 31, 1997, the effective interest rate on the convertible debentures was 8.4%. During the year ended December 31, 1997, the Company paid sums aggregating $98,000 to facilitate the conversion of $17.3 million of convertible debentures into 862,650 Common Shares. There was no such expense in 1998. At December 31, 1998 and 1997 the convertible debentures were convertible into 5,080,950 and 5,577,150 Common Shares, respectively. The fair value of the convertible debentures at December 31, 1998 was $125.1 million based on the closing bid price of the Company's Common Shares on the New York Stock Exchange. The fair values of the mortgages, the unsecured notes and Credit Facility were estimated using discounted cash flow analysis, based on the Company's estimated incremental borrowing rate at December 31, 1998, for similar types of borrowing arrangements. The carrying values of the mortgages, the unsecured notes and the Credit Facility approximate their fair values. 6. LEASING ACTIVITY Future minimum rental payments due from tenants under non-cancellable operating leases as of December 31, 1998 are as follows (in thousands): 1999 $ 306,662 2000 267,891 2001 218,764 2002 180,641 2003 144,407 Thereafter 508,082 ---------- TOTAL $1,626,447 ========== In addition to minimum rental payments, tenants pay for their pro rata share of specified operating expenses. These amounts are included as operating expense reimbursement in the accompanying statements of operations. 7. SHAREHOLDERS' EQUITY Common Shares The Company paid to common shareholders and to unitholders distributions of $109.4 million, $70.6 million, and $52.6 million, during the years ended December 31, 1998, 1997 and 1996. On a per share basis, the Company paid common share distributions of $1.71, $1.65 and $1.61 during the years ended December 31, 1998, 1997 and 1996. - -47- For federal income tax purposes, the following table summarizes the portions of the common share distributions relating to return of capital, ordinary income, and capital gains: 1998 1997 1996 ------ ------ ------ Return of capital - 30.4% 29.9% Ordinary income 100.0% 68.4% 70.1% Capital gains - 1.2% - The Company's federal income tax returns are subject to examination by taxing authorities. Because the application of tax laws and regulations is susceptible to varying interpretations, the taxability of distributions could be changed at a later date upon final determination by taxing authorities. Preferred Shares On August 11, 1997 the Company issued 5,000,000 Series A Cumulative Redeemable Preferred Shares (the "Preferred Shares"). The Preferred Shares are non-voting and have a liquidation preference of $25.00 per share. On or after July 30, 2002, the Preferred Shares may be redeemed for cash at the option of the Company. The Company paid preferred share distributions of $11.0 million and $2.4 million during the years ended December 31, 1998 and 1997. On a per share basis, the Company paid preferred share distributions of $2.20 and $0.48 during the years ended December 31, 1998 and 1997. For federal income tax purposes, the following table summarizes the portions of the preferred shares distributions relating to return of capital, ordinary income and capital gains: 1998 1997 ------ ------ Return of capital - - Ordinary income 100.0% 95.3% Capital gains - 4.7% Minority Interest Minority interest in the accompanying consolidated financial statements relates to limited partnership interests of the Operating Partnership issued in connection with the formation of the Company and certain subsequent acquisitions. In connection with the acquisition of properties for the years ended 1998 and 1997, the Company issued 1,049,846 and 1,197,739 units, respectively. The limited partnership interests outstanding as of December 31, 1998 have the same economic characteristics as would 5,245,220 Common Shares, inasmuch as they share proportionately in the net income or loss and in any distributions of the Operating Partnership and such interests are exchangeable into the same number of Common Shares of the Trust. Shareholder Rights Plan In December 1997, the Board of Directors of the Company adopted a shareholder rights plan (the "Shareholder Rights Plan"). Under the Shareholder Rights Plan, one Right (as defined in the Shareholder Rights Plan) was attached to each outstanding Common Share at the close of - -48- business on December 31, 1997. In addition, a Right will be attached to each share of Common Stock issued in the future. Each Right entitles the registered holder to purchase from the Company, under certain conditions, a unit (a "Rights Plan Unit") consisting of one one- thousandth of a share of a Series A Junior Participating Preferred Share, $0.0001 par value, (the "Junior Preferred Stock"), of the Company, for $100 per Rights Plan Unit, subject to adjustment. The Rights become exercisable only if a person or group of affiliated or associated persons (an "Acquiring Person") acquires, or obtains the right to acquire, beneficial ownership of Common Shares or other voting securities ("Voting Stock") that have 10% or more of the voting power of the outstanding shares of Voting Stock, or if an Acquiring Person commences with or makes an announcement of an intention to make a tender offer or exchange offer to acquire beneficial ownership of Voting Stock that have 10% or more of the voting power of the outstanding shares of Voting Stock. The Rights are redeemable by the Company at a price of $0.0001 per Right. If not exercised or redeemed, all Rights will expire on December 31, 2007. Dividend Reinvestment Plan The Company has instituted a Dividend Reinvestment and Share Purchase Plan under which holders of common shares may elect to automatically reinvest their distributions in additional common shares and may make optional cash payments for additional common shares. The Company may issue additional common shares or repurchase common shares in the open market for purposes of financing its obligations under the Dividend Reinvestment and Share Purchase Plan. 8. SHARE OPTIONS The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related Interpretations in accounting for its employee stock options because, as discussed below, the alternative fair value accounting provided for under FASB Statement No. 123, "Accounting for Stock-Based Compensation," requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. Under FASB Statement No. 123, the Company would recognize compensation expense equal to the value of such options upon grant date. The Company's Share Incentive Plan ("Share Incentive Plan") has authorized the grant of options to executive officers, other key employees, non-employee trustees and consultants of up to 4,033,535 shares of the Company's Common Shares. All options granted have 10-year terms and vest over a 3-year period, with options to purchase up to 20% of the shares exercisable after the first anniversary, up to 50% after the second anniversary and 100% after the third anniversary of the date of grant. Pro forma information regarding net income and earnings per share is required by Statement 123, and has been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 1998, 1997 and 1996, respectively: risk-free interest rate of 4.7%, 5.5% and 6.2%; dividend yield of 7.3%, 6.0% and 7.0%; volatility factor of the expected market price of the Common Shares of .159, .155 and .164; and a - -49- weighted-average expected life of the option of 8 years, 3 years and 3 years. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee share options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee share options. For purposes of pro forma disclosures, the estimated fair value of the options determined according to the Black-Scholes Option pricing model is amortized to expense over the options' vesting period. The Company's pro forma information follows (in thousands, except for per share amounts): 1998 1997 1996 --------- --------- -------- Pro forma income available to common shareholders $ 96,673 $ 55,538 $ 33,359 Pro forma income per common share: Basic $ 1.58 $ 1.37 $ 1.13 Diluted $ 1.58 $ 1.36 $ 1.12 Pro forma disclosures are not likely to be representative of the effects on reported net income for future years because of the staggered vesting periods of the options. A summary of the Company's share option activity, and related information for the years ended December 31, 1998, 1997 and 1996 follows:
1998 1997 1996 ----------------- ----------------- ------------------ WEIGHTED WEIGHTED WEIGHTED AVERAGE AVERAGE AVERAGE OPTIONS EXERCISE OPTIONS EXERCISE OPTIONS EXERCISE (000s) PRICE (000s) PRICE (000s) PRICE ------- -------- ------- -------- --------- -------- Outstanding-beginning of year 1,963 $ 21.70 1,470 $ 20.28 1,468 $20.26 Granted 825 25.37 542 25.66 166 20.77 Exercised (43) 25.03 (49) 23.00 (118) 20.77 Forfeited - - - - (46) 20.00 ------- ------- ------- ------- ------- ------- Outstanding-end of year 2,745 $ 22.75 1,963 $ 21.70 1,470 $20.28 ======= ======= ======= ======= ======= ======= Exercisable at end of year 1,545 $ 20.63 1,081 $ 20.18 501 $20.15 Weighted-average fair value of options granted during the year $ 1.50 $ 2.05 $ 1.62
Exercise prices for options outstanding as of December 31, 1998 ranged from $19.75 to $26.95. The weighted-average remaining contractual life of those options is 7.4 years. - -50- An additional 1,033,276, 1,858,502, and 511,887 Common Shares were reserved for issuance for future grants from the Share Incentive Plan at December 31, 1998, 1997 and 1996, respectively. 9. COMMITMENTS AND CONTINGENCIES All of the Properties and land were subject to Phase I Environmental Assessments ("Phase I Assessments") obtained in contemplation of their acquisition by the Company. The Phase I Assessments consisted of, among other activities, a visual inspection of each Property and its neighborhood and a check of pertinent public records. The Phase I Assessments did not reveal, nor is the Company aware of, any non- compliance with environmental laws, environmental liability or other environmental claim that the Company believes would likely have a material adverse effect on the Company. In connection with one of the 1997 acquisitions, the Company is obligated to purchase, over a 10-year period ending in 2007, approximately 775 acres of land for commercial development. The purchase price of the land as of December 31, 1998 is $16.2 million. The Trust is not a party to any material legal proceedings. In the ordinary course of business, the Operating Partnership is party to routine litigation incidental to its business and in addition it is covered by insurance. 10. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following is a summary of quarterly results of operations for the two years ended December 31, 1998 and 1997 (in thousands, except per share amounts):
QUARTER ENDED ---------------------------------------------------------------------------------- DEC. 31, SEPT. 30, JUNE 30, MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31, 1998 1998 1998 1998 1997 1997 1997 1997 -------- --------- -------- --------- -------- --------- -------- --------- Rental revenue $ 78,435 $ 74,264 $ 68,018 $ 61,015 $ 50,636 $ 45,241 $ 39,341 $ 34,641 ======== ======== ======== ======== ======== ========= ======== ========= Operating income 53,490 51,739 46,950 43,115 38,467 31,363 26,100 24,106 ======== ======== ======== ======== ======== ========= ======== ========= Income before minority interest 31,128 30,903 28,097 26,549 24,750 17,571 12,205 11,524 ======== ======== ======== ======== ======== ========= ======== ========= Income available to common shareholders 26,278 26,061 23,286 21,990 20,209 14,484 10,955 10,549 ======== ======== ======== ======== ======== ========= ======== ========= Income per common share - basic $ 0.40 $ 0.41 $ 0.39 $ 0.40 $ 0.44 $ 0.36 $ 0.27 $ 0.32 ======== ======== ======== ======== ======== ========= ======== ========= Income per common share - diluted $ 0.39 $ 0.41 $ 0.39 $ 0.40 $ 0.44 $ 0.35 $ 0.27 $ 0.32 ======== ======== ======== ======== ======== ========= ======== =========
11. SEGMENT INFORMATION Liberty Property Trust operates its portfolio of properties throughout the Southeastern, Mid-Atlantic and Midwestern United States. The Company reviews performance of the portfolio on a geographical basis, as such, the following regions are considered the Company's reportable segments: Southeastern Pennsylvania; New Jersey/Delaware; Lehigh Valley, Pennsylvania; Maryland; Virginia; the Carolinas; Jacksonville, Florida; Tampa, Florida; South Florida; Minneapolis, Minnesota; Detroit, Michigan; and the United Kingdom. The Company's reportable segments are distinct business units which are each managed separately in order to - -51- concentrate and hone market knowledge within a geographical area. Within these reportable segments, the Company derives its revenues from its two product types: industrial and office properties. The Company evaluates performance of the reportable segments based on property level net operating income, which is calculated as rental revenue and operating expense reimbursement less rental expenses and real estate taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
REAL ESTATE RELATED REVENUES PROPERTY LEVEL NET OPERATING INCOME YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ---------------------------------- ----------------------------------- 1998 1997 1996 1998 1997 1996 ---------- ---------- ---------- ---------- ---------- ----------- Southeastern Pennsylvania $ 97,372 $ 63,499 $ 45,880 $ 69,269 $ 44,559 $ 31,465 New Jersey/Delaware 40,383 27,366 20,602 28,948 18,522 13,316 Lehigh Valley 37,966 30,419 18,843 30,163 23,806 14,431 Virginia 35,233 22,639 18,019 27,231 18,570 14,848 The Carolinas 33,683 12,745 6,943 24,084 9,834 5,436 Jacksonville 36,373 24,088 19,934 27,391 18,281 15,425 Michigan 38,865 11,641 - 23,986 7,418 - All Others 63,105 32,964 18,506 43,563 23,292 12,953 ---------- ---------- ---------- ---------- ---------- ----------- Total $ 382,980 $ 225,361 $ 148,727 $ 274,635 $ 164,282 $ 107,874 ========== ========== ========== ========== ========== ===========
REVENUES YEAR ENDED DECEMBER 31, - ---------------------------------------------------------- ----------------------------------- 1998 1997 1996 ---------- ---------- ----------- Total real estate related revenues for reportable segments $ 382,980 $ 225,361 $ 148,727 Management fees 597 673 1,340 Interest and other 3,516 6,483 4,198 ---------- ---------- ----------- Total revenues $ 387,093 $ 232,517 $ 154,265 ========== ========== =========== INCOME AVAILABLE TO COMMON SHAREHOLDERS YEAR ENDED DECEMBER 31, - ---------------------------------------------------------- ----------------------------------- 1998 1997 1996 ---------- ---------- ----------- Total property level net operating income for reportable segments $ 274,635 $ 164,282 $ 107,874 Other expenses 157,958 98,232 70,243 --------- ---------- ---------- Income before minority interest 116,677 66,050 37,631 Minority interest 8,062 5,606 3,891 Preferred distributions 11,000 4,247 - ---------- ---------- ----------- Total income available to common shareholders $ 97,615 $ 56,197 $ 33,740 ========== ========== =========== PRODUCT TYPE INFORMATION REAL ESTATE RELATED REVENUES - ---------------------------------------------------------- ----------------------------------- YEAR ENDED DECEMBER 31, ----------------------------------- 1998 1997 1996 ---------- ---------- ----------- Industrial $ 192,548 $ 123,024 $ 83,930 Office 190,432 102,337 64,797 ---------- ---------- ----------- Total real estate related revenues $ 382,980 $ 225,361 $ 148,727 ========== ========== ===========
- -52-
ROLLFORWARD OF OPERATING REAL ESTATE ASSETS BY REPORTABLE SEGMENT - ----------------------------------------------------------------------------------------------------- New SE Jersey/ Lehigh The Pennsyl. Delaware Valley Virginia Carolinas Jacksonville Michigan All Others Total -------- -------- -------- -------- --------- ------------ -------- ---------- ---------- January 1, 1997 $328,146 $128,345 $136,077 $147,867 $ 42,839 $125,729 $ - $140,028 $1,049,031 Additions 208,799 43,829 57,688 76,028 105,573 69,853 172,332 145,048 879,150 Disposals (9,186) - - - - - - (30,964) (40,150) -------- -------- -------- -------- -------- -------- -------- -------- ---------- December 31, 1997 527,759 172,174 193,765 223,895 148,412 195,582 172,332 254,112 1,888,031 Additions 86,865 109,715 56,463 56,381 106,886 65,746 146,166 248,758 876,980 Disposals (10,736) - - (2,203) (4,843) (2,104) - - (19,886) -------- -------- -------- -------- -------- -------- -------- -------- ---------- December 31, 1998 $603,888 $281,889 $250,228 $278,073 $250,455 $259,224 $318,498 $502,870 $2,745,125 ======== ======== ======== ======== ======== ======== ======== ======== ==========
TOTAL ASSETS YEAR ENDED DECEMBER 31, - ---------------------------------------------------------- ----------------------- 1998 1997 ---------- ---------- Total operating real estate assets for reportable segments $2,745,125 $1,888,031 Accumulated depreciation (209,023) (149,311) Development in progress 207,563 156,093 Land held for development 75,454 61,904 Other assets 114,252 137,620 ---------- ---------- Total assets $2,933,371 $2,094,337 ========== ==========
12. PRO FORMA INFORMATION (UNAUDITED) The following unaudited pro forma information has been prepared assuming the common and preferred shares offerings which were consummated in 1997 and 1998 and the acquisitions of 170 properties acquired in 1997, and 137 properties acquired in 1998 had occurred at January 1, 1997. The 1997 acquisitions were acquired for a total investment of $727.9 million and the 1998 acquisitions were acquired for a total investment of $580.2 million. YEAR ENDED DECEMBER 31, ----------------------- 1998 1997 -------- --------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ------------------------ Total revenues $ 408,279 $ 358,974 Income available to common shareholders 104,371 92,181 Income per share - basic $ 1.59 $ 1.40 Income per share - diluted 1.58 1.40 This pro forma information is not necessarily indicative of what the actual results of operations of the Company would have been, assuming the Company had completed the common and preferred shares offerings and completed the 1997 and 1998 acquisitions as of January 1, 1997, nor do they purport to represent the results of operations of the Company for future periods. - -53-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES 10,20 Liberty Boulevard Malvern, PA $ - $ 724,058 $ - $ 4,941,858 420 Lapp Road Malvern, PA 4,300,000 1,054,418 - 6,284,410 747 Dresher Road Horsham, PA - 1,607,238 - 3,948,168 45-67 Great Valley Parkway Malvern, PA 3,800,000 795,143 - 2,930,842 1180 Church Road Lansdale, PA - 2,357,045 10,041,340 5,604,945 40 Valley Stream Parkway Malvern, PA 1,600,000 322,918 - 2,208,989 50 Valley Stream Parkway Malvern, PA - 323,971 - 2,384,185 20 Valley Stream Parkway Malvern, PA 2,900,000 465,539 - 5,053,133 800 Town Center Drive Langhorne, PA - 1,617,150 - 8,989,725 9, 15 Great Valley Parkway Malvern, PA 3,489,451 1,837,050 - 15,156,712 257-275 Great Valley Parkway Malvern, PA 2,100,000 504,611 - 4,424,881 300 Technology Drive Malvern, PA - 368,626 - 1,299,996 277-293 Great Valley Parkway Malvern, PA - 530,729 - 1,914,647 311 Technology Drive Malvern, PA - 397,131 - 2,236,843 325 Technology Drive Malvern, PA 3,489,451 376,444 - 1,851,241 7 Great Valley Parkway Malvern, PA 2,900,000 176,435 - 4,267,283 55 Valley Stream Parkway Malvern, PA - 215,005 - 3,304,913 65 Valley Stream Parkway Malvern, PA 2,900,000 381,544 - 4,728,607 508 Lapp Road Malvern, PA 1,500,000 331,392 - 1,730,134 10 Valley Stream Parkway Malvern, PA 3,489,451 509,075 - 2,664,060 333 Phoenixville Pike Malvern, PA 2,104,169 523,530 - 3,083,945 30 Great Valley Parkway Malvern, PA - 128,126 - 355,565 75 Great Valley Parkway Malvern, PA - 143,074 - 418,889 27-43 Great Valley Parkway Malvern, PA 1,800,000 448,775 - 2,116,317 77-123 Great Valley Parkway Malvern, PA 3,100,000 887,664 - 4,582,078 260 Great Valley Parkway Malvern, PA 1,500,000 203,916 - 849,011 256 Great Valley Parkway Malvern, PA 2,800,000 161,098 - 1,888,761 205 Great Valley Parkway Malvern, PA 6,600,000 1,368,259 - 9,599,597 12,14,16 Great Valley Parkway Malvern, PA - 130,689 - 1,202,040 155 Great Valley Parkway Malvern, PA 2,100,000 625,147 - 2,258,481 333 Technology Drive Malvern, PA 1,900,000 157,249 - 2,310,848 510 Lapp Road Malvern, PA 3,489,451 356,950 - 865,960 181 Wheeler Court Langhorne, PA - 260,000 1,940,000 153,187 1100 Wheeler Way Langhorne, PA - 150,000 1,100,000 90,717 60 Morehall Road Malvern, PA - 865,424 9,285,000 4,724,203 905 Airport Road West Chester, PA - 1,715,000 5,185,000 204,530 16 Cabot Boulevard Langhorne, PA 5,900,000 648,889 5,851,112 74,975 1 Country View Road Malvern, PA - 400,000 3,600,000 453,338 2151 Cabot Boulevard Langhorne, PA 2,300,000 384,100 3,456,900 263,500 170 South Warner Road King of Prussia, PA - 547,800 3,137,400 2,084,352 190 South Warner Road King of Prussia, PA - 552,200 3,162,600 1,178,932 507 Prudential Road Horsham, PA 2,700,000 644,900 5,804,100 232,868 100 Witmer Road Horsham, PA 9,396,622 3,102,784 - 9,685,657 3100 Horizon Drive King of Prussia, PA - 601,956 - 2,007,248 3300 Horizon Drive King of Prussia, PA - 566,403 - 3,265,294 3500 Horizon Drive King of Prussia, PA - 1,204,839 - 2,531,137 200 Chester Field Parkway Malvern, PA - 495,893 2,739,093 123,186 767 Electronic Drive Horsham, PA - 1,229,685 - 2,938,838 132 Welsh Road Horsham, PA - 1,333,642 - 3,857,166 5 Country View Road Malvern, PA 3,489,451 785,168 4,678,632 134,612 3200 Horizon Drive King of Prussia, PA - 928,637 - 4,291,310 3000 Horizon Drive King of Prussia, PA - 1,191,449 - 1,853,063 111-195 Witmer Road Horsham, PA - 407,005 3,129,058 116,065 300 Welsh Road Horsham, PA - 180,459 1,441,473 64,628 400 Welsh Road Horsham, PA - 282,493 2,256,508 994,521 8801 Tinicum Boulevard Philadelphia, PA - 2,474,031 - 24,209,285 440 East Swedesford Road King of Prussia, PA - 717,001 4,816,121 1,453,936 460 East Swedesford Road King of Prussia, PA - 705,317 4,737,487 380,643 50 Morehall Road Malvern, PA - 849,576 - 13,046,717 2 Walnut Grove Drive Horsham, PA - 1,281,870 7,767,374 770,540 200 Gibraltar Road Horsham, PA - 638,513 5,811,323 102,509 220 Gibraltar Road Horsham, PA - 629,944 5,733,228 18,746 240 Gibraltar Road Horsham, PA - 629,944 5,733,234 18,789 151 S. Warner Road King of Prussia, PA - 1,218,086 6,937,866 114,003 1 Walnut Grove Drive Horsham, PA - 1,058,901 5,343,606 856,952 3604 Horizon Drive King of Prussia, PA - 397,178 - 1,576,394 3606 Horizon Drive King of Prussia, PA - 789,409 - 1,940,816 650 Swedesford Road King of Prussia, PA - 952,911 6,722,830 8,375,600 680 Swedesford Road King of Prussia, PA - 952,361 6,722,830 6,365,874 761 Fifth Avenue King of Prussia, PA - 256,463 2,061,468 221,653 771 Fifth Avenue King of Prussia, PA - 152,456 1,256,908 177,379 1 Great Valley Parkway Malvern, PA - 419,460 3,792,570 178,659 5 Great Valley Parkway Malvern, PA - 684,200 6,181,661 239,075 311 Sinclair Road Bristol, PA - 277,901 1,576,906 11,547 100 Cedar Hollow Road Malvern, PA - 1,436,814 - 15,984,594 3 Country View Road Malvern, PA - 814,278 - 4,773,575 425 Technology Drive Malvern, PA - 191,114 - 1,836,299 375 Technology Drive Malvern, PA - 191,114 - 1,797,871 100 Chesterfield Parkway Malvern, PA - 1,320,625 - 6,531,599 181-187 Gibraltar Road Horsham, PA - 360,549 3,259,984 430,483 104 Rock Road Horsham, PA - 330,111 2,981,669 22,012 123-135 Rock Road Horsham, PA - 292,360 2,411,677 27,255 111-159 Gibraltar Road Horsham, PA - 489,032 4,126,151 30,525 161-175 Gibraltar Road Horsham, PA - 294,673 2,663,722 431,257 125-137 Gibraltar Road Horsham, PA - 270,906 2,448,500 263,500 261-283 Gibraltar Road Horsham, PA - 464,871 3,951,972 38,336 - -54- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 210-223 Witmer Road Horsham, PA - 270,282 2,441,276 1,366,734 231-237 Gibraltar Road Horsham, PA - 436,952 3,948,963 266,870 100 Gibraltar Road Horsham, PA - 38,729 349,811 8,621 101 Gibraltar Road Horsham, PA - 651,990 5,888,989 134,789 506 Prudential Road Horsham, PA - 208,140 895,470 617,165 113-123 Rock Road Horsham, PA - 351,072 3,171,001 21,292 101-111 Rock Road Horsham, PA - 350,561 3,166,389 21,866 120 Gibraltar Road Horsham, PA - 533,142 4,830,515 102,817 110 Gibraltar Road Horsham, PA - 673,041 5,776,369 53,020 100-107 Lakeside Drive Horsham, PA - 239,528 2,163,498 191,520 200-264 Lakeside Drive Horsham, PA - 502,705 4,540,597 402,390 300-309 Lakeside Drive Horsham, PA - 369,475 3,338,761 125,473 400-445 Lakeside Drive Horsham, PA - 543,628 4,910,226 1,084,058 104 Witmer Road Horsham, PA - 1,248,148 - 436,403 201 Gibraltar Road Horsham, PA - 380,127 3,433,433 547,979 3600 Horizon Drive King of Prussia, PA - 236,432 1,856,252 23,195 3602 Horizon Drive King of Prussia, PA - 217,734 1,759,489 95,837 400-500 Brandywine Parkway West Chester, PA - 845,846 6,809,025 319,103 600 Brandywine Parkway West Chester, PA - 664,899 5,352,410 166,337 2700 Horizon Drive King of Prussia, PA - 764,370 - 3,561,424 2900 Horizon Drive King of Prussia, PA - 679,440 - 3,446,580 719 Dresher Road Horsham, PA - 493,426 2,812,067 63,597 2250 Hickory Road Plymouth Meeting, PA 6,540,000 1,015,851 9,175,555 168,195 3400 Horizon Drive King of Prussia, PA - 776,496 3,139,068 97,269 One Ridgewood Place Downingtown, PA - 422,460 2,337,195 4,204 300 Welsh Road Horsham, PA - 696,061 3,339,991 653 6 Terry Drive Newtown, PA - 622,029 2,228,851 721 14 Lee Boulevard Malvern, PA 2,700,000 664,282 - 6,316,902 500 Chester Field Parkway Malvern, PA 1,500,000 472,364 - 2,876,942 300-400 Chester Field Parkway Malvern, PA 2,500,000 937,212 - 4,488,377 1805 Underwood Boulevard Delran, NJ - 188,610 612,736 17,699 150 Mid-Atlantic Parkway West Deptford, NJ - 86,968 304,672 204,565 18 Boulden Circle New Castle, DE - 188,144 - 3,916,666 501 Delran Parkway Delran, NJ - 182,192 - 2,933,026 600 Delran Parkway Delran, NJ - 368,843 - 5,945,538 1607 Imperial Way West Deptford, NJ - 286,413 - 2,972,362 1 Boulden Circle New Castle, DE - 88,397 - 1,342,750 31-55 Read's Way New Castle, DE - 901,391 - 5,606,409 3 Boulden Circle New Castle, DE - 119,802 - 2,132,940 5 Boulden Circle New Castle, DE - 219,641 - 3,514,502 601 Delran Parkway Delran, NJ - 193,794 - 1,637,185 51 Haddonfield Road Cherry Hill, NJ - 251,443 - 9,356,642 57 Read's Way New Castle, DE 2,365,494 253,119 - 2,857,794 1370 Imperial Way West Deptford, NJ - 297,000 4,373,155 43,783 8 Stow Road Marlton, NJ - 172,600 1,704,436 93,639 10 Stow Road Marlton, NJ - 147,000 1,451,536 69,149 12 Stow Road Marlton, NJ - 103,300 1,021,036 163,507 14 Stow Road Marlton, NJ - 93,100 920,336 135,399 1300 Metropolitan Avenue West Deptford, NJ - 220,000 1,980,000 37,266 701A Route 73 South Marlton, NJ - 264,387 3,772,000 1,770,674 701C Route 73 South Marlton, NJ - 84,949 1,328,000 247,365 1008 Astoria Boulevard Cherry Hill, NJ - 27,120 424,880 428,595 1475 Imperial Way West Deptford, NJ - 54,000 846,000 189,508 3000 Atrium Way Mt. Laurel, NJ 4,270,113 500,000 4,500,000 3,051,549 750 Cardinal Drive Bridgeport, NJ - 230,000 2,070,000 546,696 11000, 15000, 17000 Commerce Parkway Mt. Laurel, NJ - 455,100 4,394,900 507,564 12000, 14000 Commerce Parkway Mt. Laurel, NJ - 361,800 3,285,817 145,266 16000, 18000 Commerce Parkway Mt. Laurel, NJ - 289,700 2,512,683 331,592 406 Lippincott Drive Marlton, NJ - 321,455 1,539,871 786,108 234 High Hill Road Bridgeport, NJ 1,552,768 249,472 1,477,515 335,497 231 Lake Drive New Castle, DE - 623,043 - 4,023,066 100 Arlington Boulevard Bridgeport, NJ - 6,368 - 4,613,489 100 Berkeley Drive Swedesboro, NJ 1,829,355 395,160 1,915,215 222,541 301 Lippincott Drive Marlton, NJ - 1,069,837 4,780,163 405,532 303 Lippincott Drive Marlton, NJ - 1,069,837 4,780,163 370,228 510-512 Sharptown Road Bridgeport, NJ 786,089 125,410 1,072,683 34,802 901 Route 73 Marlton, NJ - 334,411 2,733,314 93,664 Four Greentree Center Marlton, NJ 2,668,821 449,400 3,074,850 594,791 512 Sharptown Road Bridgeport, NJ 1,188,838 180,468 1,543,617 49,193 15 Boulden Circle New Castle, DE - 406,064 - 5,340,744 404 Lippincott Drive Marlton, NJ - 131,896 - 1,672,248 263 Quigley Boulevard New Castle, DE - 170,386 1,302,739 109,801 34 Blevins Drive New Castle, DE - 195,932 1,498,061 46,334 104 Gaither Drive Mt Laurel, NJ - 132,075 1,151,988 221,476 2 Lukens Drive New Castle, DE - 169,050 1,290,150 100,264 402 Lippincott Drive Marlton, NJ - 131,896 - 1,629,153 3000 Lincoln Drive Mt. Laurel, NJ - 284,052 2,458,155 1,128,512 6000 Commerce Parkway Mt. Laurel, NJ - 234,151 2,022,683 131,971 7000 Commerce Parkway Mt. Laurel, NJ - 260,014 2,236,684 70,246 8000 Commerce Parkway Mt. Laurel, NJ - 234,814 1,995,098 66,344 9000 Commerce Parkway Mt. Laurel, NJ - 286,587 2,474,820 54,496 1000 Briggs Road Mt. Laurel, NJ - 288,577 2,546,537 234,140 1025 Briggs Road Mt. Laurel, NJ 2,077,321 430,990 3,714,828 16,424 9 Stow Road Marlton, NJ - 652,642 1,765,065 157,746 2000 Crawford Place Mt. Laurel, NJ - 310,831 2,797,744 710,016 1351 Metropolitan Avenue Pureland, NJ - 189,465 1,728,789 26,638 650 Grove Road Pureland, NJ - 267,214 2,438,323 123,920 400 Grove Road Pureland, NJ - 145,009 1,323,085 55,733 5000 Dearborn Court Mt. Laurel, NJ - 1,057,763 4,191,827 30,948 - -55- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 515 Heron Drive Bridgeport, NJ 1,451,118 334,017 2,367,538 8,042 500 Sharptown Road Pureland, NJ 1,415,327 300,404 2,645,235 30,993 625 Heron Drive Bridgeport, NJ 482,963 180,226 908,953 4,487 605 Heron Drive Bridgeport, NJ 633,271 265,381 1,046,866 4,528 510 Heron Drive Bridgeport, NJ 5,990,523 790,335 7,901,878 75,418 522 Pedricktown Road Bridgeport, NJ 879,853 176,309 1,360,293 16,414 530 Pedricktown Road Bridgeport, NJ 1,281,524 350,813 1,901,471 29,853 540 Pedricktown Road Bridgeport, NJ 3,194,248 531,280 4,532,010 21,538 230 High Hill Road Bridgeport, NJ 5,945,992 1,418,000 8,860,843 5,313 3 Mallard Court Bridgeport, NJ 2,137,468 417,893 2,447,865 4,665 730 Cardinal Drive Bridgeport, NJ 1,405,851 576,598 1,780,345 37,135 405 Heron Drive Bridgeport, NJ 11,608,812 2,167,471 18,120,223 1,125,857 100 Eagle Road Bridgeport, NJ 1,079,560 256,491 1,434,429 17,816 250 High Hill Road Bridgeport, NJ 1,799,724 246,478 2,269,440 170,934 508 Center Square Road Bridgeport, NJ 1,619,362 453,341 3,458,248 940 602 Heron Drive Bridgeport, NJ 1,530,178 524,728 2,240,478 4,534 300 Eagle Court Bridgeport, NJ - 1,135,989 1,872,753 6,676 500 Center Square Road Bridgeport, NJ - 1,338,839 6,186,541 12,759 1001 Briggs Road Marlton, NJ - 701,705 3,505,652 214,261 1960 Cuthbert Boulevard Cherry Hill, NJ - 321,699 1,291,557 22,670 1970 Cuthbert Boulevard Cherry Hill, NJ - 321,699 1,291,558 18,402 10000 & 11000 Route 73 Marlton, NJ - 715,705 2,579,524 81,945 1655 Valley Center Parkway Bethlehem, PA 1,821,799 214,431 - 1,867,129 6560 Stonegate Drive Allentown, PA - 458,281 - 2,310,959 6370 Hedgewood Drive Allentown, PA - 540,795 - 2,996,787 6390 Hedgewood Drive Allentown, PA - 707,203 - 2,501,156 1495 Valley Center Parkway Bethlehem, PA 4,166,495 434,640 - 3,586,015 6350 Hedgewood Drive Allentown, PA - 360,027 - 3,243,444 6330 Hedgewood Drive Allentown, PA - 531,268 - 4,230,513 1550 Valley Center Parkway Bethlehem, PA - 196,954 - 3,162,582 1560 Valley Center Parkway Bethlehem, PA - 240,069 - 3,878,108 6580 Snowdrift Road Allentown, PA - 388,328 - 2,457,991 1510 Valley Center Parkway Bethlehem, PA 3,379,289 312,209 - 3,303,351 1530 Valley Center Parkway Bethlehem, PA - 211,747 - 2,572,949 6540 Stonegate Drive Allentown, PA - 422,042 - 3,597,764 974 Marcon Boulevard Allentown, PA - 143,500 - 2,128,439 964 Marcon Street Allentown, PA 1,051,463 138,816 - 1,492,059 764 Roble Road Allentown, PA 752,410 141,069 - 794,167 3174 Airport Road Allentown, PA - 98,986 - 1,105,398 2196 Avenue C Allentown, PA - 101,159 - 1,201,733 2202 Hanger Place Allentown, PA - 137,439 - 1,291,510 2201 Hanger Place Allentown, PA - 128,454 - 1,408,249 954 Marcon Boulevard Allentown, PA - 103,665 - 1,160,635 57 South Commerce Way Allentown, PA - 390,839 2,701,161 262,948 754 Roble Road Allentown, PA - 162,115 1,731,885 88,842 894 Marcon Boulevard Allentown, PA - 117,134 1,048,866 28,576 744 Roble Road Allentown, PA - 159,771 1,734,229 143,948 944 Marcon Boulevard Allentown, PA - 118,521 1,435,479 154,891 1685 Valley Center Parkway Allentown, PA - 244,029 - 2,051,109 6520 Stonegate Drive Allentown, PA - 453,315 - 1,825,129 7437 Industrial Boulevard Allentown, PA - 717,488 5,022,413 1,410,165 2041 Avenue C Allentown, PA 700,000 213,599 1,095,217 71,893 2124 Avenue C Allentown, PA 800,000 289,197 1,039,835 54,349 7339 Industrial Boulevard Allentown, PA - 1,187,776 - 5,647,219 7384 Penn Drive Allentown, PA 4,379,122 651,696 2,286,518 413,492 7144 Daniels Drive Allentown, PA - 2,390,217 2,342,761 3,424,554 7620 Cetronia Road Allentown, PA - 1,091,806 3,851,456 173,944 939 Marcon Boulevard Allentown, PA 4,379,122 2,220,414 4,524,393 734,002 100 Brodhead Road Allentown, PA 2,700,170 429,416 2,919,588 180,343 1455 Valley Center Parkway Bethlehem, PA - 670,290 - 3,634,924 1640 Valley Center Parkway Bethlehem, PA - 359,000 - 2,412,319 1650 Valley Center Parkway Allentown, PA - 359,000 - 2,220,365 1660 Valley Center Parkway Bethlehem, PA - 359,000 - 2,059,742 400 Nestle Way Allentown, PA 27,306,503 8,065,500 - 26,414,687 83 South Commerce Way Bethlehem, PA - 143,661 888,128 198,098 85 South Commerce Way Bethlehem, PA - 236,708 987,949 81,386 87 South Commerce Way Bethlehem, PA - 253,886 1,062,881 75,930 89 South Commerce Way Bethlehem, PA - 320,000 - 1,929,169 7339 Industrial Boulevard Allentown, PA - 2,670,849 13,307,408 681,221 95 Highland Avenue Bethlehem, PA - 430,593 3,182,080 300,436 236 Brodhead Road Bethlehem, PA - 376,962 4,672,683 24,861 6620 Grant Way Allentown, PA - 430,824 1,915,923 6,338 700 Nestle Way Allentown, PA - 3,473,120 - 16,841,369 7562 Penn Drive Allentown, PA - 269,614 844,069 78,851 7277 Williams Avenue Allentown, PA - 462,964 1,449,009 114,008 7355 Williams Avenue Allentown, PA - 489,749 1,658,091 111,842 794 Roble Boulevard Allentown, PA - 1,147,541 6,088,041 56,406 6923 Schantz Spring Road Allentown, PA - 1,127,805 3,309,132 38,265 2600 Beltline Avenue Reading, PA - 558,903 2,234,167 13,160 7132 Daniels Drive Allentown, PA - 1,623,326 3,464,626 3,734,559 3985 Adler Place Bethlehem, PA - 705,367 3,915,820 146,727 12000,001,040 Indian Creek Court Beltsville, MD 6,358,900 2,659,431 - 10,589,712 8280 Patuxent Range Drive Columbia, MD - 181,601 - 1,297,559 7178-80 Columbia Gateway Columbia, MD - 1,569,237 4,786,887 403,549 8730 Bollman Place Columbia, MD 2,942,495 624,131 4,576,964 77,839 9770 Patuxent Woods Drive Columbia, MD - 341,663 3,033,309 10,308 9780 Patuxent Woods Drive Columbia, MD - 218,542 1,940,636 6,598 9790 Patuxent Woods Drive Columbia, MD - 243,791 2,164,094 11,654 9810 Patuxent Woods Drive Columbia, MD - 266,684 2,366,901 8,040 - -56- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 9800 Patuxent Woods Drive Columbia, MD - 299,099 2,654,069 8,022 9820 Patuxent Woods Drive Columbia, MD - 237,779 2,110,835 8,752 9830 Patuxent Woods Drive Columbia, MD - 296,262 2,628,933 13,474 9050 Red Branch Road Columbia, MD - 290,950 2,577,153 7,422 4606 Richlynn Drive Belcamp, MD - 299,600 1,818,861 9,828 8945-8975 Guilford Columbia, MD - 2,428,795 7,493,740 10,943 7317 Parkway Drive Hanover, MD - 1,104,359 1,959,671 297 180,190 Cochrane Drive Annapolis, MD - 3,670,256 - 16,134,498 9101,9111,9115 Guilford Road Columbia, MD - 758,951 - 3,331,729 9125,9135,9145 Guilford Road Columbia, MD - 900,154 - 5,786,760 10 South Third Street Richmond, VA - 27,970 127,419 45,962 1751 Bluehills Drive Roanoke, VA - 1,063,728 8,500,677 101,951 4300 Carolina Avenue Richmond, VA - 2,007,717 14,927,608 411,598 301 Hill Carter Parkway Richmond, VA - 659,456 4,836,010 63,204 4001 Carolina Avenue Richmond, VA - 29,443 215,914 32,683 5600-5626 Eastport Boulevard Richmond, VA 2,566,667 489,941 3,592,900 182,341 5650-5674 Eastport Boulevard Richmond, VA 2,566,667 644,384 4,025,480 135,951 5700 Eastport Boulevard Richmond, VA 2,566,667 408,729 2,697,348 43,619 11020 Hull Street Road Richmond, VA - 139,887 637,261 8,938 3432 Holland Road Virginia Beach, VA - 173,527 790,515 11,088 4880 Cox Road Richmond, VA 3,100,000 743,898 4,499,807 1,165,166 5162 Valleypointe Parkway Roanoke, VA 1,300,000 551,483 2,612,312 35,237 4101- 4127 Carolina Avenue Richmond, VA 1,310,951 310,854 2,279,597 57,138 4201-4261 Carolina Avenue Richmond, VA 2,996,458 693,203 5,083,493 179,673 4263-4299 Carolina Avenue Richmond, VA 1,872,786 256,203 2,549,649 669,468 4301-4335 Carolina Avenue Richmond, VA - 223,696 1,640,435 116,604 4337-4379 Carolina Avenue Richmond, VA 2,060,065 325,303 2,385,557 418,235 4501-4549 Carolina Avenue Richmond, VA 2,658,415 486,166 3,565,211 130,933 4551-4593 Carolina Avenue Richmond, VA 2,690,316 474,360 3,478,646 93,388 4601-4643 Carolina Avenue Richmond, VA 2,690,316 652,455 4,784,675 284,717 4645-4683 Carolina Avenue Richmond, VA 2,126,732 404,616 2,967,187 797,642 4447-4491 Carolina Avenue Richmond, VA 2,812,603 454,056 2,729,742 72,274 4401-4445 Carolina Avenue Richmond, VA 3,200,000 615,038 4,510,272 84,893 12 S. Third Street Richmond, VA - 40,539 184,682 6,125 9601 Cosner Drive Fredericksburg, VA 2,600,000 475,262 3,917,234 152,182 315 Cardiff Valley Road Knoxville, TN - 443,305 2,950,903 42,487 2300 East Parham Road Richmond, VA - 221,947 1,011,088 14,181 1347 Diamond Springs Road Virginia Beach, VA - 436,898 3,203,919 159,512 5221 Valleypark Drive - Bldg A Roanoke, VA 1,264,321 285,008 998,370 224,335 5228 Valleypointe Parkway - Bldg B Roanoke, VA 1,086,930 218,663 796,133 97,364 5238 Valleypark Drive - Bldg C Roanoke, VA 1,267,441 416,375 1,896,832 91,730 5601-5659 Eastport Boulevard Richmond, VA 3,115,580 705,660 - 5,190,010 5900 Eastport Boulevard Richmond, VA 4,076,017 676,661 - 5,767,095 4717-4729 Eubank Road Richmond, VA 3,115,580 449,447 3,294,697 91,775 5251 Concourse Drive Roanoke, VA - 2,813 - 1,786,306 4263F-N. Carolina Ave Richmond, VA 1,281,034 91,476 - 1,622,797 4200 Oakleys Court Richmond, VA 1,552,768 459,090 2,468,454 33,041 1821 Battery Dantzler Road Richmond, VA - 394,212 3,035,113 24,814 5000 Cox Road Glen Allen, VA 2,620,297 770,214 3,685,248 26,510 510 Eastpark Court Richmond, VA 1,455,720 261,961 2,110,874 36,598 520 Eastpark Court Richmond, VA 3,163,766 486,118 4,083,582 51,759 13001 Kingston Avenue Chester, VA - 376,584 - 2,003,110 5701-5799 Eastport Boulevard Richmond, VA - 694,644 - 5,087,258 4801 Cox Road Richmond, VA - 1,072,896 - 8,837,667 600 HP Way Richmond, VA - 146,126 - 8,176,262 500 HP Way Richmond, VA - 142,692 - 6,859,186 4198 Cox Road Glen Allen, VA - 670,292 3,839,245 25,091 5310 Valley Park Drive Roanoke, VA - 149,933 - 1,110,755 4510 Cox Road Glen Allen, VA - 1,010,024 7,469,828 64,568 2809 South Lynnhaven Road Virginia Beach, VA - 953,590 6,142,742 319,273 200 Golden Oak Court Virginia Beach, VA 3,315,000 1,116,693 6,770,480 175,321 208 Golden Oak Court Virginia Beach, VA 3,185,000 965,177 6,728,717 114,727 1 Enterprise Parkway Hampton, VA - 974,675 5,579,869 166,337 22 Enterprise Parkway Hampton, VA - 1,097,368 6,760,778 216,121 484 Viking Drive Virginia Beach, VA - 891,753 3,607,890 87,426 10430 Lakeridge Parkway Richmond, VA 2,296,557 421,267 3,770,870 57,444 10456 Lakeridge Parkway Richmond, VA 2,231,356 409,261 3,663,754 60,002 3829-3855 Gaskins Road Richmond, VA - 364,165 3,264,114 5,174 629 Phoenix Drive Virginia Beach, VA - 371,694 2,108,097 16,966 11838 Rock Landing Drive Newport News, VA - 673,942 2,111,481 59,462 11844 Rock Landing Drive Newport News, VA - 326,774 1,391,561 31,762 11846 Rock Landing Drive Newport News, VA - 299,066 1,419,266 31,288 5700 Cleveland Street Virginia Beach, VA - 700,112 9,592,721 210,107 4523 Green Point Drive High Point, NC 878,460 234,564 - 2,012,820 4501 Green Point Drive High Point, NC 1,126,325 319,289 - 2,233,645 4500 Green Point Drive High Point, NC 923,415 230,622 - 2,015,519 2427 Penny Road High Point, NC 6,232,330 1,165,664 - 6,187,028 4524 Green Point Drive High Point, NC 2,121,627 182,810 - 2,104,406 4328, 4336 Federal Drive High Point, NC 6,106,615 521,122 - 7,680,076 200 Centreport Drive Greensboro, NC 3,375,316 331,400 3,768,600 260,361 4344 Federal Drive High Point, NC 2,603,815 484,001 - 2,324,091 202 Centreport Drive Greensboro, NC 3,761,066 549,948 5,360,462 177,333 101 Centreport Drive Greensboro, NC - 826,237 - 6,566,167 4000 Piedmont Parkway High Point, NC 3,761,066 592,885 4,825,615 194,568 4380 Federal Drive High Point, NC - 282,996 - 2,887,702 4388 Federal Drive High Point, NC - 143,661 - 1,114,693 6532 Judge Adams Road Rock Creek, NC - 354,903 - 3,489,265 3860 Faber Place N. Charleston, SC 2,996,353 796,655 1,974,359 99,873 4055 Faber Place N. Charleston, SC 3,490,849 882,352 4,794,144 43,911 - -57- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 3820 Faber Place N. Charleston, SC 2,435,565 506,558 2,365,146 62,765 3875 Faber Place N. Charleston, SC 4,847,726 1,164,530 - 5,702,849 440 Knox Abbott Drive Cayce, SC - 576,767 3,395,168 205,343 150 Ridgeview Center Drive Duncan, SC 6,438,241 711,353 8,056,324 14,641 1320 Garlington Road Greenville, SC 1,224,000 398,539 1,761,533 55,781 420 Park Avenue Greenville, SC 2,056,320 522,548 2,730,261 560,968 1 Alliance Drive Goose Creek, SC - 662,422 - 1,714,203 111 Southchase Boulevard. Fountain Inn, SC - 499,065 4,570,357 442,624 300 International Boulevard Fountain Inn, SC - 180,560 639,305 516 4160 Mendenhall Oaks Parkway High Point, NC - 285,882 - 3,108,469 1208 Eastchester Drive High Point, NC - 487,209 4,200,817 176,811 7720 Mendenhall Oaks Parkway High Point, NC - 801,902 - 17,816,078 One Independence Pointe Greenville, SC - 780,881 6,199,230 154,472 55 Beattie Place Greenville, SC - 2,643,105 23,439,801 364,261 75 Beattie Place Greenville, SC 10,722,438 2,406,646 17,400,939 208,194 7736 McCloud Road Greensboro, NC - 591,795 5,895,312 151,947 15 Brendan Way Greenville, SC - 614,192 3,012,019 1,665 200 Meeting Street Charleston, SC - 4,027,428 29,542,711 719,255 7500 West 110th Street Overland Park, KS - 2,380,493 9,575,474 84,744 8035 Quivira Road Lenexa, KS - 1,180,181 4,737,816 154 4300 Federal Drive High Point, NC - 264,038 - 1,602,008 1730 Stebbins Drive Houston, TX - 143,258 - 413,414 5911-5925 Richard Street Jacksonville, FL - 275,582 - 508,059 8383-8385 Baycenter Road Jacksonville, FL - 63,703 - 612,320 8775 Baypine Road Jacksonville, FL - 906,804 - 3,142,795 8539 Western Way Jacksonville, FL - 328,133 - 3,172,380 6255 Lake Gray Boulevard Jacksonville, FL - 813,067 - 3,293,572 6600-6660 Suemac Place Jacksonville, FL - 210,804 - 1,894,774 6800-6850 Suemac Place Jacksonville, FL - 121,077 - 978,170 8665,8667,8669 Baypine Road Jacksonville, FL - 966,552 - 3,924,841 8540 Baycenter Road Jacksonville, FL - 445,603 - 1,371,536 1200 Riverplace Boulevard Jacksonville, FL - 1,028,864 - 16,927,899 8400 Baymeadows Way Jacksonville, FL - 557,682 - 2,332,209 8614 Baymeadows Way Jacksonville, FL - 290,291 - 1,110,880 5941-5975 Richard Street Jacksonville, FL - 583,622 - 1,113,225 7970 Bayberry Road Jacksonville, FL - 127,520 - 1,249,635 6000-6030 Bowdendale Avenue Jacksonville, FL - 275,475 - 1,592,174 7898 Baymeadows Way Jacksonville, FL - 561,802 - 1,972,330 5977-6607 Richard Street Jacksonville, FL - 180,033 - 1,565,681 7910 & 7948 Baymeadows Way Jacksonville, FL - 210,299 - 2,679,151 7954 & 7960 Baymeadows Way Jacksonville, FL - 291,312 - 2,980,181 8787 Baypine Road Jacksonville, FL - 2,076,306 - 35,605,962 7077 Bonneval Road Jacksonville, FL - 768,000 5,789,000 1,007,066 4190 Belfort Road Jacksonville, FL - 821,000 5,866,000 1,517,110 8011, 8021, 8031 Phillips Highway Jacksonville, FL - 626,250 3,548,750 852,736 7020 AC Skinner Parkway Jacksonville, FL 3,278,878 398,257 - 2,454,352 7040 AC Skinner Parkway Jacksonville, FL 2,314,502 706,934 - 3,109,161 11777 Central Highway Jacksonville, FL - 92,207 429,997 1,925,123 4345 Southpoint Parkway Jacksonville, FL - - - 8,094,976 7016 AC Skinner Parkway Jacksonville, FL - 597,181 - 2,326,445 7018 AC Skinner Parkway Jacksonville, FL - 840,996 - 4,081,086 6620 Southpoint Drive Jacksonville, FL - 614,602 4,267,477 305,862 7980 Bayberry Road Jacksonville, FL - 330,726 1,338,101 20,157 9600 Satellite Boulevard Orlando, FL - 252,850 1,297,923 13,374 9700 Satellite Boulevard Orlando, FL - 405,362 1,146,546 12,238 1902 Cypress Lake Drive Orlando, FL - 523,512 3,191,790 542,241 8250 & 8256 Exchange Place Orlando, FL - 622,413 2,507,842 53,905 6600 Southpoint Parkway Jacksonville, FL - 998,432 4,055,727 22,716 6700 Southpoint Parkway Jacksonville, FL - 620,719 3,178,610 27,782 4801 Executive Park Court - 100 Jacksonville, FL 2,471,784 554,993 2,993,277 - 4801 Executive Park Court - 200 Jacksonville, FL 1,108,892 370,017 1,995,518 47 4810 Executive Park Court Jacksonville, FL 1,108,892 369,694 3,045,639 - 6602 Executive Park Court - 100 Jacksonville, FL 1,164,046 388,519 2,095,293 56,292 6602 Executive Park Court - 200 Jacksonville, FL 886,823 296,014 1,596,347 - 6631 Executive Park Court - 100 Jacksonville, FL 754,743 251,613 1,356,849 - 6631 Executive Park Court - 200 Jacksonville, FL 1,219,201 406,561 2,195,070 9,284 4815 Executive Park Court - 100 Jacksonville, FL 1,097,280 366,317 1,975,393 - 4815 Executive Park Court - 200 Jacksonville, FL 1,386,115 462,522 2,494,397 17,120 4825 Executive Park Court Jacksonville, FL 1,801,224 601,278 3,242,491 - 4820 Executive Park Court Jacksonville, FL 1,515,292 555,173 2,693,130 415,050 10511 & 10611 Satellite Boulevard Orlando, FL - 517,554 2,568,186 84,579 1400-1440 Central Florida Parkway Orlando, FL - 518,043 2,561,938 35,915 6601 Executive Park Circle North Jacksonville, FL - 551,250 3,128,361 640 1300 Riverplace Boulevard Jacksonville, FL - 1,804,258 7,755,572 221,985 4901 Belfort Land Jacksonville, FL - 877,964 2,360,742 1,871,609 16445 Air Center Boulevard Houston, TX - 363,339 2,509,186 582 16405 Air Center Boulevard Houston, TX - 438,853 3,030,396 1,162 2216 Directors Row Orlando, FL - 453,918 2,572,202 268 7460 Chancellor Drive Orlando, FL - 266,555 902,949 231,466 1901 Summit Tower Boulevard Maitland, FL - 6,078,791 12,348,567 350,031 3701-3727 Vineland Road Orlando, FL - 767,929 2,096,504 46,316 4001,4051,4101 Fowler Avenue Tampa, FL - 1,299,310 - 4,752,467 5501-5502 Pioneer Park Boulevard Tampa, FL - 162,000 1,613,000 150,458 5690-5694 Crenshaw Street Tampa, FL - 181,923 1,812,496 142,834 3102,3104,3110 Cherry Palm Drive Tampa, FL - 503,767 2,787,585 75,673 8401-8408 Benjamin Road Tampa, FL - 789,651 4,454,648 227,424 3501 Riga Boulevard Tampa, FL - 617,289 3,048,379 184,586 111 Kelsey Lane Tampa, FL - 359,540 1,461,850 164,325 7930, 8010-20 Woodland Center Tampa, FL 4,876,417 1,408,478 5,247,246 158,689 - -58- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 7920 Woodland Center Boulevard Tampa, FL 2,918,017 1,382,648 2,445,444 404,336 8154-8198 Woodland Center Tampa, FL 2,467,584 399,088 2,868,834 12,512 8112-42 Woodland Center Tampa, FL 2,545,920 513,263 3,230,239 4,600 8212 Woodland Center Tampa, FL 1,940,579 820,882 2,322,720 14,211 131 Kelsey Lane Tampa, FL - 511,463 - 4,466,826 7724 Woodland Center Boulevard Tampa, FL - 235,893 - 2,094,260 8921 Brittany Way Tampa, FL - 255,583 1,063,882 849,197 5250 Eagle Trail Drive Tampa, FL - 952,860 - 3,457,117 1701 Clint Moore Boulevard Boca Raton, FL - 1,430,884 3,043,553 39,852 4555 Riverside Drive Beach Gardens, FL - 805,672 5,782,360 16,244 2500 Metrocentre Boulevard West Palm Beach, FL - 238,362 1,534,926 20,400 2540 Metrocentre Boulevard West Palm Beach, FL - 165,071 1,058,736 32,530 2541 Metrocentre Boulevard West Palm Beach, FL - 145,091 379,318 568,206 2580 Metrocentre Boulevard West Palm Beach, FL - 256,478 1,651,602 21,571 2581 Metrocentre Boulevard West Palm Beach, FL - 189,359 1,218,712 16,634 1101 Northpoint Parkway West Palm Beach, FL - 258,606 1,462,432 47,614 3223 Commerce Place West Palm Beach, FL - 501,843 2,012,290 20,403 801 Northpoint Parkway West Palm Beach, FL - 459,284 2,597,108 7,888 5410 - 5430 Northwest 33rd Avenue Ft. Lauderdale, FL - 603,776 4,176,238 102,827 6500 NW 12th Avenue Ft. Lauderdale, FL - 7,099 3,046,309 26,716 6600 NW 12th Avenue Ft. Lauderdale, FL - 7,102 3,047,462 31,244 1500 SW 5th Court Pompano Beach, FL - 972,232 3,892,085 5,159 1651 SW 5th Court Pompano Beach, FL - 203,247 811,093 9,515 1601 SW 5th Court Pompano Beach, FL - 203,247 811,093 50,505 1501 SW 5th Court Pompano Beach, FL - 203,247 811,093 10,134 1400 SW 6th Court Pompano Beach, FL - 1,157,049 4,620,956 40,900 1405 SW 6th Court Pompano Beach, FL - 392,138 1,565,787 9,515 595 SW 13th Terrace Pompano Beach, FL - 359,933 1,437,116 3,806 601 SW 13th Terrace Pompano Beach, FL - 164,413 655,933 9,767 605 SW 16th Terrace Pompano Beach, FL - 310,778 1,238,324 1,046 2440-2478 Metrocentre Boulevard West Palm Beach, FL - 470,214 2,120,555 27,939 951 Broken Sound Parkway Boca Raton, FL 3,082,573 1,426,251 6,098,952 100,627 3400 Lakeside Drive Miramar, FL - 2,022,153 11,345,881 304,395 3450 Lakeside Drive Miramar, FL - 2,022,152 11,357,143 104,662 13650 NW 8th Street Sunrise, FL - 558,223 2,171,930 17,591 13630 NW 8th Street Sunrise, FL - 659,797 2,596,275 118,812 777 Yamato Road Boca Raton, FL - 4,101,247 16,077,347 1,723 1801 Clint Moore Boulevard Boca Raton, FL - 1,065,068 4,481,644 59,032 6601-6625 W. 78th Street Bloomington, MN - 2,263,060 - 38,510,925 2905 Northwest Boulevard Plymouth, MN - 516,920 4,646,342 484,398 2800 Campus Drive Plymouth, MN - 395,366 3,554,512 145,676 2955 Xenium Lane Plymouth, MN - 151,238 1,370,140 73,250 9401-9443 Science Center Drive New Hope, MN - 431,295 3,888,684 130,008 6321-6325 Bury Drive Eden Prairie, MN - 462,876 4,151,790 15,393 7115-7173 Shady Oak Road Eden Prairie, MN - 454,974 4,089,410 107,771 7660-7716 Golden Triangle Drive Eden Prairie, MN - 568,706 5,115,177 671,719 7400 Flying Cloud Drive Eden Prairie, MN - 195,982 1,762,027 18,678 330 Second Avenue Minneapolis, MN - 1,481,560 13,043,160 1,561,621 10301-10305 West 70th Street Eden Prairie, MN - 120,622 1,085,226 71,595 10321 West 70th Street Eden Prairie, MN - 145,198 1,305,700 31,000 10333 West 70th Street Eden Prairie, MN - 110,746 995,868 26,724 10349-10357 West 70th Street Eden Prairie, MN - 275,903 2,481,666 256,059 10365-10375 West 70th Street Eden Prairie, MN - 291,077 2,618,194 151,644 10393-10394 West 70th Street Eden Prairie, MN - 269,618 2,423,318 225,206 7078 Shady Oak Road Eden Prairie, MN - 343,093 3,085,795 1,690 5600 & 5610 Rowland Road Minnetonka, MN - 828,650 7,399,409 58,135 2920 Northwest Boulevard Plymouth, MN - 392,026 3,433,678 651,380 5400-5500 Feltl Road Minnetonka, MN - 883,895 7,983,345 132,901 10300 Bren Road Minnetonka, MN - 344,614 3,110,477 176,864 14630-14650 28th Avenue North Plymouth, MN - 198,205 1,793,422 50,930 7695-7699 Anagram Drive Eden Prairie, MN - 760,525 3,254,758 25,128 7550 Meridian Circle Maple Grove, MN 2,308,128 513,250 2,901,906 9,347 2800 Northwest Boulevard Plymouth, MN 4,897,625 1,934,438 10,952,503 5,932 3255 Neil Armstrong Boulevard Eagan, MN - 1,131,017 - 3,308,121 4801 West 81st Street Bloomington, MN 823,752 1,624,701 2,494,368 32,421 8100 Cedar Avenue Bloomington, MN 2,306,339 501,313 3,675,416 23,271 9600 54th Avenue Plymouth, MN - 332,317 3,077,820 32,259 7800 Equitable Drive Eden Prairie, MN - 2,188,525 3,788,762 286 7905 Fuller Road Eden Prairie, MN - 1,229,862 4,075,167 15,211 26911-26957 Northwestern Highway Southfield, MI - 7,799,515 66,268,817 4,465,604 1650 Research Drive Troy, MI - 763,067 7,201,677 55,753 1775 Research Drive Troy, MI - 331,422 2,788,073 39,623 1875 Research Drive Troy, MI - 329,863 2,774,006 39,601 1850 Research Drive Troy, MI - 781,054 7,364,300 114,580 1965 Research Drive Troy, MI - 419,090 3,578,928 40,911 1960 Research Drive Troy, MI - 419,146 3,579,166 46,843 27260 Haggerty Road Farmington Hills, MI - 456,877 4,091,196 32,732 27200 Haggerty Road Farmington Hills, MI - 382,754 3,425,227 36,627 27280 Haggerty Road Farmington Hills, MI - 452,860 4,055,512 28,347 27220 Haggerty Road Farmington Hills, MI - 203,064 1,802,592 18,135 27240 Haggerty Road Farmington Hills, MI - 171,518 1,518,192 17,271 27300 Haggerty Road Farmington Hills, MI - 370,378 3,311,366 74,634 1101 Allen Drive Troy, MI - 98,144 887,935 14,992 1151 Allen Drive Troy, MI - 164,483 1,486,220 14,798 1300 Rankin Street Troy, MI - 134,090 1,212,752 24,040 1350 Rankin Street Troy, MI - 111,776 1,011,497 21,743 1376-1400 Rankin Street Troy, MI - 134,292 1,213,626 65,236 1352-1374 Rankin Street Troy, MI - 153,275 1,385,098 27,412 1324-1346 Rankin Street Troy, MI - 134,090 1,212,214 9,081 - -59- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 1301-1307 Rankin Street Troy, MI - 111,776 1,011,121 15,664 1409 Allen Drive Troy, MI - 142,370 1,286,048 73,662 1304 E. Maple Road Troy, MI - 211,233 1,906,786 284,660 1334 Maplelawn Road Troy, MI - 124,296 1,122,802 824 1290 Maplelawn Road Troy, MI - 85,321 771,621 58,817 1070 Maplelawn Road Troy, MI - 68,560 620,595 40,673 950 Maplelawn Road Troy, MI - 252,429 2,265,259 24,248 894 Maplelawn Road Troy, MI - 181,749 1,632,243 17,270 1179 Maplelawn Road Troy, MI - 87,845 794,365 52,384 1940 Norwood Drive Troy, MI - 86,836 785,267 6,916 1311-1331 Maplelawn Road Troy, MI - 125,407 1,132,810 6,991 2354 Bellingham Street Troy, MI - 87,340 789,817 12,654 2360 Bellingham Street Troy, MI - 87,340 789,817 10,864 1911 Ring Drive Troy, MI - 86,129 778,900 10,825 26442-26450 Haggerty Road Farmington Hills, MI - 237,687 2,143,478 14,134 26500 Haggerty Road Farmington Hills, MI - 311,093 2,791,804 35,322 26650 Haggerty Road Farmington Hills, MI - 173,166 1,562,704 12,574 26700 Haggerty Road Farmington Hills, MI - 253,338 2,290,696 9,091 26750 Haggerty Road Farmington Hills, MI - 292,717 2,638,688 26,851 26800 Haggerty Road Farmington Hills, MI - 175,489 1,583,362 12,422 26842-26850 Haggerty Road Farmington Hills, MI - 239,606 2,160,470 13,974 50 West Big Bear Road Troy, MI - 2,159,678 19,481,454 143,132 100 West Big Bear Road Troy, MI - 2,113,006 19,057,355 67,593 245 Executive Drive Brookfield, WI - 577,067 5,197,903 118,305 8301 West Parkland Court Milwaukee, WI - 358,442 3,233,707 10,954 4701 West Schroeder Road Brown Deer, WI - 300,385 2,709,137 24,441 4555 West Schroeder Drive Brown Deer, WI - 401,290 3,616,779 358,503 32991 Hamilton Court Farmington Hills, MI - 1,065,392 3,627,675 - 7800 N. 113th Street Milwaukee, WI - 1,711,964 6,847,857 32,255 2475-2479 Elliot Avenue Troy, MI - 128,808 516,393 587 32661 Edward Avenue Madison Heights, MI - 378,838 2,330,550 4,054 32701 Edward Avenue Madison Heights, MI - 340,398 1,364,777 3,043 32751 Edward Avenue Madison Heights, MI - 151,410 859,462 69,415 32853 Edward Avenue Madison Heights, MI - 138,121 784,426 52,277 555 East Mandoline Avenue Madison Heights, MI - 140,862 799,993 924 599 East Mandoline Avenue Madison Heights, MI - 132,164 646,768 35,517 749 East Mandoline Avenue Madison Heights, MI - 144,658 708,054 915 750 East Mandoline Avenue Madison Heights, MI - 151,458 741,185 878 900 East Mandoline Avenue Madison Heights, MI - 157,729 771,872 915 949 East Mandoline Avenue Madison Heights, MI - 137,049 778,338 901 32390-32400 Howard Avenue Madison Heights, MI - 148,582 595,776 730 32090 John R. Road Madison Heights, MI - 70,351 399,251 6,610 31601 Research Park Drive Madison Heights, MI - 331,179 1,879,812 4,119 31651 Research Park Drive Madison Heights, MI - 194,012 1,101,576 1,132 31700 Research Park Drive Madison Heights, MI - 373,202 1,824,721 3,575 31701 Research Park Drive Madison Heights, MI - 185,845 1,054,681 55,613 31751 Research Park Drive Madison Heights, MI - 194,063 1,300,574 979 31800 Research Park Drive Madison Heights, MI - 217,929 1,601,469 1,788 800 Tech Row Madison Heights, MI - 444,977 2,984,811 6,322 900 Tech Row Madison Heights, MI - 155,606 883,725 1,021 1000 Tech Row Madison Heights, MI - 357,897 2,628,029 1,857 31771 Sherman Avenue Madison Heights, MI - 150,944 645,040 781 31791 Sherman Avenue Madison Heights, MI - 105,606 649,891 614 31811 Sherman Avenue Madison Heights, MI - 207,599 1,179,010 1,363 31831 Sherman Avenue Madison Heights, MI - 158,483 900,064 1,039 31900 Sherman Avenue Madison Heights, MI - 269,293 1,804,498 1,224 800 East Whitcomb Avenue Madison Heights, MI - 151,704 1,294,687 878 950 East Whitcomb Avenue Madison Heights, MI - 113,630 2,162,302 2,351 1000 East Whitcomb Avenue Madison Heights, MI - 113,512 1,023,613 37,918 1100 East Whitcomb Avenue Madison Heights, MI - 135,152 832,031 952 1201 East Whitcomb Avenue Madison Heights, MI - 302,567 1,213,232 2,687 1210 East Whitcomb Avenue Madison Heights, MI - 121,298 329,051 540 1260 Kempar Avenue Madison Heights, MI - 78,720 385,223 2,473 1280 Kempar Avenue Madison Heights, MI - 142,305 536,474 4,431 1001 East Lincoln Avenue Madison Heights, MI - 479,874 2,050,674 4,550 1201 East Lincoln Avenue Madison Heights, MI - 710,614 2,139,273 3,677 22515 Heslip Drive Madison Heights, MI - 144,477 338,277 573 8400 Lakeview Parkway Pleasant Prairie, WI - 892,146 4,032,027 93 8401 Lakeview Parkway Pleasant Prairie, WI - 649,631 3,462,362 81 9801 80th Avenue Pleasant Prairie, WI - 1,692,077 7,947,278 - 50 Gibson Drive West Malling, UK - - - 3,717,031 25 Kings Hill Avenue West Malling, UK 5,808,250 1,105,380 - 8,134,990 2 Kings Hill Avenue West Malling, UK - 785,565 - 5,452,826 50 Kings Hill Avenue West Malling, UK - 1,215,608 - 12,704,406 10 Kings Hill Avenue West Malling, UK - 983,547 - 6,444,987 ------------ ------------ -------------- -------------- Subtotal Operating Properties $408,150,780 $358,513,838 $1,514,674,421 $ 871,936,713 ============ ============ ============== ==============
- -60-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- DEVELOPMENT IN PROGRESS 45 Liberty Boulevard Malvern, PA $ - $ 4,380,221 $ - $ 7,598,428 3 Franklin Plaza Philadelphia, PA - 2,483,144 - 15,725,040 2500 Renaissance Boulevard King of Prussia, PA - 509,580 - 2,223,822 2300 Renaissance Boulevard King of Prussia, PA - 509,580 - 1,480,204 2100 Renaissance Boulevard King of Prussia, PA - 1,110,111 - 4,245,745 4 Walnut Grove Horsham, PA - 2,515,115 - 7,678,725 PNC Bank - Phase II Construction Philadelphia, PA - 0 - 4,728,357 600 Chesterfield Parkway Malvern, PA - 2,013,750 - 3,577,910 700 Chesterfield Parkway Malvern, PA - 2,013,750 - 2,953,064 2520 Renaissance Boulevard King of Prussia, PA - 1,020,000 - 174,503 201 Berkeley Drive Bridgeport, NJ - 270,880 - 3,910,471 300 Commodore Drive Bridgeport, NJ - 417,695 - 5,071,799 1020 Briggs Road Land Mt. Laurel, NJ - 494,334 - 711,586 800 Arlington Boulevard Logan, NJ - 1,687,500 - 596,860 1525 Valley Center Parkway Allentown, PA - 475,686 - 5,622,852 Lehigh Valley West Land - Lot 4 Upper Macungie, PA - 4,019,258 - 2,756,541 5500 Cox Road Glen Allen, VA - 443,485 - 2,126,243 701 Liberty Way Richmond, VA - 171,711 - 4,348,619 5305 Valley Park Drive Roanoke, VA - 266,948 - 1,635,361 530 Eastpark Court Richmond, VA - 266,883 - 2,365,724 801 Liberty Way Richmond, VA - 780,000 - 4,730,570 6532 Judge Adams Road Whitsett, NC - 305,821 - 3,634,907 4194 Mendenhall Oaks Parkway High Point, NC - 102,372 - 2,110,706 4196 Mendenhall Oaks Parkway High Point, NC - 66,731 - 1,613,085 4170 Mendenhall Oaks Parkway High Point, NC - 143,699 - 1,702,981 4180 Mendenhall Oaks Parkway High Point, NC - 121,329 - 1,598,881 3955 Faber Place Charleston, SC - 381,887 - 2,024,369 7014 AC Skinner Parkway Jacksonville, FL - 574,198 - 2,346,101 9550 Satellite Boulevard Orlando, FL - 574,831 - 1,991,248 Butler Plaza Jacksonville, FL - 1,299,201 - 2,318,280 7802-50 Woodland Center Boulevard Tampa, FL - 357,364 - 2,291,538 7852-98 Woodland Center Boulevard Tampa, FL - 357,364 - 2,318,800 7725 Woodland Center Boulevard Tampa, FL - 553,335 - 2,097,015 8001 Woodland Center Boulevard Tampa, FL - 350,406 - 1,004,824 4630 Woodland Corporate Boulevard Tampa, FL - 943,169 - 749,925 Silo Bend 12 Tampa, FL - 654,259 - 462,544 Huntington Square Land Miramar, FL - 2,960,511 - 9,176,081 10400 Southwest Crossing Eden Prairie, MN - 2,912,391 - 18,373,466 9023 Columbine Road Eden Prairie, MN - 1,956,273 - 920,540 West Tech Park Land (Lot B) Farmington Hills, MI - 455,846 - 952,812 West Tech Park Land (Lot C) Farmington Hills, MI - 368,083 - 1,035,182 30 Tower View West Malling, UK - 1,657,321 - 9,317,334 35 Kings Hill Avenue West Malling, UK - 812,193 - 2,798,320 39 Kings Hill Avenue West Malling, UK - 494,508 - 2,886,006 18 Kings Hill Avenue West Malling, UK - 829,785 - 4,493,008 ------------ ------------ -------------- -------------- Subtotal Development in Progress $ - $ 45,082,508 $ - $ 162,480,377 ============ ============ ============== ==============
- -61-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- LAND HELD FOR DEVELOPMENT Gwynedd North Bus Camp Land Lansdale, PA $ - $ - $ - $ 260,415 Three Country View Road Malvern, PA - (178,752) - 184,929 550 Lapp Road Malvern, PA - (159,445) - 162,020 Cedar Hollow Road Land Malvern, PA - (157,681) - 157,681 Walnut Grove Land Horsham, PA - 1,065,951 - 523,497 35 Liberty Boulevard Land Malvern, PA - - - - Great Valley Land Malvern, PA - 658,754 - 931,225 10 Matthews Rd South Land Malvern, PA - 578,804 - 30,191 Renaissance Park Land King of Prussia, PA 3,548,488 3,805,664 - 783,621 Swedes Run Business Park Land Delran, NJ - 1,057,204 - 558,201 Marlton Crossing Land Marlton, NJ - 69,402 - 239,260 Commodore Business Park Logan Township, NJ - 2,903,914 - 460,285 Boulden Land New Castle, DE - - - 1,560 Marlton Executive Park Land Marlton, NJ - 550,664 - 215,198 1015 Briggs Road Land Mt. Laurel, NJ - 356,987 - 65,900 Lehigh Valley Corporate Center Land Bethlehem, PA - (2,926,976) - 4,347,527 Lehigh Valley West Lots 13,14,15 Allentown, PA - - - 30,900 LVCC Phase 2 Land Bethlehem, PA 1,525,000 1,959,495 - 1,183,936 LV West Land - Lot 5A Upper Macungie, PA - 519,208 - 35,281 Park at Valleypointe Land Roanoke, VA - 238,545 - 406,297 Fairgrounds Distribution Center Land Richmond, VA - 100,000 - 30,304 Rivers' Bend Land Richmond, VA - 1,172,108 - 7,677,781 Oakleys Center Land Richmond, VA - - - - Woodlands Center Land Richmond, VA - 734,787 - 311,819 501 Liberty Way Richmond, VA - 441,188 - 208,819 601 HP Way Richmond, VA - 171,024 - 460,882 6000-98 Eastport Boulevard Richmond, VA - 787,091 - 85,812 Eastport VIII Richmond, VA - 379,836 - 2,862 Eastport IX Richmond, VA - 209,856 - 1,771 Brill 2 Land Richmond, VA - 1,432,462 - 293,528 Westmoreland Land Virginia Beach, VA - 758,403 - 31,279 Westmoreland III Land Virginia Beach, VA - 645,966 - 28,933 Mendenhall Land High Point, NC - 2,528,914 - 2,146,962 Independence Pointe Land Greenville, SC - 1,304,084 - 14,855 Executive Park at Faber Place Land Charleston, SC - 452 - 40,320 Northpoint Industrial Park Land Columbia, SC - - - 72,284 Overlook Business Center Land Columbia, SC - - - - Ridgeview Center Land Greenville, SC - - - - Southchase Business Park Land Greenville, SC - - - 77,082 Woodfield Land Greenville, SC - 1,719 - 68,958 Southpoint Business Park Land Jacksonville, FL - 349,339 - 88,772 Liberty Business Park Land Jacksonville, FL - (313,180) - 1,336,260 7024 AC Skinner Parkway Jacksonville, FL - 539,554 - 146,494 Silo Bend Land (LPDC) Tampa, FL - 4,104,030 - 299,559 Exchange Place Land Orlando, FL - 193,406 - 8,711 Belfort Road Jacksonville, FL - 375,740 - 73,042 Butler Plaza Land Jacksonville, FL - 2,602,994 - 195,872 Central Green Land Houston, TX - 1,394,592 - 10,084 Salisbury Road Land Jacksonville, FL - 1,605,907 - 30,437 Airport West Tampa, FL - - - 481 Woodland Corporate Center Land Tampa, FL - 21,832 - 207,195 Pompano Business Park Land - Parcel 2 Boca Raton, FL - 407,328 - - Pompano Business Park Land - Parcel 3 Boca Raton, FL - 509,233 - - Boca Colannade Land - Yamato Road Boca Raton, FL - 4,055,325 - 183,210 Klodt Land Eden Prairie, MN - 5,694,963 - 434,065 Flying Cloud Land Eden Prairie, MN - 6,347,575 - 390,574 Romulus Land Romulus, MI - 909,282 - 40,340 4 ABW West Malling, UK - - - 68,982 ------------ ------------ -------------- -------------- Subtotal Land Held for Development $ 5,073,488 $ 49,807,545 $ 0 $ 25,646,257 ============ ============ ============== ============== TOTAL ALL PROPERTIES $413,224,268 453,403,891 1,514,674,421 $1,060,063,346 ============ ============ ============== ==============
** Rouse leases land from Kent County Council - -62-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES 10,20 Liberty Boulevard Malvern, PA $ 645,318 $ 5,020,598 $ 5,665,916 420 Lapp Road Malvern, PA 1,049,243 6,289,585 7,338,828 747 Dresher Road Horsham, PA 1,611,977 3,943,429 5,555,406 45-67 Great Valley Parkway Malvern, PA 795,831 2,930,154 3,725,985 1180 Church Road Lansdale, PA 2,391,036 15,612,294 18,003,330 40 Valley Stream Parkway Malvern, PA 323,792 2,208,115 2,531,907 50 Valley Stream Parkway Malvern, PA 371,068 2,337,088 2,708,156 20 Valley Stream Parkway Malvern, PA 466,413 5,052,259 5,518,672 800 Town Center Drive Langhorne, PA 1,619,288 8,987,586 10,606,875 9, 15 Great Valley Parkway Malvern, PA 1,837,878 15,155,884 16,993,762 257-275 Great Valley Parkway Malvern, PA 505,458 4,424,034 4,929,492 300 Technology Drive Malvern, PA 374,497 1,294,125 1,668,622 277-293 Great Valley Parkway Malvern, PA 531,534 1,913,842 2,445,376 311 Technology Drive Malvern, PA 348,099 2,285,875 2,633,974 325 Technology Drive Malvern, PA 385,693 1,841,992 2,227,685 7 Great Valley Parkway Malvern, PA 177,317 4,266,401 4,443,718 55 Valley Stream Parkway Malvern, PA 215,818 3,304,100 3,519,918 65 Valley Stream Parkway Malvern, PA 382,361 4,727,790 5,110,151 508 Lapp Road Malvern, PA 263,116 1,798,410 2,061,526 10 Valley Stream Parkway Malvern, PA 465,135 2,708,000 3,173,135 333 Phoenixville Pike Malvern, PA 524,229 3,083,246 3,607,475 30 Great Valley Parkway Malvern, PA 128,783 354,908 483,691 75 Great Valley Parkway Malvern, PA 143,811 418,152 561,963 27-43 Great Valley Parkway Malvern, PA 449,447 2,115,645 2,565,092 77-123 Great Valley Parkway Malvern, PA 888,359 4,581,383 5,469,742 260 Great Valley Parkway Malvern, PA 212,768 840,159 1,052,927 256 Great Valley Parkway Malvern, PA 161,949 1,887,910 2,049,859 205 Great Valley Parkway Malvern, PA 1,369,003 9,598,853 10,967,856 12,14,16 Great Valley Parkway Malvern, PA 131,517 1,201,212 1,332,729 155 Great Valley Parkway Malvern, PA 626,068 2,257,560 2,883,628 333 Technology Drive Malvern, PA 90,952 2,377,145 2,468,097 510 Lapp Road Malvern, PA 325,415 897,495 1,222,910 181 Wheeler Court Langhorne, PA 263,490 2,089,697 2,353,187 1100 Wheeler Way Langhorne, PA 151,500 1,189,217 1,340,717 60 Morehall Road Malvern, PA 884,974 13,989,653 14,874,627 905 Airport Road West Chester, PA 1,735,012 5,369,518 7,104,530 16 Cabot Boulevard Langhorne, PA 649,743 5,925,232 6,574,975 1 Country View Road Malvern, PA 406,421 4,046,917 4,453,338 2151 Cabot Boulevard Langhorne, PA 389,990 3,714,510 4,104,500 170 South Warner Road King of Prussia, PA 555,911 5,213,641 5,769,552 190 South Warner Road King of Prussia, PA 560,373 4,333,359 4,893,732 507 Prudential Road Horsham, PA 652,919 6,028,949 6,681,868 100 Witmer Road Horsham, PA 3,133,783 9,654,658 12,788,441 3100 Horizon Drive King of Prussia, PA 611,435 1,997,769 2,609,205 3300 Horizon Drive King of Prussia, PA 687,878 3,143,819 3,831,697 3500 Horizon Drive King of Prussia, PA 1,223,875 2,512,100 3,735,976 200 Chester Field Parkway Malvern, PA 495,893 2,862,279 3,358,172 767 Electronic Drive Horsham, PA 1,241,970 2,926,553 4,168,523 132 Welsh Road Horsham, PA 1,408,042 3,782,765 5,190,807 5 Country View Road Malvern, PA 786,235 4,812,177 5,598,412 3200 Horizon Drive King of Prussia, PA 1,210,136 4,009,811 5,219,947 3000 Horizon Drive King of Prussia, PA 946,703 2,097,809 3,044,511 111-195 Witmer Road Horsham, PA 407,205 3,244,924 3,652,128 300 Welsh Road Horsham, PA 180,459 1,506,101 1,686,559 400 Welsh Road Horsham, PA 282,493 3,251,028 3,533,521 8801 Tinicum Boulevard Philadelphia, PA 124,062 26,559,254 26,683,316 440 East Swedesford Road King of Prussia, PA 717,001 6,270,057 6,987,058 460 East Swedesford Road King of Prussia, PA 705,317 5,118,131 5,823,447 50 Morehall Road Malvern, PA 1,337,076 12,559,217 13,896,293 2 Walnut Grove Drive Horsham, PA 1,265,363 8,554,421 9,819,784 200 Gibraltar Road Horsham, PA 638,513 5,913,832 6,552,345 220 Gibraltar Road Horsham, PA 629,944 5,751,974 6,381,918 240 Gibraltar Road Horsham, PA 629,944 5,752,023 6,381,967 151 S. Warner Road King of Prussia, PA 1,218,086 7,051,869 8,269,955 1 Walnut Grove Drive Horsham, PA 1,058,901 6,200,558 7,259,459 3604 Horizon Drive King of Prussia, PA 350,873 1,622,699 1,973,572 3606 Horizon Drive King of Prussia, PA 815,855 1,914,370 2,730,225 650 Swedesford Road King of Prussia, PA 952,911 15,098,429 16,051,340 680 Swedesford Road King of Prussia, PA 952,361 13,088,704 14,041,065 761 Fifth Avenue King of Prussia, PA 256,463 2,283,121 2,539,584 771 Fifth Avenue King of Prussia, PA 152,456 1,434,287 1,586,743 1 Great Valley Parkway Malvern, PA 419,460 3,971,229 4,390,689 5 Great Valley Parkway Malvern, PA 684,200 6,420,736 7,104,936 311 Sinclair Road Bristol, PA 277,901 1,588,453 1,866,354 100 Cedar Hollow Road Malvern, PA 1,646,985 15,774,424 17,421,408 3 Country View Road Malvern, PA 1,128,880 4,458,972 5,587,853 425 Technology Drive Malvern, PA 321,473 1,705,940 2,027,413 375 Technology Drive Malvern, PA 234,922 1,754,063 1,988,985 100 Chesterfield Parkway Malvern, PA 1,349,954 6,502,270 7,852,224 181-187 Gibraltar Road Horsham, PA 360,549 3,690,467 4,051,016 104 Rock Road Horsham, PA 330,111 3,003,681 3,333,792 123-135 Rock Road Horsham, PA 292,360 2,438,931 2,731,291 111-159 Gibraltar Road Horsham, PA 489,032 4,156,675 4,645,707 161-175 Gibraltar Road Horsham, PA 294,673 3,094,979 3,389,652 125-137 Gibraltar Road Horsham, PA 270,906 2,712,000 2,982,906 261-283 Gibraltar Road Horsham, PA 464,871 3,990,308 4,455,179 210-223 Witmer Road Horsham, PA 270,282 3,808,010 4,078,292 - -63- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 231-237 Gibraltar Road Horsham, PA 436,952 4,215,833 4,652,785 100 Gibraltar Road Horsham, PA 38,729 358,432 397,161 101 Gibraltar Road Horsham, PA 731,990 5,943,778 6,675,768 506 Prudential Road Horsham, PA 208,140 1,512,635 1,720,775 113-123 Rock Road Horsham, PA 351,072 3,192,293 3,543,365 101-111 Rock Road Horsham, PA 350,561 3,188,255 3,538,816 120 Gibraltar Road Horsham, PA 558,142 4,908,332 5,466,474 110 Gibraltar Road Horsham, PA 673,041 5,829,389 6,502,430 100-107 Lakeside Drive Horsham, PA 255,528 2,339,018 2,594,546 200-264 Lakeside Drive Horsham, PA 502,705 4,942,987 5,445,692 300-309 Lakeside Drive Horsham, PA 376,475 3,457,234 3,833,709 400-445 Lakeside Drive Horsham, PA 583,628 5,954,284 6,537,912 104 Witmer Road Horsham, PA 124,565 1,559,986 1,684,551 201 Gibraltar Road Horsham, PA 380,127 3,981,412 4,361,539 3600 Horizon Drive King of Prussia, PA 236,432 1,879,447 2,115,879 3602 Horizon Drive King of Prussia, PA 217,734 1,855,326 2,073,060 400-500 Brandywine Parkway West Chester, PA 845,846 7,128,128 7,973,974 600 Brandywine Parkway West Chester, PA 664,899 5,518,747 6,183,646 2700 Horizon Drive King of Prussia, PA 867,666 3,458,128 4,325,794 2900 Horizon Drive King of Prussia, PA 773,946 3,352,074 4,126,020 719 Dresher Road Horsham, PA 495,112 2,873,978 3,369,091 2250 Hickory Road Plymouth Meeting, PA 1,015,851 9,343,751 10,359,602 3400 Horizon Drive King of Prussia, PA 776,496 3,236,337 4,012,833 One Ridgewood Place Downingtown, PA 422,460 2,341,399 2,763,859 300 Welsh Road Horsham, PA 696,061 3,340,643 4,036,704 6 Terry Drive Newtown, PA 622,029 2,229,572 2,851,601 14 Lee Boulevard Malvern, PA 665,053 6,316,131 6,981,184 500 Chester Field Parkway Malvern, PA 473,139 2,876,167 3,349,306 300-400 Chester Field Parkway Malvern, PA 931,212 4,494,377 5,425,589 1805 Underwood Boulevard Delran, NJ 196,901 622,144 819,045 150 Mid-Atlantic Parkway West Deptford, NJ 88,153 508,052 596,205 18 Boulden Circle New Castle, DE 198,062 3,906,748 4,104,810 501 Delran Parkway Delran, NJ 184,162 2,931,056 3,115,218 600 Delran Parkway Delran, NJ 372,719 5,941,662 6,314,381 1607 Imperial Way West Deptford, NJ 288,280 2,970,495 3,258,775 1 Boulden Circle New Castle, DE 93,309 1,337,838 1,431,147 31-55 Read's Way New Castle, DE 972,159 5,535,641 6,507,800 3 Boulden Circle New Castle, DE 126,701 2,126,041 2,252,742 5 Boulden Circle New Castle, DE 232,274 3,501,869 3,734,143 601 Delran Parkway Delran, NJ 193,336 1,637,643 1,830,979 51 Haddonfield Road Cherry Hill, NJ 248,326 9,359,759 9,608,085 57 Read's Way New Castle, DE 352,736 2,758,177 3,110,913 1370 Imperial Way West Deptford, NJ 298,010 4,415,928 4,713,938 8 Stow Road Marlton, NJ 172,945 1,797,730 1,970,675 10 Stow Road Marlton, NJ 147,318 1,520,368 1,667,686 12 Stow Road Marlton, NJ 103,618 1,184,226 1,287,844 14 Stow Road Marlton, NJ 93,418 1,055,417 1,148,835 1300 Metropolitan Avenue West Deptford, NJ 221,218 2,016,048 2,237,266 701A Route 73 South Marlton, NJ 271,743 5,535,318 5,807,061 701C Route 73 South Marlton, NJ 96,161 1,564,153 1,660,314 1008 Astoria Boulevard Cherry Hill, NJ 32,698 847,897 880,595 1475 Imperial Way West Deptford, NJ 58,606 1,030,902 1,089,508 3000 Atrium Way Mt. Laurel, NJ 512,018 7,539,531 8,051,549 750 Cardinal Drive Bridgeport, NJ 236,190 2,610,506 2,846,696 11000, 15000, 17000 Commerce Parkway Mt. Laurel, NJ 456,465 4,901,099 5,357,564 12000, 14000 Commerce Parkway Mt. Laurel, NJ 362,855 3,430,028 3,792,883 16000, 18000 Commerce Parkway Mt. Laurel, NJ 290,545 2,843,430 3,133,975 406 Lippincott Drive Marlton, NJ 327,554 2,319,880 2,647,434 234 High Hill Road Bridgeport, NJ 250,445 1,812,039 2,062,484 231 Lake Drive New Castle, DE 623,043 4,023,065 4,646,108 100 Arlington Boulevard Bridgeport, NJ 374,836 4,245,021 4,619,857 100 Berkeley Drive Swedesboro, NJ 401,254 2,131,662 2,532,916 301 Lippincott Drive Marlton, NJ 1,069,837 5,185,695 6,255,532 303 Lippincott Drive Marlton, NJ 1,069,837 5,150,391 6,220,228 510-512 Sharptown Road Bridgeport, NJ 125,410 1,107,485 1,232,895 901 Route 73 Marlton, NJ 334,411 2,826,977 3,161,389 Four Greentree Center Marlton, NJ 450,558 3,668,483 4,119,041 512 Sharptown Road Bridgeport, NJ 180,468 1,592,810 1,773,278 15 Boulden Circle New Castle, DE 833,364 4,913,444 5,746,808 404 Lippincott Drive Marlton, NJ 131,896 1,672,248 1,804,144 263 Quigley Boulevard New Castle, DE 171,167 1,411,759 1,582,926 34 Blevins Drive New Castle, DE 196,396 1,543,931 1,740,327 104 Gaither Drive Mt. Laurel, NJ 136,446 1,369,093 1,505,539 2 Lukens Drive New Castle, DE 169,118 1,390,346 1,559,464 402 Lippincott Drive Marlton, NJ 131,896 1,629,153 1,761,049 3000 Lincoln Drive Mt. Laurel, NJ 284,052 3,586,667 3,870,719 6000 Commerce Parkway Mt. Laurel, NJ 234,151 2,154,654 2,388,805 7000 Commerce Parkway Mt. Laurel, NJ 260,014 2,306,930 2,566,944 8000 Commerce Parkway Mt. Laurel, NJ 234,814 2,061,442 2,296,256 9000 Commerce Parkway Mt. Laurel, NJ 286,587 2,529,316 2,815,903 1000 Briggs Road Mt. Laurel, NJ 288,577 2,780,677 3,069,254 1025 Briggs Road Mt. Laurel, NJ 430,990 3,731,252 4,162,242 9 Stow Road Marlton, NJ 654,728 1,920,725 2,575,453 2000 Crawford Place Mt. Laurel, NJ 310,831 3,507,760 3,818,591 1351 Metropolitan Avenue Pureland, NJ 189,465 1,755,427 1,944,892 650 Grove Road Pureland, NJ 267,214 2,562,243 2,829,457 400 Grove Road Pureland, NJ 145,009 1,378,818 1,523,827 5000 Dearborn Court Mt. Laurel, NJ 1,057,763 4,222,775 5,280,538 515 Heron Drive Bridgeport, NJ 334,017 2,375,580 2,709,597 500 Sharptown Road Pureland, NJ 302,858 2,673,774 2,976,632 - -64- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 625 Heron Drive Bridgeport, NJ 180,226 913,440 1,093,666 605 Heron Drive Bridgeport, NJ 265,381 1,051,394 1,316,775 510 Heron Drive Bridgeport, NJ 790,335 7,977,296 8,767,631 522 Pedricktown Road Bridgeport, NJ 176,309 1,376,708 1,553,017 530 Pedricktown Road Bridgeport, NJ 350,813 1,931,324 2,282,138 540 Pedricktown Road Bridgeport, NJ 531,280 4,553,548 5,084,828 230 High Hill Road Bridgeport, NJ 1,418,000 8,866,156 10,284,156 3 Mallard Court Bridgeport, NJ 417,893 2,452,530 2,870,422 730 Cardinal Drive Bridgeport, NJ 576,598 1,817,480 2,394,078 405 Heron Drive Bridgeport, NJ 2,167,471 19,246,081 21,413,552 100 Eagle Road Bridgeport, NJ 256,491 1,452,245 1,708,736 250 High Hill Road Bridgeport, NJ 246,478 2,440,375 2,686,853 508 Center Square Road Bridgeport, NJ 453,341 3,459,188 3,912,528 602 Heron Drive Bridgeport, NJ 524,728 2,245,012 2,769,740 300 Eagle Court Bridgeport, NJ 1,135,989 1,879,429 3,015,418 500 Center Square Road Bridgeport, NJ 1,338,839 6,199,301 7,538,139 1001 Briggs Road Marlton, NJ 701,705 3,719,913 4,421,618 1960 Cuthbert Boulevard Cherry Hill, NJ 321,699 1,314,227 1,635,926 1970 Cuthbert Boulevard Cherry Hill, NJ 321,699 1,309,960 1,631,659 10000 & 11000 Route 73 Marlton, NJ 715,705 2,661,469 3,377,174 1655 Valley Center Parkway Bethlehem, PA 215,095 1,866,465 2,081,560 6560 Stonegate Drive Allentown, PA 437,122 2,332,118 2,769,240 6370 Hedgewood Drive Allentown, PA 515,707 3,021,875 3,537,582 6390 Hedgewood Drive Allentown, PA 670,819 2,537,540 3,208,359 1495 Valley Center Parkway Bethlehem, PA 258,014 3,762,641 4,020,655 6350 Hedgewood Drive Allentown, PA 370,318 3,233,153 3,603,471 6330 Hedgewood Drive Allentown, PA 499,720 4,262,061 4,761,781 1550 Valley Center Parkway Bethlehem, PA 188,320 3,171,216 3,359,536 1560 Valley Center Parkway Bethlehem, PA 229,301 3,888,876 4,118,177 6580 Snowdrift Road Allentown, PA 367,377 2,478,942 2,846,319 1510 Valley Center Parkway Bethlehem, PA 312,873 3,302,687 3,615,560 1530 Valley Center Parkway Bethlehem, PA 212,491 2,572,205 2,784,696 6540 Stonegate Drive Allentown, PA 422,730 3,597,076 4,019,806 974 Marcon Boulevard Allentown, PA 144,248 2,127,691 2,271,939 964 Marcon Street Allentown, PA 139,480 1,491,395 1,630,875 764 Roble Road Allentown, PA 141,746 793,490 935,236 3174 Airport Road Allentown, PA 98,986 1,105,398 1,204,384 2196 Avenue C Allentown, PA 107,307 1,195,585 1,302,892 2202 Hanger Place Allentown, PA 138,127 1,290,822 1,428,949 2201 Hanger Place Allentown, PA 129,142 1,407,561 1,536,703 954 Marcon Boulevard Allentown, PA 104,452 1,159,848 1,264,300 57 South Commerce Way Allentown, PA 395,459 2,959,489 3,354,948 754 Roble Road Allentown, PA 163,735 1,819,107 1,982,842 894 Marcon Boulevard Allentown, PA 118,304 1,076,272 1,194,576 744 Roble Road Allentown, PA 161,371 1,876,577 2,037,948 944 Marcon Boulevard Allentown, PA 119,711 1,589,180 1,708,891 1685 Valley Center Parkway Allentown, PA 198,482 2,096,656 2,295,138 6520 Stonegate Drive Allentown, PA 948,395 1,330,049 2,278,444 7437 Industrial Boulevard Allentown, PA 726,651 6,423,415 7,150,066 2041 Avenue C Allentown, PA 213,879 1,166,830 1,380,709 2124 Avenue C Allentown, PA 289,529 1,093,852 1,383,381 7339 Industrial Boulevard Allentown, PA 1,197,448 5,637,547 6,834,995 7384 Penn Drive Allentown, PA 652,118 2,699,588 3,351,706 7144 Daniels Drive Allentown, PA 1,579,169 6,578,363 8,157,532 7620 Cetronia Road Allentown, PA 1,093,724 4,023,482 5,117,206 939 Marcon Boulevard Allentown, PA 2,220,548 5,258,261 7,478,809 100 Brodhead Road Allentown, PA 429,456 3,099,891 3,529,347 1455 Valley Center Parkway Bethlehem, PA 545,173 3,760,041 4,305,214 1640 Valley Center Parkway Bethlehem, PA 190,728 2,580,591 2,771,319 1650 Valley Center Parkway Allentown, PA 188,896 2,390,469 2,579,365 1660 Valley Center Parkway Bethlehem, PA 188,721 2,230,021 2,418,742 400 Nestle Way Allentown, PA 8,184,096 26,296,091 34,480,187 83 South Commerce Way Bethlehem, PA 212,744 1,017,143 1,229,887 85 South Commerce Way Bethlehem, PA 237,078 1,068,965 1,306,043 87 South Commerce Way Bethlehem, PA 253,886 1,138,811 1,392,696 89 South Commerce Way Bethlehem, PA 368,019 1,881,150 2,249,169 7339 Industrial Boulevard Allentown, PA 2,670,673 13,988,804 16,659,477 95 Highland Avenue Bethlehem, PA 430,593 3,482,516 3,913,109 236 Brodhead Road Bethlehem, PA 376,962 4,697,544 5,074,506 6620 Grant Way Allentown, PA 430,824 1,922,261 2,353,085 700 Nestle Way Allentown, PA 4,174,970 16,139,519 20,314,489 7562 Penn Drive Allentown, PA 269,614 922,920 1,192,534 7277 Williams Avenue Allentown, PA 463,124 1,562,858 2,025,981 7355 Williams Avenue Allentown, PA 489,749 1,769,932 2,259,682 794 Roble Boulevard Allentown, PA 1,147,541 6,144,447 7,291,988 6923 Schantz Spring Road Allentown, PA 1,127,805 3,347,397 4,475,202 2600 Beltline Avenue Reading, PA 558,903 2,247,326 2,806,229 7132 Daniels Drive Allentown, PA 1,696,470 7,126,040 8,822,510 3985 Adler Place Bethlehem, PA 705,367 4,062,547 4,767,914 12000,001,040 Indian Creek Court Beltsville, MD 2,665,835 10,583,308 13,249,143 8280 Patuxent Range Drive Columbia, MD 181,601 1,297,559 1,479,160 7178-80 Columbia Gateway Columbia, MD 1,571,105 5,188,568 6,759,673 8730 Bollman Place Columbia, MD 626,269 4,652,665 5,278,934 9770 Patuxent Woods Drive Columbia, MD 341,663 3,043,617 3,385,280 9780 Patuxent Woods Drive Columbia, MD 218,542 1,947,234 2,165,775 9790 Patuxent Woods Drive Columbia, MD 243,791 2,175,748 2,419,539 9810 Patuxent Woods Drive Columbia, MD 266,684 2,374,941 2,641,625 9800 Patuxent Woods Drive Columbia, MD 299,099 2,662,092 2,961,191 9820 Patuxent Woods Drive Columbia, MD 237,779 2,119,587 2,357,366 9830 Patuxent Woods Drive Columbia, MD 296,262 2,642,407 2,938,669 - -65- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 9050 Red Branch Road Columbia, MD 290,950 2,584,575 2,875,525 4606 Richlynn Drive Belcamp, MD 299,600 1,828,689 2,128,289 8945-8975 Guilford Columbia, MD 2,427,065 7,506,413 9,933,478 7317 Parkway Drive Hanover, MD 1,104,359 1,959,967 3,064,327 180,190 Cochrane Drive Annapolis, MD 3,752,293 16,052,461 19,804,754 9101,9111,9115 Guilford Road Columbia, MD 765,953 3,324,727 4,090,680 9125,9135,9145 Guilford Road Columbia, MD 920,439 5,766,475 6,686,914 10 South Third Street Richmond, VA 27,970 173,381 201,351 1751 Bluehills Drive Roanoke, VA 1,063,728 8,602,628 9,666,356 4300 Carolina Avenue Richmond, VA 2,009,136 15,337,786 17,346,923 301 Hill Carter Parkway Richmond, VA 659,456 4,899,214 5,558,670 4001 Carolina Avenue Richmond, VA 29,443 248,597 278,040 5600-5626 Eastport Boulevard Richmond, VA 489,941 3,775,241 4,265,182 5650-5674 Eastport Boulevard Richmond, VA 644,384 4,161,431 4,805,815 5700 Eastport Boulevard Richmond, VA 408,729 2,740,967 3,149,696 11020 Hull Street Road Richmond, VA 139,887 646,199 786,086 3432 Holland Road Virginia Beach, VA 173,527 801,603 975,130 4880 Cox Road Richmond, VA 743,898 5,664,973 6,408,871 5162 Valleypointe Parkway Roanoke, VA 551,483 2,647,549 3,199,032 4101- 4127 Carolina Avenue Richmond, VA 310,854 2,336,735 2,647,589 4201-4261 Carolina Avenue Richmond, VA 693,203 5,263,166 5,956,369 4263-4299 Carolina Avenue Richmond, VA 256,203 3,219,117 3,475,320 4301-4335 Carolina Avenue Richmond, VA 223,696 1,757,039 1,980,735 4337-4379 Carolina Avenue Richmond, VA 325,203 2,803,892 3,129,095 4501-4549 Carolina Avenue Richmond, VA 486,166 3,696,144 4,182,310 4551-4593 Carolina Avenue Richmond, VA 474,360 3,572,034 4,046,394 4601-4643 Carolina Avenue Richmond, VA 652,455 5,069,392 5,721,847 4645-4683 Carolina Avenue Richmond, VA 404,616 3,764,829 4,169,445 4447-4491 Carolina Avenue Richmond, VA 454,056 2,802,016 3,256,072 4401-4445 Carolina Avenue Richmond, VA 615,038 4,595,165 5,210,203 12 S. Third Street Richmond, VA 40,539 190,807 231,346 9601 Cosner Drive Fredericksburg, VA 476,262 4,068,416 4,544,678 315 Cardiff Valley Road Knoxville, TN 443,305 2,993,390 3,436,695 2300 East Parham Road Richmond, VA 221,947 1,025,269 1,247,216 1347 Diamond Springs Road Virginia Beach, VA 436,898 3,363,431 3,800,329 5221 Valleypark Drive - Bldg A Roanoke, VA 285,008 1,222,705 1,507,713 5228 Valleypointe Parkway - Bldg B Roanoke, VA 218,663 893,497 1,112,160 5238 Valleypark Drive - Bldg C Roanoke, VA 416,375 1,988,562 2,404,937 5601-5659 Eastport Boulevard Richmond, VA 720,100 5,175,570 5,895,670 5900 Eastport Boulevard Richmond, VA 687,898 5,755,857 6,443,756 4717-4729 Eubank Road Richmond, VA 452,263 3,383,656 3,835,919 5251 Concourse Drive Roanoke, VA 217,690 1,571,429 1,789,119 4263F Carolina Avenue Richmond, VA 91,599 1,622,673 1,714,273 4200 Oakleys Court Richmond, VA 459,653 2,500,932 2,960,585 1821 Battery Dantzler Road Richmond, VA 392,332 3,061,807 3,454,139 5000 Cox Road Glen Allen, VA 771,029 3,710,943 4,481,972 510 Eastpark Court Richmond, VA 262,210 2,147,223 2,409,433 520 Eastpark Court Richmond, VA 486,598 4,134,861 4,621,459 13001 Kingston Avenue Chester, VA 376,700 2,002,994 2,379,694 5701-5799 Eastport Boulevard Richmond, VA 700,503 5,081,400 5,781,902 4801 Cox Road Richmond, VA 1,075,620 8,834,943 9,910,563 600 Liberty Way Richmond, VA 501,752 7,820,637 8,322,388 500 Liberty Way Richmond, VA 491,919 6,509,959 7,001,878 4198 Cox Road Glen Allen, VA 670,292 3,864,336 4,534,628 5310 Valley Park Drive Roanoke, VA 129,220 1,131,468 1,260,688 4510 Cox Road Glen Allen, VA 1,010,044 7,534,375 8,544,420 2809 South Lynnhaven Road Virginia Beach, VA 953,590 6,462,015 7,415,605 200 Golden Oak Court Virginia Beach, VA 1,116,693 6,945,801 8,062,493 208 Golden Oak Court Virginia Beach, VA 965,177 6,843,444 7,808,621 1 Enterprise Parkway Hampton, VA 974,675 5,746,206 6,720,881 22 Enterprise Parkway Hampton, VA 1,097,368 6,976,899 8,074,267 484 Viking Drive Virginia Beach, VA 891,753 3,695,316 4,587,068 10430 Lakeridge Parkway Richmond, VA 421,267 3,828,314 4,249,581 10456 Lakeridge Parkway Richmond, VA 409,261 3,723,757 4,133,017 3829-3855 Gaskins Road Richmond, VA 364,165 3,269,288 3,633,454 629 Phoenix Drive Virginia Beach, VA 371,694 2,125,063 2,496,757 11838 Rock Landing Drive Newport News, VA 673,942 2,170,944 2,844,885 11844 Rock Landing Drive Newport News, VA 326,774 1,423,323 1,750,097 11846 Rock Landing Drive Newport News, VA 299,066 1,450,554 1,749,620 5700 Cleveland Street Virginia Beach, VA 700,564 9,802,375 10,502,940 4523 Green Point Drive High Point, NC 223,614 2,023,770 2,247,384 4501 Green Point Drive High Point, NC 320,450 2,232,484 2,552,934 4500 Green Point Drive High Point, NC 231,692 2,014,449 2,246,141 2427 Penny Road High Point, NC 1,168,074 6,184,618 7,352,692 4524 Green Point Drive High Point, NC 183,888 2,103,328 2,287,216 4328, 4336 Federal Drive High Point, NC 825,092 7,376,106 8,201,198 200 Centreport Drive Greensboro, NC 332,017 4,028,344 4,360,361 4344 Federal Drive High Point, NC 173,623 2,634,469 2,808,092 202 Centreport Drive Greensboro, NC 549,679 5,538,064 6,087,743 101 Centreport Drive Greensboro, NC 826,237 6,566,166 7,392,403 4000 Piedmont Parkway High Point, NC 597,368 5,015,701 5,613,069 4380 Federal Drive High Point, NC 283,368 2,887,330 3,170,698 4388 Federal Drive High Point, NC 132,655 1,125,699 1,258,354 6532 Judge Adams Road Rock Creek, NC 399,988 3,444,180 3,844,168 3860 Faber Place N. Charleston, SC 796,655 2,074,232 2,870,887 4055 Faber Place N. Charleston, SC 882,352 4,838,055 5,720,407 3820 Faber Place N. Charleston, SC 506,558 2,427,911 2,934,469 3875 Faber Place N. Charleston, SC 1,166,052 5,701,327 6,867,379 440 Knox Abbott Drive Cayce, SC 576,767 3,600,511 4,177,278 150 Ridgeview Center Drive Duncan, SC 711,353 8,070,965 8,782,318 - -66- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 1320 Garlington Road Greenville, SC 398,539 1,817,314 2,215,853 420 Park Avenue Greenville, SC 522,548 3,291,229 3,813,777 1 Alliance Drive Goose Creek, SC 662,422 1,714,203 2,376,625 111 Southchase Boulevard Fountain Inn, SC 499,065 5,012,981 5,512,046 300 International Boulevard Fountain Inn, SC 180,560 639,821 820,381 4160 Mendenhall Oaks Parkway High Point, NC 545,627 2,848,724 3,394,351 1208 Eastchester Drive High Point, NC 487,209 4,377,628 4,864,837 7720 Mendenhall Oaks Parkway High Point, NC 2,041,816 16,576,164 18,617,980 One Independence Pointe Greenville, SC 784,617 6,349,966 7,134,583 55 Beattie Place Greenville, SC 2,645,238 23,801,929 26,447,167 75 Beattie Place Greenville, SC 2,408,577 17,607,202 20,015,779 7736 McCloud Road Greensboro, NC 591,795 6,047,259 6,639,054 15 Brendan Way Greenville, SC 614,192 3,013,684 3,627,876 200 Meeting Street Charleston, SC 4,027,428 30,261,967 34,289,395 7500 West 110th Street Overland Park, KS 2,380,493 9,660,218 12,040,710 8035 Quivira Road Lenexa, KS 1,180,181 4,737,971 5,918,152 4300 Federal Drive High Point, NC 276,038 1,590,008 1,866,045 1730 Stebbins Drive Houston, TX 144,016 412,656 556,672 5911-5925 Richard Street Jacksonville, FL 286,335 497,306 783,641 8383-8385 Baycenter Road Jacksonville, FL 65,329 610,694 676,023 8775 Baypine Road Jacksonville, FL 913,264 3,136,335 4,049,599 8539 Western Way Jacksonville, FL 631,558 2,868,955 3,500,513 6255 Lake Gray Boulevard Jacksonville, FL 811,963 3,294,676 4,106,639 6600-6660 Suemac Place Jacksonville, FL 216,014 1,889,564 2,105,578 6800-6850 Suemac Place Jacksonville, FL 125,576 973,671 1,099,247 8665,8667,8669 Baypine Road Jacksonville, FL 1,023,514 3,867,879 4,891,393 8540 Baycenter Road Jacksonville, FL 450,431 1,366,708 1,817,139 1200 Riverplace Boulevard Jacksonville, FL 1,035,091 16,921,672 17,956,763 8400 Baymeadows Way Jacksonville, FL 566,370 2,323,521 2,889,891 8614 Baymeadows Way Jacksonville, FL 312,761 1,088,410 1,401,171 5941-5975 Richard Street Jacksonville, FL 585,280 1,111,567 1,696,847 7970 Bayberry Road Jacksonville, FL 129,979 1,247,176 1,377,155 6000-6030 Bowdendale Avenue Jacksonville, FL 275,475 1,592,174 1,867,649 7898 Baymeadows Way Jacksonville, FL 568,005 1,966,127 2,534,132 5977-6607 Richard Street Jacksonville, FL 182,747 1,562,967 1,745,714 7910 & 7948 Baymeadows Way Jacksonville, FL 211,449 2,678,001 2,889,450 7954 & 7960 Baymeadows Way Jacksonville, FL 292,667 2,978,826 3,271,493 8787 Baypine Road Jacksonville, FL 2,045,574 35,636,694 37,682,268 7077 Bonneval Road Jacksonville, FL 774,020 6,790,046 7,564,066 4190 Belfort Road Jacksonville, FL 827,420 7,376,690 8,204,110 8011, 8021, 8031 Phillips Highway Jacksonville, FL 628,437 4,399,299 5,027,736 7020 AC Skinner Parkway Jacksonville, FL 749,811 2,102,798 2,852,609 7040 AC Skinner Parkway Jacksonville, FL 853,981 2,962,115 3,816,095 11777 Central Highway Jacksonville, FL 192,004 2,255,323 2,447,327 4345 Southpoint Parkway Jacksonville, FL 418,093 7,676,883 8,094,976 7016 AC Skinner Parkway Jacksonville, FL 602,633 2,320,994 2,923,626 7018 AC Skinner Parkway Jacksonville, FL 846,433 4,075,649 4,922,082 6620 Southpoint Drive Jacksonville, FL 614,602 4,573,339 5,187,941 7980 Bayberry Road Jacksonville, FL 330,726 1,358,258 1,688,984 9600 Satellite Boulevard Orlando, FL 252,850 1,311,297 1,564,147 9700 Satellite Boulevard Orlando, FL 405,362 1,158,784 1,564,146 1902 Cypress Lake Drive Orlando, FL 538,512 3,719,031 4,257,543 8250 & 8256 Exchange Place Orlando, FL 622,413 2,561,747 3,184,160 6600 Southpoint Parkway Jacksonville, FL 1,002,704 4,074,170 5,076,875 6700 Southpoint Parkway Jacksonville, FL 624,214 3,202,897 3,827,111 4801 Executive Park Court - 100 Jacksonville, FL 554,542 2,993,728 3,548,270 4801 Executive Park Court - 200 Jacksonville, FL 370,039 1,995,543 2,365,582 4810 Executive Park Court Jacksonville, FL 370,039 3,045,294 3,415,333 6602 Executive Park Court - 100 Jacksonville, FL 388,541 2,151,563 2,540,104 6602 Executive Park Court - 200 Jacksonville, FL 296,032 1,596,329 1,892,361 6631 Executive Park Court - 100 Jacksonville, FL 251,627 1,356,835 1,608,462 6631 Executive Park Court - 200 Jacksonville, FL 407,043 2,203,872 2,610,915 4815 Executive Park Court - 100 Jacksonville, FL 366,339 1,975,371 2,341,710 4815 Executive Park Court - 200 Jacksonville, FL 462,549 2,511,490 2,974,039 4825 Executive Park Court Jacksonville, FL 601,314 3,242,455 3,843,769 4820 Executive Park Court Jacksonville, FL 555,213 3,108,140 3,663,353 10511 & 10611 Satellite Boulevard Orlando, FL 522,992 2,647,328 3,170,319 1400-1440 Central Florida Parkway Orlando, FL 518,043 2,597,853 3,115,896 6601 Executive Park Circle North Jacksonville, FL 551,250 3,129,001 3,680,251 1300 Riverplace Boulevard Jacksonville, FL 1,804,258 7,977,558 9,781,815 4901 Belfort Land Jacksonville, FL 877,964 4,232,351 5,110,315 16445 Air Center Boulevard Houston, TX 363,339 2,509,768 2,873,107 16405 Air Center Boulevard Houston, TX 438,853 3,031,557 3,470,410 2216 Directors Row Orlando, FL 453,918 2,572,471 3,026,389 7460 Chancellor Drive Orlando, FL 266,555 1,134,415 1,400,970 1901 Summit Tower Boulevard Maitland, FL 6,083,206 12,694,184 18,777,390 3701-3727 Vineland Road Orlando, FL 767,929 2,142,820 2,910,749 4001,4051,4101 Fowler Avenue Tampa, FL 1,321,109 4,730,668 6,051,777 5501-5502 Pioneer Park Boulevard Tampa, FL 262,416 1,663,042 1,925,458 5690-5694 Crenshaw Street Tampa, FL 181,923 1,955,330 2,137,253 3102,3104,3110 Cherry Palm Drive Tampa, FL 503,767 2,863,258 3,367,025 8401-8408 Benjamin Road Tampa, FL 789,652 4,682,071 5,471,723 3501 Riga Boulevard Tampa, FL 617,289 3,232,964 3,850,254 111 Kelsey Lane Tampa, FL 359,540 1,626,176 1,985,715 7930, 8010-20 Woodland Center Tampa, FL 1,408,478 5,405,935 6,814,413 7920 Woodland Center Boulevard Tampa, FL 1,382,648 2,849,780 4,232,428 8154-8198 Woodland Center Boulevard Tampa, FL 399,088 2,881,346 3,280,434 8112-42 Woodland Center Boulevard Tampa, FL 513,263 3,234,839 3,748,102 8212 Woodland Center Boulevard Tampa, FL 820,882 2,336,931 3,157,813 131 Kelsey Lane Tampa, FL 559,528 4,418,761 4,978,289 - -67- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 7724 Woodland Center Boulevard Tampa, FL 235,894 2,094,259 2,330,153 8921 Brittany Way Tampa, FL 254,493 1,914,169 2,168,662 5250 Eagle Trail Drive Tampa, FL 952,860 3,457,117 4,409,977 1701 Clint Moore Boulevard Boca Raton, FL 1,430,937 3,083,352 4,514,289 4555 Riverside Drive Beach Gardens, FL 806,405 5,797,871 6,604,276 2500 Metrocentre Boulevard West Palm Beach, FL 238,362 1,555,326 1,793,688 2540 Metrocentre Boulevard West Palm Beach, FL 165,071 1,091,266 1,256,337 2541 Metrocentre Boulevard West Palm Beach, FL 145,091 947,524 1,092,615 2580 Metrocentre Boulevard West Palm Beach, FL 256,478 1,673,173 1,929,651 2581 Metrocentre Boulevard West Palm Beach, FL 189,359 1,235,346 1,424,705 1101 Northpoint Parkway West Palm Beach, FL 258,606 1,510,046 1,768,653 3223 Commerce Place West Palm Beach, FL 501,843 2,032,693 2,534,536 801 Northpoint Parkway West Palm Beach, FL 459,284 2,604,996 3,064,280 5410 - 5430 Northwest 33rd Avenue Ft. Lauderdale, FL 625,110 4,257,730 4,882,841 6500 NW 12th Avenue Ft. Lauderdale, FL - 3,080,124 3,080,124 6600 NW 12th Avenue Ft. Lauderdale, FL - 3,085,808 3,085,808 1500 SW 5th Court Pompano Beach, FL 972,232 3,897,245 4,869,476 1651 SW 5th Court Pompano Beach, FL 203,247 820,608 1,023,856 1601 SW 5th Court Pompano Beach, FL 203,247 861,598 1,064,846 1501 SW 5th Court Pompano Beach, FL 203,247 821,228 1,024,475 1400 SW 6th Court Pompano Beach, FL 1,157,049 4,661,855 5,818,905 1405 SW 6th Court Pompano Beach, FL 392,138 1,575,303 1,967,441 595 SW 13th Terrace Pompano Beach, FL 359,933 1,440,922 1,800,855 601 SW 13th Terrace Pompano Beach, FL 164,413 665,701 830,113 605 SW 16th Terrace Pompano Beach, FL 310,178 1,239,970 1,550,148 2440-2478 Metrocentre Bouulevard West Palm Beach, FL 470,214 2,148,494 2,618,708 951 Broken Sound Parkway Boca Raton, FL 1,426,251 6,199,579 7,625,830 3400 Lakeside Drive Miramar, FL 2,022,153 11,650,276 13,672,429 3450 Lakeside Drive Miramar, FL 2,022,152 11,461,805 13,483,957 13650 NW 8th Street Sunrise, FL 558,223 2,189,521 2,747,744 13630 NW 8th Street Sunrise, FL 659,797 2,715,086 3,374,883 777 Yamato Road Boca Raton, FL 4,101,247 16,079,071 20,180,317 1801 Clint Moore Boulevard. Boca Raton, FL 1,065,068 4,540,676 5,605,744 6601-6625 W. 78th Street Bloomington, MN 2,310,246 38,463,739 40,773,985 2905 Northwest Boulevard Plymouth, MN 516,920 5,130,740 5,647,660 2800 Campus Drive Plymouth, MN 395,366 3,700,188 4,095,554 2955 Xenium Lane Plymouth, MN 151,238 1,443,390 1,594,628 9401-9443 Science Center Drive New Hope, MN 509,272 3,940,715 4,449,987 6321-6325 Bury Drive Eden Prairie, MN 462,876 4,167,183 4,630,059 7115-7173 Shady Oak Road Eden Prairie, MN 454,974 4,197,181 4,652,155 7660-7716 Golden Triangle Drive Eden Prairie, MN 724,615 5,630,987 6,355,602 7400 Flying Cloud Drive Eden Prairie, MN 195,982 1,780,705 1,976,687 330 Second Avenue Minneapolis, MN 2,169,548 13,916,793 16,086,341 10301-10305 West 70th Street Eden Prairie, MN 118,300 1,159,143 1,277,443 10321 West 70th Street Eden Prairie, MN 142,399 1,339,499 1,481,898 10333 West 70th Street Eden Prairie, MN 108,610 1,024,728 1,133,338 10349-10357 West 70th Street Eden Prairie, MN 270,584 2,743,044 3,013,628 10365-10375 West 70th Street Eden Prairie, MN 285,464 2,775,451 3,060,915 10393-10394 West 70th Street Eden Prairie, MN 264,419 2,653,723 2,918,142 7078 Shady Oak Road Eden Prairie, MN 336,481 3,094,097 3,430,578 5600 & 5610 Rowland Road Minnetonka, MN 829,263 7,456,931 8,286,194 2920 Northwest Boulevard Plymouth, MN 384,236 4,092,849 4,477,084 5400-5500 Feltl Road Minnetonka, MN 883,895 8,116,246 9,000,141 10300 Bren Road Minnetonka, MN 344,614 3,287,341 3,631,955 14630-14650 28th Avenue North Plymouth, MN 198,205 1,844,351 2,042,556 7695-7699 Anagram Drive Eden Prairie, MN 760,525 3,279,886 4,040,411 7550 Meridian Circle Maple Grove, MN 513,250 2,911,252 3,424,502 2800 Northwest Boulevard Plymouth, MN 1,934,438 10,958,435 12,892,873 3255 Neil Armstrong Boulevard Eagan, MN 1,131,017 3,308,121 4,439,138 4801 West 81st Street Bloomington, MN 1,624,701 2,526,789 4,151,490 8100 Cedar Avenue Bloomington, MN 501,313 3,698,687 4,200,000 9600 54th Avenue Plymouth, MN 332,317 3,110,079 3,442,396 7800 Equitable Drive Eden Prairie, MN 2,188,525 3,789,047 5,977,572 7905 Fuller Road Eden Prairie, MN 1,229,862 4,090,378 5,320,240 26911-26957 Northwestern Highway Southfield, MI 11,305,367 67,228,569 78,533,936 1650 Research Drive Troy, MI 763,067 7,257,430 8,020,497 1775 Research Drive Troy, MI 331,422 2,827,696 3,159,119 1875 Research Drive Troy, MI 329,863 2,813,607 3,143,469 1850 Research Drive Troy, MI 781,054 7,478,880 8,259,934 1965 Research Drive Troy, MI 419,090 3,619,839 4,038,929 1960 Research Drive Troy, MI 419,146 3,626,009 4,045,155 27260 Haggerty Road Farmington Hills, MI 456,877 4,123,929 4,580,806 27200 Haggerty Road Farmington Hills, MI 382,754 3,461,854 3,844,608 27280 Haggerty Road Farmington Hills, MI 452,860 4,083,859 4,536,718 27220 Haggerty Road Farmington Hills, MI 203,064 1,820,727 2,023,791 27240 Haggerty Road Farmington Hills, MI 171,518 1,535,463 1,706,981 27300 Haggerty Road Farmington Hills, MI 370,378 3,386,000 3,756,378 1101 Allen Drive Troy, MI 98,148 902,924 1,001,072 1151 Allen Drive Troy, MI 164,487 1,501,015 1,665,501 1300 Rankin Street Troy, MI 134,094 1,236,789 1,370,882 1350 Rankin Street Troy, MI 111,780 1,033,236 1,145,016 1376-1400 Rankin Street Troy, MI 134,296 1,278,858 1,413,154 1352-1374 Rankin Street Troy, MI 153,279 1,412,506 1,565,785 1324-1346 Rankin Street Troy, MI 134,094 1,221,292 1,355,385 1301-1307 Rankin Street Troy, MI 111,780 1,026,782 1,138,561 1409 Allen Drive Troy, MI 142,374 1,359,707 1,502,080 1304 E. Maple Road Troy, MI 211,237 2,191,442 2,402,679 1334 Maplelawn Road Troy, MI 124,300 1,123,622 1,247,922 1290 Maplelawn Road Troy, MI 85,325 830,435 915,759 1070 Maplelawn Road Troy, MI 68,564 661,264 729,828 - -68- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 950 Maplelawn Road Troy, MI 252,433 2,289,503 2,541,936 894 Maplelawn Road Troy, MI 181,753 1,649,509 1,831,262 1179 Maplelawn Road Troy, MI 87,849 846,745 934,594 1940 Norwood Drive Troy, MI 86,840 792,180 879,019 1311-1331 Maplelawn Road Troy, MI 125,411 1,139,798 1,265,208 2354 Bellingham Street Troy, MI 87,344 802,467 889,811 2360 Bellingham Street Troy, MI 87,344 800,677 888,021 1911 Ring Drive Troy, MI 86,133 789,722 875,854 26442-26450 Haggerty Road Farmington Hills, MI 237,691 2,157,608 2,395,299 26500 Haggerty Road Farmington Hills, MI 311,097 2,827,122 3,138,219 26650 Haggerty Road Farmington Hills, MI 173,170 1,575,274 1,748,444 26700 Haggerty Road Farmington Hills, MI 253,342 2,299,784 2,553,125 26750 Haggerty Road Farmington Hills, MI 292,721 2,665,536 2,958,256 26800 Haggerty Road Farmington Hills, MI 175,493 1,595,780 1,771,273 26842-26850 Haggerty Road Farmington Hills, MI 239,610 2,174,440 2,414,050 50 West Big Bear Road Troy, MI 2,159,678 19,624,586 21,784,264 100 West Big Bear Road Troy, MI 2,113,006 19,124,948 21,237,953 245 Executive Drive Brookfield, WI 577,067 5,316,208 5,893,275 8301 West Parkland Court Milwaukee, WI 358,442 3,244,661 3,603,102 4701 West Schroeder Drive Brown Deer, WI 300,385 2,733,579 3,033,964 4555 West Schroeder Drive Brown Deer, WI 401,290 3,975,282 4,376,572 32991 Hamilton Court Farmington Hills, MI 1,065,392 3,627,675 4,693,068 7800 N. 113th Street Milwaukee, WI 1,711,964 6,880,112 8,592,076 2475-2479 Elliot Avenue Troy, MI 128,808 516,980 645,787 32661 Edward Avenue Madison Heights, MI 378,838 2,334,604 2,713,442 32701 Edward Avenue Madison Heights, MI 340,398 1,367,820 1,708,218 32751 Edward Avenue Madison Heights, MI 151,410 928,877 1,080,287 32853 Edward Avenue Madison Heights, MI 138,121 836,703 974,824 555 East Mandoline Avenue Madison Heights, MI 140,862 800,917 941,779 599 East Mandoline Avenue Madison Heights, MI 132,164 682,284 814,449 749 East Mandoline Avenue Madison Heights, MI 144,658 708,968 853,626 750 East Mandoline Avenue Madison Heights, MI 151,458 742,062 893,521 900 East Mandoline Avenue Madison Heights, MI 157,729 772,787 930,516 949 East Mandoline Avenue Madison Heights, MI 137,049 779,239 916,288 32390-32400 Howard Avenue Madison Heights, MI 148,582 596,506 745,088 32090 John R. Road Madison Heights, MI 70,351 405,861 476,212 31601 Research Park Drive Madison Heights, MI 331,179 1,883,931 2,215,110 31651 Research Park Drive Madison Heights, MI 194,012 1,102,708 1,296,720 31700 Research Park Drive Madison Heights, MI 373,203 1,828,295 2,201,498 31701 Research Park Drive Madison Heights, MI 185,845 1,110,294 1,296,139 31751 Research Park Drive Madison Heights, MI 194,063 1,301,553 1,495,617 31800 Research Park Drive Madison Heights, MI 217,929 1,603,256 1,821,186 800 Tech Row Madison Heights, MI 444,977 2,991,132 3,436,110 900 Tech Row Madison Heights, MI 155,606 884,746 1,040,351 1000 Tech Row Madison Heights, MI 357,897 2,629,886 2,987,783 31771 Sherman Avenue Madison Heights, MI 150,944 645,820 796,764 31791 Sherman Avenue Madison Heights, MI 105,606 650,505 756,111 31811 Sherman Avenue Madison Heights, MI 207,599 1,180,373 1,387,972 31831 Sherman Avenue Madison Heights, MI 158,483 901,104 1,059,586 31900 Sherman Avenue Madison Heights, MI 269,293 1,805,722 2,075,015 800 East Whitcomb Avenue Madison Heights, MI 151,704 1,295,565 1,447,269 950 East Whitcomb Avenue Madison Heights, MI 113,630 2,164,653 2,278,283 1000 East Whitcomb Avenue Madison Heights, MI 113,512 1,061,531 1,175,043 1100 East Whitcomb Avenue Madison Heights, MI 135,152 832,983 968,135 1201 East Whitcomb Avenue Madison Heights, MI 302,567 1,215,920 1,518,487 1210 East Whitcomb Avenue Madison Heights, MI 121,298 329,592 450,890 1260 Kempar Avenue Madison Heights, MI 78,720 387,696 466,416 1280 Kempar Avenue Madison Heights, MI 142,305 540,905 683,210 1001 East Lincoln Avenue Madison Heights, MI 479,874 2,055,224 2,535,098 1201 East Lincoln Avenue Madison Heights, MI 710,614 2,142,950 2,853,564 22515 Heslip Drive Madison Heights, MI 144,477 338,850 483,327 8400 Lakeview Parkway Pleasant Prairie, WI 892,146 4,032,120 4,924,266 8401 Lakeview Parkway Pleasant Prairie, WI 649,631 3,462,443 4,112,074 9801 80th Avenue Pleasant Prairie, WI 1,692,077 7,947,278 9,639,355 50 Gibson Drive West Malling, UK 0 3,717,031 3,717,031 25 Kings Hill Avenue West Malling, UK 1,345,194 7,895,176 9,240,370 2 Kings Hill Avenue West Malling, UK 889,039 5,349,352 6,238,391 50 Kings Hill Avenue West Malling, UK 1,383,301 12,536,713 13,920,014 10 Kings Hill Avenue West Malling, UK 1,028,202 6,400,331 7,428,534 -------------- -------------- -------------- Subtotal Operating Properties $366,853,030 $2,378,271,941 $2,745,124,972 ============== ============== ==============
- -69-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- DEVELOPMENT IN PROGRESS 45 Liberty Boulevard Malvern, PA $ 4,749,747 $ 7,228,901 $ 11,978,649 3 Franklin Plaza Philadelphia, PA 2,514,519 15,693,665 18,208,184 2500 Renaissance Boulevard King of Prussia, PA 592,737 2,140,665 2,733,402 2300 Renaissance Boulevard King of Prussia, PA 574,004 1,415,780 1,989,784 2100 Renaissance Boulevard King of Prussia, PA 1,132,519 4,223,337 5,355,857 4 Walnut Grove Horsham, PA 2,515,115 7,678,725 10,193,840 PNC Bank - Phase II Construction Philadelphia, PA - 4,728,357 4,728,357 600 Chesterfield Parkway Malvern, PA 2,037,813 3,553,848 5,591,660 700 Chesterfield Parkway Malvern, PA 2,037,813 2,929,001 4,966,814 2520 Renaissance Boulevard King of Prussia, PA 1,020,000 174,503 1,194,503 201 Berkeley Drive Bridgeport, NJ 514,243 3,667,109 4,181,351 300 Commodore Drive Bridgeport, NJ 723,369 4,766,125 5,489,494 1020 Briggs Road Land Mt. Laurel, NJ 578,443 627,477 1,205,920 800 Arlington Boulevard Logan, NJ 1,687,500 596,860 2,284,360 1525 Valley Center Parkway Allentown, PA 804,104 5,294,434 6,098,538 Lehigh Valley West Land - Lot 4 Upper Macungie, PA 3,720,118 3,055,681 6,775,799 5500 Cox Road Richmond, VA 483,263 2,086,464 2,569,728 701 Liberty Way Richmond, VA 545,275 3,975,055 4,520,330 5305 Valley Park Drive Roanoke, VA 232,074 1,670,235 1,902,309 530 Eastpark Court Richmond, VA 333,597 2,299,010 2,632,607 801 Liberty Way Richmond, VA 780,000 4,730,570 5,510,570 6532 Judge Adams Road Whitsett, NC 335,061 3,605,667 3,940,728 4194 Mendenhall Oaks Parkway High Point, NC 265,991 1,947,087 2,213,078 4196 Mendenhall Oaks Parkway High Point, NC 173,889 1,505,927 1,679,816 4170 Mendenhall Oaks Parkway High Point, NC 372,953 1,473,727 1,846,680 4180 Mendenhall Oaks Parkway High Point, NC 315,064 1,405,146 1,720,210 3955 Faber Place Charleston, SC 382,890 2,023,367 2,406,256 7014 AC Skinner Parkway Jacksonville, FL 780,486 2,139,813 2,920,299 9550 Satellite Boulevard Orlando, FL 587,320 1,978,759 2,566,079 Butler Plaza Jacksonville, FL 1,299,201 2,318,280 3,617,481 7802-50 Woodland Center Boulevard Tampa, FL 357,428 2,291,474 2,648,902 7852-98 Woodland Center Boulevard Tampa, FL 357,428 2,318,736 2,676,164 7725 Woodland Center Boulevard Tampa, FL 557,828 2,092,522 2,650,350 8001 Woodland Center Boulevard Tampa, FL 352,213 1,003,018 1,355,230 4630 Woodland Corporate Boulevard Tampa, FL 943,169 749,925 1,693,094 Silo Bend 12 Tampa, FL 654,259 462,544 1,116,803 Huntington Square Land Miramar, FL 2,980,848 9,155,743 12,136,592 10400 Southwest Crossing Eden Prairie, MN 2,938,372 18,347,485 21,285,857 9023 Columbine Road Eden Prairie, MN 1,956,273 920,540 2,876,813 West Tech Park Land (Lot B) Farmington Hills, MI 537,047 871,611 1,408,658 West Tech Park Land (Lot C) Farmington Hills, MI 534,558 868,708 1,403,265 30 Tower View West Malling, UK 1,666,055 9,308,600 10,974,655 35 Kings Hill Avenue West Malling, UK 816,474 2,794,039 3,610,513 39 Kings Hill Avenue West Malling, UK 600,739 2,779,775 3,380,514 18 Kings Hill Avenue West Malling, UK 1,382,042 3,940,752 5,322,793 ------------ -------------- -------------- Subtotal Development in Progress $ 48,723,840 $ 158,839,045 $ 207,562,885 ============ ============== ==============
- -70-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- LAND HELD FOR DEVELOPMENT Gwynedd North Bus Camp Land Lansdale, PA $ 260,415 $ - $ 260,415 Three Country View Road Malvern, PA - 6,177 6,177 550 Lapp Road Malvern, PA - 2,575 2,574 Cedar Hollow Road Land Malvern, PA - - - Walnut Grove Land Horsham, PA 1,589,448 - 1,589,448 35 Liberty Boulevard Land Malvern, PA - - - Great Valley Land Malvern, PA 1,589,979 - 1,589,979 10 Matthews Rd South Land Malvern, PA 608,995 - 608,995 Renaissance Park Land King of Prussia, PA 4,121,341 467,944 4,589,285 Swedes Run Business Park Land Delran, NJ 1,615,405 - 1,615,405 Marlton Crossing Land Marlton, NJ 297,913 10,749 308,662 Commodore Business Park Logan Twp., NJ 3,343,747 20,451 3,364,198 Boulden Land New Castle, DE 1,560 - 1,560 Marlton Executive Park Land Marlton, NJ 765,862 - 765,862 1015 Briggs Road Land Mt. Laurel, NJ 422,887 - 422,887 Lehigh Valley Corporate Center Land Bethlehem, PA 1,391,009 29,542 1,420,551 Lehigh Valley West Lots 13,14,15 Allentown, PA (7) 30,907 30,900 LVCC Phase 2 Land Bethlehem, PA 2,984,430 159,000 3,143,430 LV West Land - Lot 5A Upper Macungie, PA 554,490 - 554,490 Park at Valleypointe Land Roanoke, VA 640,121 4,722 644,842 Fairgrounds Distribution Center Land Richmond, VA 129,107 1,197 130,304 Rivers' Bend Land Richmond, VA 2,806,390 6,043,499 8,849,890 Oakleys Center Land Richmond, VA - - - Woodlands Center Land Richmond, VA 1,046,606 - 1,046,606 501 Liberty Way Richmond, VA 650,007 - 650,007 601 HP Way (HP3) Richmond, VA 631,906 - 631,906 6000-98 Eastport Boulevard Richmond, VA 872,903 - 872,903 Eastport VIII Richmond, VA 382,698 - 382,698 Eastport IX Richmond, VA 211,627 - 211,627 Brill 2 Land Richmond, VA 1,725,990 - 1,725,990 Westmoreland Land Virginia Beach, VA 789,682 - 789,682 Westmoreland III Land Virginia Beach, VA 674,899 - 674,899 Mendenhall Land High Point, NC 4,664,944 10,931 4,675,875 Independence Pointe Land Greenville, SC 1,318,939 - 1,318,939 Executive Park at Faber Place Land Charleston, SC 40,772 - 40,772 Northpoint Industrial Park Land Columbia, SC 72,284 - 72,284 Overlook Business Center Land Columbia, SC - - - Ridgeview Center Land Greenville, SC - - - Southchase Business Park Land Greenville, SC 77,082 - 77,082 Woodfield Land Greenville, SC 70,677 - 70,677 Southpoint Business Park Land Jacksonville, FL 438,111 - 438,111 Liberty Business Park Land Jacksonville, FL 995,519 27,561 1,023,080 7024 AC Skinner Parkway Jacksonville, FL 686,049 - 686,049 Silo Bend Land (LPDC) Tampa, FL 4,403,589 - 4,403,589 Exchange Place Land Orlando, FL 202,117 - 202,117 Belfort Road Jacksonville, FL 448,782 - 448,782 Butler Plaza Land Jacksonville, FL 2,798,865 - 2,798,865 Central Green Land Houston, TX 1,404,676 - 1,404,676 Salisbury Road Land Jacksonville, FL 1,636,345 - 1,636,345 Airport West Tampa, FL - 482 481 Woodland Corporate Center Land Tampa, FL 229,028 - 229,028 Pompano Business Park Land - Parcel 2 Boca Raton, FL 407,328 - 407,328 Pompano Business Park Land - Parcel 3 Boca Raton, FL 509,233 - 509,233 Boca Colannade Land - Yamato Road Boca Raton, FL 4,238,535 - 4,238,535 Klodt Land Eden Prairie, MN 6,129,028 - 6,129,028 Flying Cloud Land Eden Prairie, MN 6,738,148 - 6,738,148 Romulus Land Romulus, MI 949,622 - 949,622 4 ABW West Malling, UK 22,015 46,967 68,982 ------------ -------------- -------------- Subtotal Land Held for Development $ 68,591,098 $ 6,862,704 $ 75,453,802 ============ ============== ============== TOTAL ALL PROPERTIES $484,167,968 $2,543,973,690 $3,028,141,659 ============ ============== ==============
- -71-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES 10,20 Liberty Boulevard Malvern, PA $ 1,066,641 1985 40 yrs. 420 Lapp Road Malvern, PA 1,333,375 1989 40 yrs. 747 Dresher Road Horsham, PA 900,307 1988 40 yrs. 45-67 Great Valley Parkway Malvern, PA 1,502,849 1974 40 yrs. 1180 Church Road Lansdale, PA 4,110,327 1986 40 yrs. 40 Valley Stream Parkway Malvern, PA 611,320 1987 40 yrs. 50 Valley Stream Parkway Malvern, PA 707,684 1987 40 yrs. 20 Valley Stream Parkway Malvern, PA 1,420,002 1987 40 yrs. 800 Town Center Drive Langhorne, PA 2,490,165 1987 40 yrs. 9, 15 Great Valley Parkway Malvern, PA 7,907,150 1986 40 yrs. 257-275 Great Valley Parkway Malvern, PA 1,563,528 1983 40 yrs. 300 Technology Drive Malvern, PA 374,779 1985 40 yrs. 277-293 Great Valley Parkway Malvern, PA 645,103 1984 40 yrs. 311 Technology Drive Malvern, PA 730,218 1984 40 yrs. 325 Technology Drive Malvern, PA 614,412 1984 40 yrs. 7 Great Valley Parkway Malvern, PA 1,382,438 1985 40 yrs. 55 Valley Stream Parkway Malvern, PA 998,346 1983 40 yrs. 65 Valley Stream Parkway Malvern, PA 1,595,854 1983 40 yrs. 508 Lapp Road Malvern, PA 604,433 1984 40 yrs. 10 Valley Stream Parkway Malvern, PA 960,799 1984 40 yrs. 333 Phoenixville Pike Malvern, PA 959,541 1985 40 yrs. 30 Great Valley Parkway Malvern, PA 211,310 1975 40 yrs. 75 Great Valley Parkway Malvern, PA 184,513 1977 40 yrs. 27-43 Great Valley Parkway Malvern, PA 1,019,062 1977 40 yrs. 77-123 Great Valley Parkway Malvern, PA 1,959,583 1978 40 yrs. 260 Great Valley Parkway Malvern, PA 322,650 1979 40 yrs. 256 Great Valley Parkway Malvern, PA 772,366 1980 40 yrs. 205 Great Valley Parkway Malvern, PA 3,843,533 1981 40 yrs. 12,14,16 Great Valley Parkway Malvern, PA 502,305 1982 40 yrs. 155 Great Valley Parkway Malvern, PA 861,324 1981 40 yrs. 333 Technology Drive Malvern, PA 1,030,881 1987 40 yrs. 510 Lapp Road Malvern, PA 350,661 1983 40 yrs. 181 Wheeler Court Langhorne, PA 252,003 1979 40 yrs. 1100 Wheeler Way Langhorne, PA 131,609 1979 40 yrs. 60 Morehall Road Malvern, PA 1,493,484 1989 40 yrs. 905 Airport Road West Chester, PA 647,345 1988 40 yrs. 16 Cabot Boulevard Langhorne, PA 642,072 1972 40 yrs. 1 Country View Road Malvern, PA 422,419 1982 40 yrs. 2151 Cabot Boulevard Langhorne, PA 383,209 1982 40 yrs. 170 South Warner Road King of Prussia, PA 1,044,311 1980 40 yrs. 190 South Warner Road King of Prussia, PA 585,331 1980 40 yrs. 507 Prudential Road Horsham, PA 601,394 1988 40 yrs. 100 Witmer Road Horsham, PA 624,119 1995 40 yrs. 3100 Horizon Drive King of Prussia, PA 180,358 1995 40 yrs. 3300 Horizon Drive King of Prussia, PA 256,780 1996 40 yrs. 3500 Horizon Drive King of Prussia, PA 175,442 1996 40 yrs. 200 Chester Field Parkway Malvern, PA 1,280,232 1989 40 yrs. 767 Electronic Drive Horsham, PA 383,906 1996 40 yrs. 132 Welsh Road Horsham, PA 126,348 1997 40 yrs. 5 Country View Road Malvern, PA 404,531 1985 40 yrs. 3200 Horizon Drive King of Prussia, PA 329,912 1996 40 yrs. 3000 Horizon Drive King of Prussia, PA 70,586 1997 40 yrs. 111-195 Witmer Road Horsham, PA 220,150 1996 40 yrs. 300 Welsh Road Horsham, PA 103,271 1983 40 yrs. 400 Welsh Road Horsham, PA 223,798 1983 40 yrs. 8801 Tinicum Boulevard Philadelphia, PA 1,054,960 1997 40 yrs. 440 East Swedesford Road King of Prussia, PA 596,394 1988 40 yrs. 460 East Swedesford Road King of Prussia, PA 380,722 1988 40 yrs. 50 Morehall Road Malvern, PA 650,142 1997 40 yrs. 2 Walnut Grove Drive Horsham, PA 554,959 1989 40 yrs. 200 Gibraltar Road Horsham, PA 306,410 1990 40 yrs. 220 Gibraltar Road Horsham, PA 287,319 1990 40 yrs. 240 Gibraltar Road Horsham, PA 287,305 1990 40 yrs. 151 S. Warner Road King of Prussia, PA 352,300 1980 40 yrs. 1 Walnut Grove Drive Horsham, PA 478,655 1986 40 yrs. 3604 Horizon Drive King of Prussia, PA 106,706 1997 40 yrs. 3606 Horizon Drive King of Prussia, PA 114,422 1997 40 yrs. 650 Swedesford Road King of Prussia, PA 771,000 1971 40 yrs. 680 Swedesford Road King of Prussia, PA 815,844 1971 40 yrs. 761 Fifth Avenue King of Prussia, PA 73,679 1977 40 yrs. 771 Fifth Avenue King of Prussia, PA 45,469 1977 40 yrs. 1 Great Valley Parkway Malvern, PA 154,474 1982 40 yrs. 5 Great Valley Parkway Malvern, PA 254,423 1983 40 yrs. 311 Sinclair Road Bristol, PA 39,754 1997 40 yrs. 100 Cedar Hollow Road Malvern, PA 249,325 1997 40 yrs. 3 Country View Road Malvern, PA 57,731 1997 40 yrs. 425 Technology Drive Malvern, PA 84,307 1997 40 yrs. 375 Technology Drive Malvern, PA 33,703 1997 40 yrs. 100 Chesterfield Parkway Malvern, PA 157,277 1997 40 yrs. 181-187 Gibraltar Road Horsham, PA 103,594 1982 40 yrs. 104 Rock Road Horsham, PA 81,448 1974 40 yrs. 123-135 Rock Road Horsham, PA 72,285 1975 40 yrs. 111-159 Gibraltar Road Horsham, PA 121,328 1981 40 yrs. 161-175 Gibraltar Road Horsham, PA 76,944 1976 40 yrs. 125-137 Gibraltar Road Horsham, PA 70,257 1978 40 yrs. 261-283 Gibraltar Road Horsham, PA 117,065 1978 40 yrs. 210-223 Witmer Road Horsham, PA 67,164 1972 40 yrs. 231-237 Gibraltar Road Horsham, PA 120,155 1981 40 yrs. - -72- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 100 Gibraltar Road Horsham, PA 9,587 1975 40 yrs. 101 Gibraltar Road Horsham, PA 175,681 1977 40 yrs. 506 Prudential Road Horsham, PA 44,979 1973 40 yrs. 113-123 Rock Road Horsham, PA 89,566 1975 40 yrs. 101-111 Rock Road Horsham, PA 86,478 1975 40 yrs. 120 Gibraltar Road Horsham, PA 152,385 1980 40 yrs. 110 Gibraltar Road Horsham, PA 165,142 1979 40 yrs. 100-107 Lakeside Drive Horsham, PA 62,134 1982 40 yrs. 200-264 Lakeside Drive Horsham, PA 169,707 1982 40 yrs. 300-309 Lakeside Drive Horsham, PA 92,711 1982 40 yrs. 400-445 Lakeside Drive Horsham, PA 167,543 1981 40 yrs. 104 Witmer Road Horsham, PA 39,593 1997 40 yrs. 201 Gibraltar Road Horsham, PA 109,224 1983 40 yrs. 3600 Horizon Drive King of Prussia, PA 51,693 1989 40 yrs. 3602 Horizon Drive King of Prussia, PA 54,012 1989 40 yrs. 400-500 Brandywine Parkway West Chester, PA 171,709 1988 40 yrs. 600 Brandywine Parkway West Chester, PA 130,529 1988 40 yrs. 2700 Horizon Drive King of Prussia, PA 50,713 1997 40 yrs. 2900 Horizon Drive King of Prussia, PA 27,667 1997 40 yrs. 719 Dresher Road Horsham, PA 71,849 1998 40 yrs. 2250 Hickory Road Plymouth Meeting, PA 174,106 1998 40 yrs. 3400 Horizon Drive King of Prussia, PA 58,859 1998 40 yrs. One Ridgewood Place Downingtown, PA 34,101 1998 40 yrs. 300 Welsh Road Horsham, PA 34,957 1998 40 yrs. 6 Terry Drive Newtown, PA 13,899 1998 40 yrs. 14 Lee Boulevard Malvern, PA 1,208,859 1988 40 yrs. 500 Chester Field Parkway Malvern, PA 711,879 1988 40 yrs. 300-400 Chester Field Parkway Malvern, PA 1,113,378 1988 40 yrs. 1805 Underwood Boulevard Delran, NJ 141,408 1973 40 yrs. 150 Mid-Atlantic Parkway West Deptford, NJ 221,654 1973 40 yrs. 18 Boulden Circle New Castle, DE 838,137 1989 40 yrs. 501 Delran Parkway Delran, NJ 742,016 1988 40 yrs. 600 Delran Parkway Delran, NJ 1,371,860 1988 40 yrs. 1607 Imperial Way West Deptford, NJ 1,067,956 1973 40 yrs. 1 Boulden Circle New Castle, DE 373,619 1986 40 yrs. 31-55 Read's Way New Castle, DE 1,481,280 1986 40 yrs. 3 Boulden Circle New Castle, DE 535,782 1987 40 yrs. 5 Boulden Circle New Castle, DE 825,780 1987 40 yrs. 601 Delran Parkway Delran, NJ 429,948 1988 40 yrs. 51 Haddonfield Road Cherry Hill, NJ 2,723,650 1986 40 yrs. 57 Read's Way New Castle, DE 827,683 1985 40 yrs. 1370 Imperial Way West Deptford, NJ 494,478 1978 40 yrs. 8 Stow Road Marlton, NJ 242,315 1988 40 yrs. 10 Stow Road Marlton, NJ 166,287 1988 40 yrs. 12 Stow Road Marlton, NJ 194,615 1988 40 yrs. 14 Stow Road Marlton, NJ 204,702 1988 40 yrs. 1300 Metropolitan Avenue West Deptford, NJ 214,193 1972 40 yrs. 701A Route 73 South Marlton, NJ 891,234 1987 40 yrs. 701C Route 73 South Marlton, NJ 200,069 1987 40 yrs. 1008 Astoria Boulevard Cherry Hill, NJ 150,247 1973 40 yrs. 1475 Imperial Way West Deptford, NJ 112,002 1976 40 yrs. 3000 Atrium Way Mt. Laurel, NJ 1,478,788 1987 40 yrs. 750 Cardinal Drive Bridgeport, NJ 427,063 1989 40 yrs. 11000, 15000, 17000 Commerce Parkway Mt. Laurel, NJ 587,072 1985 40 yrs. 12000, 14000 Commerce Parkway Mt. Laurel, NJ 347,420 1985 40 yrs. 16000, 18000 Commerce Parkway Mt. Laurel, NJ 340,318 1985 40 yrs. 406 Lippincott Drive Marlton, NJ 288,261 1990 40 yrs. 234 High Hill Road Bridgeport, NJ 197,804 1987 40 yrs. 231 Lake Drive New Castle, DE 260,466 1997 40 yrs. 100 Arlington Boulevard Bridgeport, NJ 294,057 1996 40 yrs. 100 Berkeley Drive Swedesboro, NJ 156,494 1990 40 yrs. 301 Lippincott Drive Marlton, NJ 477,064 1988 40 yrs. 303 Lippincott Drive Marlton, NJ 436,651 1988 40 yrs. 510-512 Sharptown Road Bridgeport, NJ 79,234 1984 40 yrs. 901 Route 73 Marlton, NJ 194,328 1985 40 yrs. Four Greentree Center Marlton, NJ 266,408 1988 40 yrs. 512 Sharptown Road Bridgeport, NJ 107,604 1984 40 yrs. 15 Boulden Circle New Castle, DE 99,350 1997 40 yrs. 404 Lippincott Drive Marlton, NJ 96,468 1997 40 yrs. 263 Quigley Boulevard New Castle, DE 81,625 1987 40 yrs. 34 Blevins Drive New Castle, DE 87,069 1987 40 yrs. 104 Gaither Drive Mt. Laurel, NJ 69,871 1975 40 yrs. 2 Lukens Drive New Castle, DE 82,568 1988 40 yrs. 402 Lippincott Drive Marlton, NJ 90,116 1997 40 yrs. 3000 Lincoln Drive Mt. Laurel, NJ 154,762 1983 40 yrs. 6000 Commerce Parkway Mt. Laurel, NJ 96,692 1985 40 yrs. 7000 Commerce Parkway Mt. Laurel, NJ 91,007 1984 40 yrs. 8000 Commerce Parkway Mt. Laurel, NJ 81,052 1983 40 yrs. 9000 Commerce Parkway Mt. Laurel, NJ 100,238 1983 40 yrs. 1000 Briggs Road Mt. Laurel, NJ 114,279 1986 40 yrs. 1025 Briggs Road Mt. Laurel, NJ 149,673 1987 40 yrs. 9 Stow Road Marlton, NJ 46,343 1998 40 yrs. 2000 Crawford Place Mt. Laurel, NJ 116,103 1986 40 yrs. 1351 Metropolitan Avenue Pureland, NJ 54,794 1986 40 yrs. 650 Grove Road Pureland, NJ 81,573 1986 40 yrs. 400 Grove Road Pureland, NJ 45,730 1986 40 yrs. 5000 Dearborn Court Mt. Laurel, NJ 87,628 1998 40 yrs. 515 Heron Drive Bridgeport, NJ 43,875 1998 40 yrs. 500 Sharptown Road Pureland, NJ 27,694 1998 40 yrs. 625 Heron Drive Bridgeport, NJ 17,032 1998 40 yrs. 605 Heron Drive Bridgeport, NJ 19,286 1998 40 yrs. - -73- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 510 Heron Drive Bridgeport, NJ 147,110 1998 40 yrs. 522 Pedricktown Road Bridgeport, NJ 25,581 1998 40 yrs. 530 Pedricktown Road Bridgeport, NJ 35,747 1998 40 yrs. 540 Pedricktown Road Bridgeport, NJ 85,096 1998 40 yrs. 230 High Hill Road Bridgeport, NJ 166,050 1998 40 yrs. 3 Mallard Court Bridgeport, NJ 45,869 1998 40 yrs. 730 Cardinal Drive Bridgeport, NJ 33,496 1998 40 yrs. 405 Heron Drive Bridgeport, NJ 341,945 1998 40 yrs. 100 Eagle Road Bridgeport, NJ 26,916 1998 40 yrs. 250 High Hill Road Bridgeport, NJ 58,972 1998 40 yrs. 508 Center Square Road Bridgeport, NJ 64,825 1998 40 yrs. 602 Heron Drive Bridgeport, NJ 41,979 1998 40 yrs. 300 Eagle Court Bridgeport, NJ 35,106 1998 40 yrs. 500 Center Square Road Bridgeport, NJ 115,980 1998 40 yrs. 1001 Briggs Road Marlton, NJ 58,262 1998 40 yrs. 1960 Cuthbert Boulevard Cherry Hill, NJ 14,495 1998 40 yrs. 1970 Cuthbert Boulevard Cherry Hill, NJ 16,213 1998 40 yrs. 10000 & 11000 Route 73 Marlton, NJ 35,350 1998 40 yrs. 1655 Valley Center Parkway Bethlehem, PA 270,601 1993 40 yrs. 6560 Stonegate Drive Allentown, PA 532,695 1989 40 yrs. 6370 Hedgewood Drive Allentown, PA 562,975 1990 40 yrs. 6390 Hedgewood Drive Allentown, PA 596,203 1990 40 yrs. 1495 Valley Center Parkway Bethlehem, PA 705,691 1990 40 yrs. 6350 Hedgewood Drive Allentown, PA 694,919 1989 40 yrs. 6330 Hedgewood Drive Allentown, PA 1,182,887 1988 40 yrs. 1550 Valley Center Parkway Bethlehem, PA 666,867 1988 40 yrs. 1560 Valley Center Parkway Bethlehem, PA 842,314 1988 40 yrs. 6580 Snowdrift Road Allentown, PA 632,437 1988 40 yrs. 1510 Valley Center Parkway Bethlehem, PA 785,974 1988 40 yrs. 1530 Valley Center Parkway Bethlehem, PA 612,279 1988 40 yrs. 6540 Stonegate Drive Allentown, PA 884,223 1988 40 yrs. 974 Marcon Boulevard Allentown, PA 610,833 1987 40 yrs. 964 Marcon Street Allentown, PA 513,208 1985 40 yrs. 764 Roble Road Allentown, PA 248,251 1985 40 yrs. 3174 Airport Road Allentown, PA 448,601 1979 40 yrs. 2196 Avenue C Allentown, PA 437,852 1980 40 yrs. 2202 Hanger Place Allentown, PA 516,071 1981 40 yrs. 2201 Hanger Place Allentown, PA 540,809 1987 40 yrs. 954 Marcon Boulevard Allentown, PA 349,146 1981 40 yrs. 57 South Commerce Way Allentown, PA 325,392 1986 40 yrs. 754 Roble Road Allentown, PA 210,150 1986 40 yrs. 894 Marcon Boulevard Allentown, PA 123,387 1986 40 yrs. 744 Roble Road Allentown, PA 223,063 1986 40 yrs. 944 Marcon Boulevard Allentown, PA 196,238 1986 40 yrs. 1685 Valley Center Parkway Allentown, PA 194,585 1996 40 yrs. 6520 Stonegate Drive Allentown, PA 91,305 1996 40 yrs. 7437 Industrial Boulevard Allentown, PA 719,127 1976 40 yrs. 2041 Avenue C Allentown, PA 111,411 1990 40 yrs. 2124 Avenue C Allentown, PA 101,280 1990 40 yrs. 7339 Industrial Boulevard Allentown, PA 314,442 1996 40 yrs. 7384 Penn Drive Allentown, PA 252,082 1988 40 yrs. 7144 Daniels Drive Allentown, PA 511,397 1975 40 yrs. 7620 Cetronia Road Allentown, PA 342,686 1990 40 yrs. 939 Marcon Boulevard Allentown, PA 467,166 1980 40 yrs. 100 Brodhead Road Allentown, PA 255,788 1990 40 yrs. 1455 Valley Center Parkway Bethlehem, PA 264,883 1997 40 yrs. 1640 Valley Center Parkway Bethlehem, PA 252,324 1996 40 yrs. 1650 Valley Center Parkway Allentown, PA 232,257 1997 40 yrs. 1660 Valley Center Parkway Bethlehem, PA 78,446 1996 40 yrs. 400 Nestle Way Allentown, PA 1,384,476 1997 40 yrs. 83 South Commerce Way Bethlehem, PA 67,321 1989 40 yrs. 85 South Commerce Way Bethlehem, PA 66,404 1989 40 yrs. 87 South Commerce Way Bethlehem, PA 70,312 1989 40 yrs. 89 South Commerce Way Bethlehem, PA 79,181 1997 40 yrs. 7339 Industrial Boulevard Allentown, PA 802,426 1988 40 yrs. 95 Highland Avenue Bethlehem, PA 148,682 1985 40 yrs. 236 Brodhead Road Bethlehem, PA 206,412 1994 40 yrs. 6620 Grant Way Allentown, PA 80,242 1989 40 yrs. 700 Nestle Way Allentown, PA 363,736 1997 40 yrs. 7562 Penn Drive Allentown, PA 22,368 1989 40 yrs. 7277 Williams Avenue Allentown, PA 37,848 1989 40 yrs. 7355 Williams Avenue Allentown, PA 36,861 1998 40 yrs. 794 Roble Boulevard Allentown, PA 124,199 1998 40 yrs. 6923 Schantz Spring Road Allentown, PA 71,984 1998 40 yrs. 2600 Beltline Avenue Reading, PA 46,748 1998 40 yrs. 7132 Daniels Drive Allentown, PA 80,706 1998 40 yrs. 3985 Adler Place Bethlehem, PA 59,043 1998 40 yrs. 12000,001,040 Indian Creek Court Beltsville, MD 2,664,578 1986 40 yrs. 8280 Patuxent Range Drive Columbia, MD 574,630 1978 40 yrs. 7178-80 Columbia Gateway Columbia, MD 598,024 1987 40 yrs. 8730 Bollman Place Columbia, MD 439,998 1984 40 yrs. 9770 Patuxent Woods Drive Columbia, MD 127,258 1986 40 yrs. 9780 Patuxent Woods Drive Columbia, MD 81,396 1986 40 yrs. 9790 Patuxent Woods Drive Columbia, MD 90,818 1986 40 yrs. 9810 Patuxent Woods Drive Columbia, MD 99,375 1986 40 yrs. 9800 Patuxent Woods Drive Columbia, MD 111,322 1988 40 yrs. 9820 Patuxent Woods Drive Columbia, MD 88,544 1988 40 yrs. 9830 Patuxent Woods Drive Columbia, MD 110,297 1986 40 yrs. 9050 Red Branch Road Columbia, MD 97,282 1972 40 yrs. 4606 Richlynn Drive Belcamp, MD 30,401 1998 40 yrs. 8945-8975 Guilford Columbia, MD 93,355 1998 40 yrs. - -74- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 7317 Parkway Drive Hanover, MD 11,693 1998 40 yrs. 180,190 Cochrane Drive Annapolis, MD 3,312,052 1989 40 yrs. 9101,9111,9115 Guilford Road Columbia, MD 1,008,825 1984 40 yrs. 9125,9135,9145 Guilford Road Columbia, MD 1,673,490 1983 40 yrs. 10 South Third Street Richmond, VA 15,059 1930 40 yrs. 1751 Bluehills Drive Roanoke, VA 798,386 1991 40 yrs. 4300 Carolina Avenue Richmond, VA 1,439,109 1985 40 yrs. 301 Hill Carter Parkway Richmond, VA 463,313 1989 40 yrs. 4001 Carolina Avenue Richmond, VA 33,866 1935 40 yrs. 5600-5626 Eastport Boulevard Richmond, VA 372,272 1989 40 yrs. 5650-5674 Eastport Boulevard Richmond, VA 432,009 1990 40 yrs. 5700 Eastport Boulevard Richmond, VA 265,517 1990 40 yrs. 11020 Hull Street Road Richmond, VA 61,054 1987 40 yrs. 3432 Holland Road Virginia Beach, VA 75,736 1989 40 yrs. 4880 Cox Road Richmond, VA 218,920 1995 40 yrs. 5162 Valleypointe Parkway Roanoke, VA 247,981 1993 40 yrs. 4101- 4127 Carolina Avenue Richmond, VA 219,107 1973 40 yrs. 4201-4261 Carolina Avenue Richmond, VA 495,582 1975 40 yrs. 4263-4299 Carolina Avenue Richmond, VA 261,077 1976 40 yrs. 4301-4335 Carolina Avenue Richmond, VA 161,914 1978 40 yrs. 4337-4379 Carolina Avenue Richmond, VA 243,384 1979 40 yrs. 4501-4549 Carolina Avenue Richmond, VA 343,968 1981 40 yrs. 4551-4593 Carolina Avenue Richmond, VA 355,541 1982 40 yrs. 4601-4643 Carolina Avenue Richmond, VA 528,072 1985 40 yrs. 4645-4683 Carolina Avenue Richmond, VA 818,691 1985 40 yrs. 4447-4491 Carolina Avenue Richmond, VA 276,058 1987 40 yrs. 4401-4445 Carolina Avenue Richmond, VA 432,781 1988 40 yrs. 12 S. Third Street Richmond, VA 17,903 1900 40 yrs. 9601 Cosner Drive Fredericksburg, VA 364,233 1995 40 yrs. 315 Cardiff Valley Road Knoxville, TN 289,579 1994 40 yrs. 2300 East Parham Road Richmond, VA 96,866 1988 40 yrs. 1347 Diamond Springs Road Virginia Beach, VA 311,762 1980 40 yrs. 5221 Valleypark Drive - Bldg A Roanoke, VA 180,344 1988 40 yrs. 5228 Valleypointe Parkway - Bldg B Roanoke, VA 103,115 1988 40 yrs. 5238 Valleypark Drive - Bldg C Roanoke, VA 202,173 1989 40 yrs. 5601-5659 Eastport Boulevard Richmond, VA 470,350 1996 40 yrs. 5900 Eastport Boulevard Richmond, VA 209,603 1997 40 yrs. 4717-4729 Eubank Road Richmond, VA 272,230 1978 40 yrs. 5251 Concourse Drive Roanoke, VA 145,421 1997 40 yrs. 4263F Carolina Avenue Richmond, VA 104,855 1975 40 yrs. 4200 Oakleys Court Richmond, VA 140,668 1990 40 yrs. 1821 Battery Dantzler Road Richmond, VA 171,294 1990 40 yrs. 5000 Cox Road Glen Allen, VA 209,624 1990 40 yrs. 510 Eastpark Court Richmond, VA 122,294 1989 40 yrs. 520 Eastpark Court Richmond, VA 233,889 1989 40 yrs. 13001 Kingston Avenue Chester, VA 49,506 1997 40 yrs. 5701-5799 Eastport Boulevard Richmond, VA 129,614 1996 40 yrs. 4801 Cox Road Richmond, VA 109,422 1997 40 yrs. 600 Liberty Way Richmond, VA 195,185 1997 40 yrs. 500 Liberty Way Richmond, VA 123,804 1997 40 yrs. 4198 Cox Road Glen Allen, VA 135,709 1984 40 yrs. 5310 Valley Park Drive Roanoke, VA 78,104 1997 40 yrs. 4510 Cox Road Glen Allen, VA 251,142 1990 40 yrs. 2809 South Lynnhaven Road Virginia Beach, VA 162,483 1987 40 yrs. 200 Golden Oak Court Virginia Beach, VA 172,603 1988 40 yrs. 208 Golden Oak Court Virginia Beach, VA 171,308 1989 40 yrs. 1 Enterprise Parkway Hampton, VA 142,622 1987 40 yrs. 22 Enterprise Parkway Hampton, VA 173,121 1990 40 yrs. 484 Viking Drive Virginia Beach, VA 88,554 1998 40 yrs. 10430 Lakeridge Parkway Richmond, VA 87,185 1998 40 yrs. 10456 Lakeridge Parkway Richmond, VA 85,107 1998 40 yrs. 3829-3855 Gaskins Road Richmond, VA 68,058 1998 40 yrs. 629 Phoenix Drive Virginia Beach, VA 39,661 1998 40 yrs. 11838 Rock Landing Drive Newport News, VA 40,403 1998 40 yrs. 11844 Rock Landing Drive Newport News, VA 26,334 1998 40 yrs. 11846 Rock Landing Drive Newport News, VA 26,865 1998 40 yrs. 5700 Cleveland Street Virginia Beach, VA 121,519 1998 40 yrs. 4523 Green Point Drive High Point, NC 458,307 1988 40 yrs. 4501 Green Point Drive High Point, NC 456,402 1989 40 yrs. 4500 Green Point Drive High Point, NC 471,659 1989 40 yrs. 2427 Penny Road High Point, NC 1,225,430 1990 40 yrs. 4524 Green Point Drive High Point, NC 458,617 1989 40 yrs. 4328, 4336 Federal Drive High Point, NC 1,016,982 1995 40 yrs. 200 Centreport Drive Greensboro, NC 418,046 1986 40 yrs. 4344 Federal Drive High Point, NC 199,963 1996 40 yrs. 202 Centreport Drive Greensboro, NC 443,629 1990 40 yrs. 101 Centreport Drive Greensboro, NC 153,222 1996 40 yrs. 4000 Piedmont Parkway High Point, NC 387,313 1997 40 yrs. 4380 Federal Drive High Point, NC 149,935 1997 40 yrs. 4388 Federal Drive High Point, NC 72,247 1997 40 yrs. 6532 Judge Adams Road Rock Creek, NC 126,542 1997 40 yrs. 3860 Faber Place N. Charleston, SC 89,246 1995 40 yrs. 4055 Faber Place N. Charleston, SC 208,987 1989 40 yrs. 3820 Faber Place N. Charleston, SC 147,332 1993 40 yrs. 3875 Faber Place N. Charleston, SC 151,811 1997 40 yrs. 440 Knox Abbott Drive Cayce, SC 172,824 1989 40 yrs. 150 Ridgeview Center Drive Duncan, SC 337,530 1984 40 yrs. 1320 Garlington Road Greenville, SC 83,698 1986 40 yrs. 420 Park Avenue Greenville, SC 180,690 1986 40 yrs. 1 Alliance Drive Goose Creek, SC 24,076 1997 40 yrs. 111 Southchase Boulevard Fountain Inn, SC 204,524 1989 40 yrs. - -75- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 300 International Boulevard Fountain Inn, SC 26,597 1995 40 yrs. 4160 Mendenhall Oaks Parkway High Point, NC 44,077 1997 40 yrs. 1208 Eastchester Drive High Point, NC 199,866 1988 40 yrs. 7720 Mendenhall Oaks Parkway High Point, NC 172,218 1997 40 yrs. One Independence Pointe Greenville, SC 171,074 1982 40 yrs. 55 Beattie Place Greenville, SC 643,645 1986 40 yrs. 75 Beattie Place Greenville, SC 480,694 1987 40 yrs. 7736 McCloud Road Greensboro, NC 149,963 1998 40 yrs. 15 Brendan Way Greenville, SC 56,300 1998 40 yrs. 200 Meeting Street Charleston, SC 625,087 1998 40 yrs. 7500 West 110th Street Overland Park, KS 158,794 1998 40 yrs. 8035 Quivira Road Lenexa, KS 78,518 1998 40 yrs. 4300 Federal Drive High Point, NC 11,292 1998 40 yrs. 1730 Stebbins Drive Houston, TX 241,809 1973 40 yrs. 5911-5925 Richard Street Jacksonville, FL 230,680 1977 40 yrs. 8383-8385 Baycenter Road Jacksonville, FL 255,735 1973 40 yrs. 8775 Baypine Road Jacksonville, FL 619,310 1989 40 yrs. 8539 Western Way Jacksonville, FL 837,304 1987 40 yrs. 6255 Lake Gray Boulevard Jacksonville, FL 872,423 1987 40 yrs. 6600-6660 Suemac Place Jacksonville, FL 838,207 1987 40 yrs. 6800-6850 Suemac Place Jacksonville, FL 476,617 1973 40 yrs. 8665,8667,8669 Baypine Road Jacksonville, FL 1,045,560 1987 40 yrs. 8540 Baycenter Road Jacksonville, FL 470,653 1984 40 yrs. 1200 Riverplace Boulevard Jacksonville, FL 5,506,045 1985 40 yrs. 8400 Baymeadows Way Jacksonville, FL 604,642 1987 40 yrs. 8614 Baymeadows Way Jacksonville, FL 343,109 1986 40 yrs. 5941-5975 Richard Street Jacksonville, FL 541,616 1978 40 yrs. 7970 Bayberry Road Jacksonville, FL 461,626 1978 40 yrs. 6000-6030 Bowdendale Avenue Jacksonville, FL 675,973 1979 40 yrs. 7898 Baymeadows Way Jacksonville, FL 767,045 1978 40 yrs. 5977-6607 Richard Street Jacksonville, FL 827,643 1980 40 yrs. 7910 & 7948 Baymeadows Way Jacksonville, FL 994,555 1981 40 yrs. 7954 & 7960 Baymeadows Way Jacksonville, FL 1,025,493 1982 40 yrs. 8787 Baypine Road Jacksonville, FL 13,846,990 1990 40 yrs. 7077 Bonneval Road Jacksonville, FL 1,123,290 1988 40 yrs. 4190 Belfort Road Jacksonville, FL 1,234,606 1986 40 yrs. 8011, 8021, 8031 Phillips Highway Jacksonville, FL 470,497 1987 40 yrs. 7020 AC Skinner Parkway Jacksonville, FL 212,821 1996 40 yrs. 7040 AC Skinner Parkway Jacksonville, FL 393,078 1996 40 yrs. 11777 Central Highway Jacksonville, FL 380,748 1985 40 yrs. 4345 Southpoint Parkway Jacksonville, FL 200,886 1996 40 yrs. 7016 AC Skinner Parkway Jacksonville, FL 208,107 1996 40 yrs. 7018 AC Skinner Parkway Jacksonville, FL 281,234 1997 40 yrs. 6620 Southpoint Drive Jacksonville, FL 233,653 1984 40 yrs. 7980 Bayberry Road Jacksonville, FL 48,050 1978 40 yrs. 9600 Satellite Boulevard Orlando, FL 49,318 1989 40 yrs. 9700 Satellite Boulevard Orlando, FL 43,599 1989 40 yrs. 1902 Cypress Lake Drive Orlando, FL 112,532 1989 40 yrs. 8250 & 8256 Exchange Place Orlando, FL 79,556 1985 40 yrs. 6600 Southpoint Parkway Jacksonville, FL 127,580 1986 40 yrs. 6700 Southpoint Parkway Jacksonville, FL 101,292 1987 40 yrs. 4801 Executive Park Court - 100 Jacksonville, FL 98,251 1990 40 yrs. 4801 Executive Park Court - 200 Jacksonville, FL 49,391 1990 40 yrs. 4810 Executive Park Court Jacksonville, FL 60,325 1990 40 yrs. 6602 Executive Park Court - 100 Jacksonville, FL 53,870 1993 40 yrs. 6602 Executive Park Court - 200 Jacksonville, FL 39,511 1993 40 yrs. 6631 Executive Park Court - 100 Jacksonville, FL 33,584 1994 40 yrs. 6631 Executive Park Court - 200 Jacksonville, FL 55,325 1994 40 yrs. 4815 Executive Park Court - 100 Jacksonville, FL 48,894 1995 40 yrs. 4815 Executive Park Court - 200 Jacksonville, FL 61,800 1995 40 yrs. 4825 Executive Park Court Jacksonville, FL 80,256 1996 40 yrs. 4820 Executive Park Court Jacksonville, FL 74,174 1997 40 yrs. 10511 & 10611 Satellite Boulevard Orlando, FL 67,784 1985 40 yrs. 1400-1440 Central Florida Parkway Orlando, FL 64,986 1962 40 yrs. 6601 Executive Park Circle North Jacksonville, FL 78,025 1998 40 yrs. 1300 Riverplace Boulevard Jacksonville, FL 165,243 1998 40 yrs. 4901 Belfort Land Jacksonville, FL 68,475 1998 40 yrs. 16445 Air Center Boulevard Houston, TX 38,383 1998 40 yrs. 16405 Air Center Boulevard Houston, TX 46,371 1998 40 yrs. 2216 Directors Row Orlando, FL 37,515 1998 40 yrs. 7460 Chancellor Drive Orlando, FL 20,847 1998 40 yrs. 1901 Summit Tower Boulevard Maitland, FL 183,500 1998 40 yrs. 3701-3727 Vineland Road Orlando, FL 30,854 1998 40 yrs. 4001,4051,4101 Fowler Avenue Tampa, FL 1,150,267 1988 40 yrs. 5501-5502 Pioneer Park Boulevard Tampa, FL 192,999 1981 40 yrs. 5690-5694 Crenshaw Street Tampa, FL 187,513 1979 40 yrs. 3102,3104,3110 Cherry Palm Drive Tampa, FL 257,549 1986 40 yrs. 8401-8408 Benjamin Road Tampa, FL 372,321 1986 40 yrs. 3501 Riga Boulevard Tampa, FL 184,628 1983 40 yrs. 111 Kelsey Lane Tampa, FL 105,277 1990 40 yrs. 7930, 8010-20 Woodland Center Tampa, FL 224,458 1990 40 yrs. 7920 Woodland Center Boulevard Tampa, FL 141,285 1997 40 yrs. 8154-8198 Woodland Center Boulevard Tampa, FL 122,088 1988 40 yrs. 8112-42 Woodland Center Boulevard Tampa, FL 135,308 1995 40 yrs. 8212 Woodland Center Boulevard Tampa, FL 96,449 1996 40 yrs. 131 Kelsey Lane Tampa, FL 58,108 1998 40 yrs. 7724 Woodland Center Boulevard Tampa, FL 47,183 1997 40 yrs. 8921 Brittany Way Tampa, FL 21,500 1997 40 yrs. 5250 Eagle Trail Drive Tampa, FL 22,890 1998 40 yrs. 1701 Clint Moore Boulevard Boca Raton, FL 115,673 1985 40 yrs. 4555 Riverside Drive Beach Gardens, FL 194,123 1988 40 yrs. - -76- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 2500 Metrocentre Boulevard West Palm Beach, FL 51,770 1988 40 yrs. 2540 Metrocentre Boulevard West Palm Beach, FL 35,718 1988 40 yrs. 2541 Metrocentre Boulevard West Palm Beach, FL 31,489 1988 40 yrs. 2580 Metrocentre Boulevard West Palm Beach, FL 55,625 1988 40 yrs. 2581 Metrocentre Boulevard West Palm Beach, FL 41,049 1988 40 yrs. 1101 Northpoint Parkway West Palm Beach, FL 37,144 1998 40 yrs. 3223 Commerce Place West Palm Beach, FL 37,935 1998 40 yrs. 801 Northpoint Parkway West Palm Beach, FL 65,072 1998 40 yrs. 5410 - 5430 Northwest 33rd Avenue Ft. Lauderdale, FL 114,952 1985 40 yrs. 6500 NW 12th Avenue Ft. Lauderdale, FL 66,204 1998 40 yrs. 6600 NW 12th Avenue Ft. Lauderdale, FL 67,173 1998 40 yrs. 1500 SW 5th Court Pompano Beach, FL 89,267 1998 40 yrs. 1651 SW 5th Court Pompano Beach, FL 18,704 1998 40 yrs. 1601 SW 5th Court Pompano Beach, FL 19,137 1998 40 yrs. 1501 SW 5th Court Pompano Beach, FL 18,687 1998 40 yrs. 1400 SW 6th Court Pompano Beach, FL 106,196 1998 40 yrs. 1405 SW 6th Court Pompano Beach, FL 35,975 1998 40 yrs. 595 SW 13th Terrace Pompano Beach, FL 32,966 1998 40 yrs. 601 SW 13th Terrace Pompano Beach, FL 15,159 1998 40 yrs. 605 SW 16th Terrace Pompano Beach, FL 30,930 1998 40 yrs. 2440-2478 Metrocentre Bouulevard West Palm Beach, FL 53,485 1998 40 yrs. 951 Broken Sound Parkway Boca Raton, FL 154,481 1998 40 yrs. 3400 Lakeside Drive Miramar, FL 289,411 1998 40 yrs. 3450 Lakeside Drive Miramar, FL 285,712 1998 40 yrs. 13650 NW 8th Street Sunrise, FL 40,900 1998 40 yrs. 13630 NW 8th Street Sunrise, FL 54,375 1998 40 yrs. 777 Yamato Road Boca Raton, FL 200,773 1998 40 yrs. 1801 Clint Moore Boulevard. Boca Raton, FL 56,315 1998 40 yrs. 6601-6625 W. 78th Street Bloomington, MN 163,732 1997 40 yrs. 2905 Northwest Boulevard Plymouth, MN 225,672 1983 40 yrs. 2800 Campus Drive Plymouth, MN 162,318 1985 40 yrs. 2955 Xenium Lane Plymouth, MN 69,102 1985 40 yrs. 9401-9443 Science Center Drive New Hope, MN 177,557 1989 40 yrs. 6321-6325 Bury Drive Eden Prairie, MN 182,981 1988 40 yrs. 7115-7173 Shady Oak Road Eden Prairie, MN 188,693 1984 40 yrs. 7660-7716 Golden Triangle Drive Eden Prairie, MN 275,256 1988 40 yrs. 7400 Flying Cloud Drive Eden Prairie, MN 77,867 1987 40 yrs. 330 Second Avenue Minneapolis, MN 838,293 1980 40 yrs. 10301-10305 West 70th Street Eden Prairie, MN 49,733 1984 40 yrs. 10321 West 70th Street Eden Prairie, MN 58,367 1984 40 yrs. 10333 West 70th Street Eden Prairie, MN 44,611 1984 40 yrs. 10349-10357 West 70th Street Eden Prairie, MN 118,271 1985 40 yrs. 10365-10375 West 70th Street Eden Prairie, MN 115,676 1985 40 yrs. 10393-10394 West 70th Street Eden Prairie, MN 114,884 1985 40 yrs. 7078 Shady Oak Road Eden Prairie, MN 135,908 1985 40 yrs. 5600 & 5610 Rowland Road Minnetonka, MN 282,072 1988 40 yrs. 2920 Northwest Boulevard Plymouth, MN 125,225 1997 40 yrs. 5400-5500 Feltl Road Minnetonka, MN 171,811 1998 40 yrs. 10300 Bren Road Minnetonka, MN 84,656 1998 40 yrs. 14630-14650 28th Avenue North Plymouth, MN 37,803 1998 40 yrs. 7695-7699 Anagram Drive Eden Prairie, MN 54,388 1998 40 yrs. 7550 Meridian Circle Maple Grove, MN 42,459 1998 40 yrs. 2800 Northwest Boulevard Plymouth, MN 159,738 1998 40 yrs. 3255 Neil Armstrong Boulevard Eagan, MN 1,557 1998 40 yrs. 4801 West 81st Street Bloomington, MN 31,450 1998 40 yrs. 8100 Cedar Avenue Bloomington, MN 45,970 1998 40 yrs. 9600 54th Avenue Plymouth, MN 45,148 1998 40 yrs. 7800 Equitable Drive Eden Prairie, MN 23,627 1998 40 yrs. 7905 Fuller Road Eden Prairie, MN 12,773 1998 40 yrs. 26911-26957 Northwestern Highway Southfield, MI 2,866,873 1985 40 yrs. 1650 Research Drive Troy, MI 271,625 1985 40 yrs. 1775 Research Drive Troy, MI 106,453 1985 40 yrs. 1875 Research Drive Troy, MI 105,953 1986 40 yrs. 1850 Research Drive Troy, MI 282,592 1986 40 yrs. 1965 Research Drive Troy, MI 136,185 1987 40 yrs. 1960 Research Drive Troy, MI 136,748 1987 40 yrs. 27260 Haggerty Road Farmington Hills, MI 155,683 1983 40 yrs. 27200 Haggerty Road Farmington Hills, MI 130,504 1983 40 yrs. 27280 Haggerty Road Farmington Hills, MI 145,610 1983 40 yrs. 27220 Haggerty Road Farmington Hills, MI 68,292 1985 40 yrs. 27240 Haggerty Road Farmington Hills, MI 57,709 1985 40 yrs. 27300 Haggerty Road Farmington Hills, MI 131,148 1985 40 yrs. 1101 Allen Drive Troy, MI 28,195 1974 40 yrs. 1151 Allen Drive Troy, MI 46,958 1974 40 yrs. 1300 Rankin Street Troy, MI 38,501 1979 40 yrs. 1350 Rankin Street Troy, MI 32,129 1979 40 yrs. 1376-1400 Rankin Street Troy, MI 39,331 1979 40 yrs. 1352-1374 Rankin Street Troy, MI 43,988 1979 40 yrs. 1324-1346 Rankin Street Troy, MI 38,288 1979 40 yrs. 1301-1307 Rankin Street Troy, MI 31,995 1978 40 yrs. 1409 Allen Drive Troy, MI 41,375 1978 40 yrs. 1304 E. Maple Road Troy, MI 62,835 1971 40 yrs. 1334 Maplelawn Road Troy, MI 35,313 1983 40 yrs. 1290 Maplelawn Road Troy, MI 24,950 1984 40 yrs. 1070 Maplelawn Road Troy, MI 20,029 1982 40 yrs. 950 Maplelawn Road Troy, MI 71,668 1982 40 yrs. 894 Maplelawn Road Troy, MI 51,663 1986 40 yrs. 1179 Maplelawn Road Troy, MI 25,652 1984 40 yrs. 1940 Norwood Drive Troy, MI 24,776 1983 40 yrs. 1311-1331 Maplelawn Road Troy, MI 35,679 1986 40 yrs. 2354 Bellingham Street Troy, MI 25,018 1990 40 yrs. - -77- LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 2360 Bellingham Street Troy, MI 24,979 1985 40 yrs. 1911 Ring Drive Troy, MI 24,688 1986 40 yrs. 26442-26450 Haggerty Road Farmington Hills, MI 67,655 1988 40 yrs. 26500 Haggerty Road Farmington Hills, MI 88,481 1986 40 yrs. 26650 Haggerty Road Farmington Hills, MI 49,382 1988 40 yrs. 26700 Haggerty Road Farmington Hills, MI 72,101 1986 40 yrs. 26750 Haggerty Road Farmington Hills, MI 83,376 1988 40 yrs. 26800 Haggerty Road Farmington Hills, MI 50,032 1986 40 yrs. 26842-26850 Haggerty Road Farmington Hills, MI 68,190 1988 40 yrs. 50 West Big Bear Road Troy, MI 490,985 1998 40 yrs. 100 West Big Bear Road Troy, MI 477,423 1998 40 yrs. 245 Executive Drive Brookfield, WI 108,756 1998 40 yrs. 8301 West Parkland Court Milwaukee, WI 67,759 1998 40 yrs. 4701 West Schroeder Drive Brown Deer, WI 59,838 1998 40 yrs. 4555 West Schroeder Drive Brown Deer, WI 103,497 1998 40 yrs. 32991 Hamilton Court Farmington Hills, MI 76,669 1998 40 yrs. 7800 N. 113th Street Milwaukee, WI 85,670 1998 40 yrs. 2475-2479 Elliot Avenue Troy, MI 5,379 1998 40 yrs. 32661 Edward Avenue Madison Heights, MI 24,275 1998 40 yrs. 32701 Edward Avenue Madison Heights, MI 14,215 1998 40 yrs. 32751 Edward Avenue Madison Heights, MI 10,381 1998 40 yrs. 32853 Edward Avenue Madison Heights, MI 9,054 1998 40 yrs. 555 East Mandoline Avenue Madison Heights, MI 8,432 1998 40 yrs. 599 East Mandoline Avenue Madison Heights, MI 6,776 1998 40 yrs. 749 East Mandoline Avenue Madison Heights, MI 7,375 1998 40 yrs. 750 East Mandoline Avenue Madison Heights, MI 7,720 1998 40 yrs. 900 East Mandoline Avenue Madison Heights, MI 8,040 1998 40 yrs. 949 East Mandoline Avenue Madison Heights, MI 8,107 1998 40 yrs. 32390-32400 Howard Avenue Madison Heights, MI 6,205 1998 40 yrs. 32090 John R. Road Madison Heights, MI 4,185 1998 40 yrs. 31601 Research Park Drive Madison Heights, MI 19,580 1998 40 yrs. 31651 Research Park Drive Madison Heights, MI 11,474 1998 40 yrs. 31700 Research Park Drive Madison Heights, MI 19,012 1998 40 yrs. 31701 Research Park Drive Madison Heights, MI 11,214 1998 40 yrs. 31751 Research Park Drive Madison Heights, MI 13,547 1998 40 yrs. 31800 Research Park Drive Madison Heights, MI 16,681 1998 40 yrs. 800 Tech Row Madison Heights, MI 31,112 1998 40 yrs. 900 Tech Row Madison Heights, MI 9,205 1998 40 yrs. 1000 Tech Row Madison Heights, MI 27,374 1998 40 yrs. 31771 Sherman Avenue Madison Heights, MI 6,719 1998 40 yrs. 31791 Sherman Avenue Madison Heights, MI 6,769 1998 40 yrs. 31811 Sherman Avenue Madison Heights, MI 12,280 1998 40 yrs. 31831 Sherman Avenue Madison Heights, MI 9,375 1998 40 yrs. 31900 Sherman Avenue Madison Heights, MI 18,796 1998 40 yrs. 800 East Whitcomb Avenue Madison Heights, MI 13,486 1998 40 yrs. 950 East Whitcomb Avenue Madison Heights, MI 22,522 1998 40 yrs. 1000 East Whitcomb Avenue Madison Heights, MI 10,815 1998 40 yrs. 1100 East Whitcomb Avenue Madison Heights, MI 8,666 1998 40 yrs. 1201 East Whitcomb Avenue Madison Heights, MI 12,642 1998 40 yrs. 1210 East Whitcomb Avenue Madison Heights, MI 3,428 1998 40 yrs. 1260 Kempar Avenue Madison Heights, MI 4,046 1998 40 yrs. 1280 Kempar Avenue Madison Heights, MI 5,608 1998 40 yrs. 1001 East Lincoln Avenue Madison Heights, MI 21,363 1998 40 yrs. 1201 East Lincoln Avenue Madison Heights, MI 22,281 1998 40 yrs. 22515 Heslip Drive Madison Heights, MI 3,523 1998 40 yrs. 8400 Lakeview Parkway Pleasant Prairie, WI 2,800 1998 40 yrs. 8401 Lakeview Parkway Pleasant Prairie, WI 2,404 1998 40 yrs. 9801 80th Avenue Pleasant Prairie, WI 5,519 1998 40 yrs. 50 Gibson Drive West Malling, UK 635,610 1996 40 yrs. 25 Kings Hill Avenue West Malling, UK 826,438 1996 40 yrs. 2 Kings Hill Avenue West Malling, UK 521,574 1996 40 yrs. 50 Kings Hill Avenue West Malling, UK 969,612 1996 40 yrs. 10 Kings Hill Avenue West Malling, UK 100,337 1997 40 yrs. ------------ Subtotal Operating Properties $209,023,187 ============
- -78-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ DEVELOPMENT IN PROGRESS 45 Liberty Boulevard Malvern, PA $ - 1997 N/A 3 Franklin Plaza Philadelphia, PA - 1997 N/A 2500 Renaissance Boulevard King of Prussia, PA - 1997 N/A 2300 Renaissance Boulevard King of Prussia, PA - 1997 N/A 2100 Renaissance Boulevard King of Prussia, PA - 1998 N/A 4 Walnut Grove Horsham, PA - 1998 N/A PNC Bank - Phase II Construction Philadelphia, PA - 1998 N/A 600 Chesterfield Parkway Malvern, PA - 1998 N/A 700 Chesterfield Parkway Malvern, PA - 1998 N/A 2520 Renaissance Boulevard King of Prussia, PA - 1998 N/A 201 Berkeley Drive Bridgeport, NJ - 1997 N/A 300 Commodore Drive Bridgeport, NJ - 1997 N/A 1020 Briggs Road Land Mt. Laurel, NJ - 1997 N/A 800 Arlington Boulevard Logan, NJ - 1998 N/A 1525 Valley Center Parkway Allentown, PA - 1997 N/A Lehigh Valley West Land - Lot 4 Upper Macungie, PA - 1998 N/A 5500 Cox Road Richmond, VA - 1997 N/A 701 Liberty Way Richmond, VA - 1997 N/A 5305 Valley Park Drive Roanoke, VA - 1997 N/A 530 Eastpark Court Richmond, VA - 1997 N/A 801 Liberty Way Richmond, VA - 1998 N/A 6532 Judge Adams Road Whitsett, NC - 1997 N/A 4194 Mendenhall Oaks Parkway High Point, NC - 1997 N/A 4196 Mendenhall Oaks Parkway High Point, NC - 1997 N/A 4170 Mendenhall Oaks Parkway High Point, NC - 1997 N/A 4180 Mendenhall Oaks Parkway High Point, NC - 1997 N/A 3955 Faber Place Charleston, SC - 1998 N/A 7014 AC Skinner Parkway Jacksonville, FL - 1996 N/A 9550 Satellite Boulevard Orlando, FL - 1997 N/A Butler Plaza Jacksonville, FL - 1998 N/A 7802-50 Woodland Center Boulevard Tampa, FL - 1997 N/A 7852-98 Woodland Center Boulevard Tampa, FL - 1997 N/A 7725 Woodland Center Boulevard Tampa, FL - 1998 N/A 8001 Woodland Center Boulevard Tampa, FL - 1998 N/A 4630 Woodland Corporate Boulevard Tampa, FL - 1998 N/A Silo Bend 12 Tampa, FL - 1998 N/A Huntington Square Land Miramar, FL - 1998 N/A 10400 Southwest Crossing Eden Prairie, MN - 1997 N/A 9023 Columbine Road Eden Prairie, MN - 1998 N/A West Tech Park Land (Lot B) Farmington Hills, MI - 1997 N/A West Tech Park Land (Lot C) Farmington Hills, MI - 1997 N/A 30 Tower View West Malling, UK - 1997 N/A 35 Kings Hill Avenue West Malling, UK - 1997 N/A 39 Kings Hill Avenue West Malling, UK - 1997 N/A 18 Kings Hill Avenue West Malling, UK - 1997 N/A ------------ Subtotal Development in Progress $ - ============
- -79-
LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ LAND HELD FOR DEVELOPMENT Gwynedd North Bus Camp Land Lansdale, PA $ - 1989 N/A Three Country View Road Malvern, PA - 1995 N/A 550 Lapp Road Malvern, PA - 1995 N/A Cedar Hollow Road Land Malvern, PA - 1996 N/A Walnut Grove Land Horsham, PA - 1996 N/A 35 Liberty Boulevard Land Malvern, PA - 1997 N/A Great Valley Land Malvern, PA - 1997 N/A 10 Matthews Rd South Land Malvern, PA - 1997 N/A Renaissance Park Land King of Prussia, PA - 1998 N/A Swedes Run Business Park Land Delran, NJ - 1992 N/A Marlton Crossing Land Marlton, NJ - 1994 N/A Commodore Business Park Logan Twp., NJ - 1995 N/A Boulden Land New Castle, DE - 1995 N/A Marlton Executive Park Land Marlton, NJ - 1994 N/A 1015 Briggs Road Land Mt. Laurel, NJ - 1997 N/A Lehigh Valley Corporate Center Land Bethlehem, PA - 1987 N/A Lehigh Valley West Lots 13,14,15 Allentown, PA - 1995 N/A LVCC Phase 2 Land Bethlehem, PA - 1998 N/A LV West Land - Lot 5A Upper Macungie, PA - 1998 N/A Park at Valleypointe Land Roanoke, VA - 1995 N/A Fairgrounds Distribution Center Land Richmond, VA - 1995 N/A Rivers' Bend Land Richmond, VA - 1995 N/A Oakleys Center Land Richmond, VA - 1996 N/A Woodlands Center Land Richmond, VA - 1996 N/A 501 Liberty Way Richmond, VA - 1996 N/A 601 HP Way (HP3) Richmond, VA - 1997 N/A 6000-98 Eastport Boulevard Richmond, VA - 1997 N/A Eastport VIII Richmond, VA - 1997 N/A Eastport IX Richmond, VA - 1997 N/A Brill 2 Land Richmond, VA - 1998 N/A Westmoreland Land Virginia Beach, VA - 1998 N/A Westmoreland III Land Virginia Beach, VA - 1998 N/A Mendenhall Land High Point, NC - 1995 N/A Independence Pointe Land Greenville, SC - 1997 N/A Executive Park at Faber Place Land Charleston, SC - 1998 N/A Northpoint Industrial Park Land Columbia, SC - 1998 N/A Overlook Business Center Land Columbia, SC - 1998 N/A Ridgeview Center Land Greenville, SC - 1998 N/A Southchase Business Park Land Greenville, SC - 1998 N/A Woodfield Land Greenville, SC - 1998 N/A Southpoint Business Park Land Jacksonville, FL - 1994 N/A Liberty Business Park Land Jacksonville, FL - 1995 N/A 7024 AC Skinner Parkway Jacksonville, FL - 1995 N/A Silo Bend Land (LPDC) Tampa, FL - 1996 N/A Exchange Place Land Orlando, FL - 1997 N/A Belfort Road Jacksonville, FL - 1998 N/A Butler Plaza Land Jacksonville, FL - 1998 N/A Central Green Land Houston, TX - 1998 N/A Salisbury Road Land Jacksonville, FL - 1998 N/A Airport West Tampa, FL - 1995 N/A Woodland Corporate Center Land Tampa, FL - 1998 N/A Pompano Business Park Land - Parcel 2 Boca Raton, FL - 1998 N/A Pompano Business Park Land - Parcel 3 Boca Raton, FL - 1998 N/A Boca Colannade Land - Yamato Road Boca Raton, FL - 1998 N/A Klodt Land Eden Prairie, MN - 1998 N/A Flying Cloud Land Eden Prairie, MN - 1998 N/A Romulus Land Romulus, MI - 1998 N/A 4 ABW West Malling, UK - 1998 N/A ------------ Subtotal Land Held for Development $ - ============ TOTAL ALL PROPERTIES $209,023,187 ============
- -80- SCHEDULE III LIBERTY PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION (In thousands) A summary of activity for real estate and accumulated depreciation is as follows: FOR THE YEARS ENDED DECEMBER 31, -------------------------------- 1998 1997 1996 --------- ---------- ---------- REAL ESTATE: Balance at beginning of year $2,106,028 $1,180,385 $ 920,472 Additions 944,794 968,567 269,496 Disposition of property (22,680) (42,924) (9,583) ---------- ---------- ---------- Balance at end of year $3,028,142 $2,106,028 $1,180,385 ========== ========== ========== ACCUMULATED DEPRECIATION: Balance at beginning of year $ 149,311 $ 119,151 $ 94,183 Depreciation expense 61,679 35,981 24,968 Disposition of property (1,967) (5,821) - ---------- ---------- ---------- Balance at end of year $ 209,023 $ 149,311 $ 119,151 ========== ========== ========== - -81- REPORT OF INDEPENDENT AUDITORS To The Partners Liberty Property Limited Partnership We have audited the accompanying consolidated balance sheets of Liberty Property Limited Partnership ("the Operating Partnership") as of December 31, 1998, and 1997, and the related consolidated statements of operations, owners' equity, and cash flows for each of the three years in the period ended December 31, 1998. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 consolidated financial position of Liberty Property Limited Partnership at December 31, 1998 and 1997, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Philadelphia, Pennsylvania /s/ ERNST & YOUNG LLP February 12, 1999 - -82- CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY LIMITED PARTNERSHIP (IN THOUSANDS) DECEMBER 31, ------------------------- 1998 1997 ---------- ----------- ASSETS Real estate: Land and land improvements $ 366,853 $ 238,519 Buildings and improvements 2,378,272 1,649,512 Less accumulated depreciation (209,023) (149,311) ---------- ---------- Operating real estate 2,536,102 1,738,720 Development in progress 207,563 156,093 Land held for development 75,454 61,904 ---------- ---------- Net real estate 2,819,119 1,956,717 Cash and cash equivalents 14,391 55,079 Accounts receivable 15,391 6,517 Deferred financing and leasing costs, net of accumulated amortization (1998, $49,390; 1997, $40,560) 39,475 32,536 Prepaid expenses and other assets 44,995 43,488 ---------- ---------- Total assets $2,933,371 $2,094,337 ========== ========== LIABILITIES Mortgage loans $ 413,224 $ 363,591 Unsecured notes 645,000 350,000 Credit facility 264,000 135,000 Convertible debentures 101,619 111,543 Accounts payable 20,216 14,544 Accrued interest 18,263 10,960 Distribution payable 33,734 25,927 Other liabilities 69,025 42,499 ---------- ---------- Total liabilities 1,565,081 1,054,064 OWNERS' EQUITY General partner's equity - preferred units 120,814 120,814 - common units 1,146,222 834,781 Limited partners' equity 101,254 84,678 ---------- ---------- Total owners' equity 1,368,290 1,040,273 ---------- ---------- Total liabilities and owners' equity $2,933,371 $2,094,337 ========== ========== See accompanying notes. - -83-
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP (IN THOUSANDS) YEAR ENDED DECEMBER 31, ------------------------------------------ 1998 1997 1996 ------------ ------------ ------------ REVENUE Rental $ 281,732 $ 169,859 $ 112,841 Operating expense reimbursement 101,248 55,502 35,886 Management fees 597 673 1,340 Interest and other 3,516 6,483 4,198 ------------ ----------- ----------- Total revenue 387,093 232,517 154,265 OPERATING EXPENSES Rental property 74,007 43,118 29,624 Real estate taxes 34,338 17,961 11,229 General and administrative 15,522 10,650 8,023 Depreciation and amortization 67,932 40,752 28,203 ------------ ----------- ----------- Total operating expenses 191,799 112,481 77,079 ------------ ----------- ----------- Operating income 195,294 120,036 77,186 Premium on debenture conversions - 98 1,027 Interest expense 78,617 53,888 38,528 ------------ ----------- ----------- Net income 116,677 66,050 37,631 Net income allocated to general partner - preferred units 11,000 4,247 - ------------ ----------- ----------- Net income available to partners - common interest $ 105,677 $ 61,803 $ 37,631 =========== =========== =========== Net income allocated to general partner - common units $ 97,615 $ 56,197 $ 33,740 ============ =========== =========== Net income allocated to limited partners $ 8,062 $ 5,606 $ 3,891 ============ =========== ===========
See accompanying notes. - -84-
CONSOLIDATED STATEMENTS OF OWNERS' EQUITY OF LIBERTY PROPERTY LIMITED PARTNERSHIP (IN THOUSANDS) GENERAL LIMITED PARTNER'S PARTNERS' TOTAL OWNERS' EQUITY EQUITY EQUITY ---------- ---------- ------------- Owners' equity at January 1, 1996 $ 335,521 $ 41,153 $ 376,674 Contributions from partners 55,001 1,878 56,879 Distributions to partners (48,730) (5,427) (54,157) Net income 33,740 3,891 37,631 ---------- ----------- ------------ Balance at December 31, 1996 375,532 41,495 417,027 Contributions from partners 597,395 15,982 613,377 Distributions to partners (77,776) (7,197) (84,973) Issuance of Operating Partnership Units - 28,792 28,792 Net income 60,444 5,606 66,050 ---------- ----------- ------------ Balance at December 31, 1997 $ 955,595 $ 84,678 $ 1,040,273 Contributions from partners 322,150 (10,141) 312,009 Distributions to partners (119,324) (9,039) (128,363) Issuance of Operating Partnership Units - 27,694 27,694 Net income 108,615 8,062 116,677 ---------- ----------- ------------ Balance at December 31, 1998 $1,267,036 $ 101,254 $ 1,368,290 ========== =========== ============
See accompanying notes. - -85-
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP (IN THOUSANDS) YEAR ENDED DECEMBER 31, ---------------------------------------- 1998 1997 1996 ------------ ------------ ------------ OPERATING ACTIVITIES Net income $ 116,677 $ 66,050 $ 37,631 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 67,932 40,752 28,203 Amortization of deferred financing costs 4,462 7,367 4,561 (Loss) gain on sale 1,285 (2,518) (577) Noncash compensation 1,506 1,225 1,074 Changes in operating assets and liabilities: Accounts receivable (8,874) 490 (1,399) Prepaid expenses and other assets (3,266) (2,145) (8,632) Accounts payable 5,672 8,250 1,717 Accrued interest 7,303 3,549 (2,028) Other liabilities 26,526 13,576 8,093 ------------ ------------ ------------ Net cash provided by operating activities 219,223 136,596 68,643 ------------ ------------ ------------ INVESTING ACTIVITIES Investment in properties (521,221) (648,845) (109,424) Proceeds from disposition of properties 20,752 36,732 2,247 Investment in development in progress (277,722) (206,593) (126,392) Increase in land held for development (45,201) (37,214) (25,942) Increase in deferred leasing costs (16,150) (8,642) (7,588) ------------ ------------ ------------ Net cash used in investing activities (839,542) (864,562) (267,099) ------------ ------------ ------------ FINANCING ACTIVITIES Proceeds from issuance of unsecured notes 295,000 350,000 - Proceeds from mortgage loans - 124,815 77,605 Repayments of mortgage loans (23,954) (50,340) (8,917) Proceeds from lines of credit 633,000 776,017 237,191 Repayments on lines of credit (504,000) (907,709) (42,393) Increase in deferred financing costs (733) (10,941) (3,469) Capital contributions 300,873 554,886 - Distributions to partners (120,555) (73,295) (52,578) ------------ ------------ ------------ Net cash provided by financing activities 579,631 763,433 207,439 Increase (decrease) in cash and cash equivalents (40,688) 35,467 8,983 Cash and cash equivalents at beginning of year 55,079 19,612 10,629 ------------ ------------ ------------ Cash and cash equivalents at end of year $ 14,391 $ 55,079 $ 19,612 ============ =========== =========== SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS Write-off of fully depreciated property and deferred costs $ 2,958 $ 7,892 $ 487 Acquisition of properties (101,281) (77,105) - Assumption of mortgage loans 73,587 48,313 - Issuance of operating partnership units 27,694 28,792 - Conversion of convertible debentures 9,630 57,266 55,805 ============ ============ ============
See accompanying notes. - -86- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF LIBERTY PROPERTY LIMITED PARTNERSHIP 1. ORGANIZATION Liberty Property Trust (the "Trust") is a self-administered and self- managed Maryland real estate investment trust (a "REIT"). Substantially all of the Trust's assets are owned directly or indirectly, and substantially all of the Trust's operations are conducted directly or indirectly, by its subsidiary, Liberty Property Limited Partnership, a Pennsylvania limited partnership (the "Operating Partnership" and, together with the Trust and its consolidated subsidiaries, the "Company"). The Trust is the sole general partner and also a limited partner of the Operating Partnership, with a combined equity interest in the Operating Partnership of 92.6% at December 31, 1998. The Company provides leasing, property management, acquisition, development, construction management, and design management for a portfolio of industrial and office properties which are located principally within the Southeastern, Mid-Atlantic and Midwestern United States. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Principles of Consolidation The Consolidated Financial Statements of the Company include the accounts of the Operating Partnership and the Operating Partnership's consolidated subsidiaries. All significant intercompany transactions and accounts have been eliminated. Certain amounts from prior periods have been restated to conform to current year presentation. Real Estate and Depreciation The Properties are recorded at the lower of cost or fair value if impaired and are depreciated using the straight-line method over their estimated useful lives. The estimated lives are as follows: Building and improvements 40 years Equipment 10 years Tenant improvements Term of the related lease Expenditures directly related to acquisition, development or improvement of real estate are capitalized as a cost of the property. Expenditures for maintenance and repairs are charged to operations as incurred. The Company evaluates its real estate investments upon occurrence of significant adverse changes in their operations to assess whether any impairment indications are present 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. - -87- Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents. The carrying amount of these assets approximates their fair market value. Revenues The Company earns rental income under operating leases with tenants. Rental income is recognized on a straight-line basis over the applicable lease term. Deferred Financing and Leasing Costs Costs incurred in connection with financing or leasing are capitalized and amortized over the term of the related loan or lease. Amortization of deferred financing costs is reported as interest expense. Income Taxes In conformity with the Internal Revenue Code and applicable state and local tax statutes, taxable income or loss of the Operating Partnership is required to be reported in the tax returns of the partners in accordance with the terms of the Partnership Agreement and, accordingly, no provision has been made in the accompanying financial statements for any federal, state, or local income taxes. Impact of Recently Issued Accounting Standards In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities". The Company expects to adopt the new Statement effective January 1, 2000. The Statement will require the Company to recognize all derivatives on the balance sheet at fair value. The Company does not anticipate that the adoption of this statement will have a significant effect on its results of operations or financial position. 3. REAL ESTATE At December 31, 1998 and 1997, the Company owned and operated industrial and office properties located principally in suburban mixed use developments or business parks. The carrying value of these properties by type is as follows (in thousands):
LAND BUILDINGS AND LAND AND ACCUMULATED IMPROVEMENTS IMPROVEMENTS TOTAL DEPRECIATION ------------ ------------ ----------- ------------ 1998: Industrial properties $ 207,067 $1,243,194 $1,450,261 $ 112,166 Office properties 159,786 1,135,078 1,294,864 96,857 ----------- ----------- ----------- ------------ 1998 Total $ 366,853 $2,378,272 $2,745,125 $ 209,023 =========== =========== =========== ============ 1997: Industrial properties $ 140,793 $ 883,598 $1,024,391 $ 81,774 Office properties 97,726 765,914 863,640 67,537 ------------ ----------- ----------- ------------ 1997 Total $ 238,519 $1,649,512 $1,888,031 $ 149,311 ============ =========== =========== ============
- -88- Depreciation expense was $61.7 million in 1998, $36.0 million in 1997 and $25.0 million in 1996. As of December 31, 1998, the Company has commenced development on 45 properties in 11 markets, which upon completion are expected to comprise approximately four million square feet of leaseable space. As of December 31, 1998 approximately $207.6 million has been expended for the development of these projects and an additional $160.2 million is required for completion. 4. RELATED PARTY TRANSACTIONS Pursuant to agreements, the Company has been retained by an affiliate (Rouse Kent Limited) to provide development, management and other services. For the years ended December 31, 1998, 1997 and 1996 the fees for these services were $600,000 per year. The Company has a loan receivable from Rouse Kent Limited with a balance of $5.9 million and $5.5 million as of December 31, 1998 and 1997, respectively. 5. INDEBTEDNESS Indebtedness consists generally of mortgage loans, unsecured notes, the credit facility, and convertible debentures. The weighted average interest rates as of December 31, 1998, 1997 and 1996, were approximately 7.2%, 7.5% and 7.6%, respectively. Interest expense for the years ended December 31, 1998, 1997 and 1996, aggregated $78.6 million, $53.9 million and $38.5 million, respectively. Interest costs during these periods of $16.3 million, $11.8 million and $7.7 million, were capitalized. Cash paid for interest for the years ended December 31, 1998, 1997 and 1996, was $83.2 million, $54.9 million and $43.7 million, respectively. Mortgage Loans, Unsecured Notes Mortgage loans with maturities ranging from 1999 to 2013 are collateralized by and in some instances cross-collateralized by properties with a book value of $602.6 million. As of December 31, 1998, $413.2 million in mortgage loans and $645.0 million in unsecured notes were outstanding. The interest rates on $1,041.6 million of mortgage loans and unsecured notes are fixed and range from 5.0% to 9.1%. Interest rates on $16.6 million of mortgage loans float with LIBOR, prime or a municipal bond index, $10.0 million of which is subject to certain caps. The weighted average remaining term for the mortgage loans and unsecured notes is 8.5 years. The scheduled maturities of principal amortization of the Company's mortgage - -89- loans and unsecured notes outstanding and the related weighted average interest rates are as follows:
MORTGAGES ------------------------- WEIGHTED PRINCIPAL PRINCIPAL UNSECURED AVERAGE AMORTIZATION MATURITIES NOTES TOTAL INTEREST RATE ------------ ---------- --------- ----------- ------------- 1999 $ 8,521 $ 16,412 $ - $ 24,933 6.7% 2000 9,228 30,215 - 39,443 8.1% 2001 8,860 23,298 - 32,158 7.1% 2002 7,676 - 100,000 107,676 6.7% 2003 7,621 26,606 50,000 84,227 7.2% 2004 7,662 15,910 100,000 123,572 7.0% 2005 6,847 99,018 - 105,865 7.6% 2006 5,544 30,078 100,000 135,622 7.2% 2007 5,133 - 100,000 105,133 7.3% 2008 4,868 28,835 - 33,703 7.2% 2009 2,586 42,097 20,000 64,683 8.1% 2010 1,608 - - 1,608 7.8% 2011 1,365 3,303 - 4,668 7.7% 2012 480 17,674 - 18,154 7.7% 2013 208 1,571 75,000 76,779 6.4% 2018 - - 100,000 100,000 7.5% -------- -------- -------- ---------- ----- $ 78,207 $335,017 $645,000 $1,058,224 7.2% ======== ======== ======== ========== =====
Credit Facility The credit facility is a $325 million unsecured credit facility (the "Credit Facility") which replaced two existing secured lines of credit aggregating $350 million in May 1997. Coincident with the replacement of the lines of credit, $2.9 million of related deferred financing costs were charged to interest expense. The interest rate on borrowings under the Credit Facility fluctuates, based on the Company's leverage levels and senior debt ratings from Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Group ("Standard & Poor's"). The current ratings for the Company's senior unsecured debt are Baa3 and BBB- from Moody's and Standard & Poor's, respectively. At these ratings, the current interest rate on the Credit Facility is 110 basis points over the LIBOR (6.67% at December 31, 1998). The rate for the Credit Facility at December 31, 1997 was 7.09%. Customary fees apply to the Credit Facility including an annual administrative fee and an unused line fee. The Credit Facility matures on May 20, 1999, and can be extended for one year for $650,000. On January 15, 1999 the Company closed a $135 million, two-year unsecured term loan. The interest rate for the loan is 135 basis points over LIBOR. Convertible Debentures The convertible debentures are due on June 23, 2001 and are exchangeable for common shares of beneficial interest of the Trust (the "Common Shares") at a rate of one Common Share for each $20 outstanding principal amount of convertible debentures, subject to certain adjustments. The initial interest rate on the convertible debentures was 8.0% and increases with increases in the dividend payment on the Company's Common Shares. At the current $.45 per common share per quarter dividend payment rate, the effective interest rate on the - -90- convertible debentures is 9.0%. At December 31, 1997, the effective interest rate on the convertible debentures was 8.4%. During the year ended December 31, 1997, the Company paid sums aggregating $98,000 to facilitate the conversion of $17.3 million of convertible debentures into 862,650 Common Shares. There was no such expense in 1998. At December 31, 1998 and 1997 the convertible debentures were convertible into 5,080,950 and 5,577,150 Common Shares, respectively. The fair value of the convertible debentures at December 31, 1998 was $125.1 million based on the closing bid price of the Company's Common Shares on the New York Stock Exchange. The fair values of the mortgages, the unsecured notes and Credit Facility were estimated using discounted cash flow analysis, based on the Company's estimated incremental borrowing rate at December 31, 1998, for similar types of borrowing arrangements. The carrying values of the mortgages, the unsecured notes and the Credit Facility approximate their fair values. 6. LEASING ACTIVITY Future minimum rental payments due from tenants under non-cancellable operating leases as of December 31, 1998 are as follows (in thousands): 1999 $ 306,662 2000 267,891 2001 218,764 2002 180,641 2003 144,407 Thereafter 508,082 ---------- TOTAL $1,626,447 ========== In addition to minimum rental payments, tenants pay for their pro rata share of specified operating expenses. These amounts are included as operating expense reimbursement in the accompanying statements of operations. 7. PREFERRED UNITS On August 11, 1997 the Company issued 5,000,000 Series A Cumulative Redeemable Preferred Units (the "Preferred Units"). All of the Preferred Units are held by the Trust. The Preferred Units are non- voting and have a liquidation preference of $25.00 per unit and a preferential cash distribution rate of 8.8%. On or after July 30, 2002, the Preferred Units may be redeemed for cash at the option of the Company. 8. COMMITMENTS AND CONTINGENCIES All of the Properties and land were subject to Phase I Environmental Assessments ("Phase I Assessments") obtained in contemplation their acquisition by the Company. The Phase I Assessments consisted of, among other activities, a visual inspection of each Property and its neighborhood and a check of pertinent public records. The Phase I Assessments did not reveal, nor is the Company aware of, any non- compliance with environmental laws, environmental liability or other environmental claim that the Company believes would likely have a material adverse effect on the Company. In connection with one of the 1997 acquisitions, the Company is obligated to purchase, over a 10-year period ending in 2007, - -91- approximately 775 acres of land for commercial development. The purchase price of the land as of December 31, 1998 is $16.2 million. The Operating Partnership is not a party to any material legal proceedings. In the ordinary course of business, the Operating Partnership is party to routine litigation incidental to its business and in addition it is covered by insurance. 9. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following is a summary of quarterly results of operations for the two years ended December 31, 1998 and 1997 (in thousands, except per share amounts):
QUARTER ENDED ---------------------------------------------------------------------------------- DEC. 31, SEPT. 30, JUNE 30, MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31, 1998 1998 1998 1998 1997 1997 1997 1997 -------- --------- -------- --------- -------- --------- -------- --------- Rental revenue $ 78,435 $ 74,264 $ 68,018 $ 61,015 $ 50,636 $ 45,241 $ 39,341 $ 34,641 ======== ======== ======== ======== ======== ========= ======== ========= Operating income 53,490 51,739 46,950 43,115 38,467 31,363 26,100 24,106 ======== ======== ======== ======== ======== ========= ======== ========= Net income 31,128 30,903 28,097 26,549 24,750 17,571 12,205 11,524 ======== ======== ======== ======== ======== ========= ======== ========= Net income allocated to general partner - common units 26,278 26,061 23,286 21,990 20,209 14,484 10,955 10,549 ======== ======== ======== ======== ======== ========= ======== =========
10. SEGMENT INFORMATION Liberty Property Trust operates its portfolio of properties throughout the Southeastern, Mid-Atlantic and Midwestern United States. The Company reviews performance of the portfolio on a geographical basis, as such, the following regions are considered the Company's reportable segments: Southeastern Pennsylvania; New Jersey/Delaware; Lehigh Valley, Pennsylvania; Maryland; Virginia; the Carolinas; Jacksonville, Florida; Tampa, Florida; South Florida; Minneapolis, Minnesota; Detroit, Michigan; and the United Kingdom. The Company's reportable segments are distinct business units which are each managed separately in order to concentrate and hone market knowledge within a geographical area. Within these reportable segments, the Company derives its revenues from its two product types: industrial and office properties. The Company evaluates performance of the reportable segments based on property level net operating income, which is calculated as rental revenue and operating expense reimbursement less rental expenses and real estate taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
REAL ESTATE RELATED REVENUES PROPERTY LEVEL NET OPERATING INCOME YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ---------------------------------- ----------------------------------- 1998 1997 1996 1998 1997 1996 ---------- ---------- ---------- ---------- ---------- ----------- Southeastern Pennsylvania $ 97,372 $ 63,499 $ 45,880 $ 69,269 $ 44,559 $ 31,465 New Jersey/Delaware 40,383 27,366 20,602 28,948 18,522 13,316 Lehigh Valley 37,966 30,419 18,843 30,163 23,806 14,431 Virginia 35,233 22,639 18,019 27,231 18,570 14,848 The Carolinas 33,683 12,745 6,943 24,084 9,834 5,436 Jacksonville 36,373 24,088 19,934 27,391 18,281 15,425 Michigan 38,865 11,641 - 23,986 7,418 - All Others 63,105 32,964 18,506 43,563 23,292 12,953 ---------- ---------- ---------- ---------- ---------- ----------- Total $ 382,980 $ 225,361 $ 148,727 $ 274,635 $ 164,282 $ 107,874 ========== ========== ========== ========== ========== ===========
- -92-
REVENUES YEAR ENDED DECEMBER 31, - ---------------------------------------------------------- ----------------------------------- 1998 1997 1996 ---------- ---------- ----------- Total real estate related revenues for reportable segments $ 382,980 $ 225,361 $ 148,727 Management fees 597 673 1,340 Interest and other 3,516 6,483 4,198 ---------- ---------- ----------- Total revenues $ 387,093 $ 232,517 $ 154,265 ========== ========== =========== NET INCOME YEAR ENDED DECEMBER 31, - ---------------------------------------------------------- ----------------------------------- 1998 1997 1996 ---------- ---------- ----------- Total property level net operating income for reportable segments $ 274,635 $ 164,282 $ 107,874 Other expenses 157,958 98,232 70,243 ---------- ---------- ----------- Net income 116,677 66,050 37,631 Net income allocated to general partner - preferred units 11,000 4,247 - ---------- ---------- ---------- Net income available to partners - common interest $ 105,677 $ 61,803 $ 37,631 ========= ========== ========== Net income allocated to general partner - common units $ 97,615 $ 56,197 $ 33,740 ========== ========== ========== Net income allocated to limited partners $ 8,062 $ 5,606 $ 3,891 ========== ========== ========== PRODUCT TYPE INFORMATION REAL ESTATE RELATED REVENUES - ---------------------------------------------------------- ----------------------------------- YEAR ENDED DECEMBER 31, ----------------------------------- 1998 1997 1996 ---------- ---------- ----------- Industrial $ 192,548 $ 123,024 $ 83,930 Office 190,432 102,337 64,797 ---------- ---------- ----------- Total real estate related revenues $ 382,980 $ 225,361 $ 148,727 ========== ========== ===========
ROLLFORWARD OF OPERATING REAL ESTATE ASSETS BY REPORTABLE SEGMENT - ----------------------------------------------------------------------------------------------------- New SE Jersey/ Lehigh The Pennsyl. Delaware Valley Virginia Carolinas Jacksonville Michigan All Others Total -------- -------- -------- -------- --------- ------------ -------- ---------- ---------- December 31, 1996 Operating Real Estate Assets $328,146 $128,345 $136,077 $147,867 $ 42,839 $125,729 $ - $140,028 $1,049,031 Additions 208,799 43,829 57,688 76,028 105,573 69,853 172,332 145,048 879,150 Disposals (9,186) - - - - - - (30,964) (40,150) -------- -------- -------- -------- -------- -------- -------- -------- ---------- December 31, 1997 Operating Real Estate Assets 527,759 172,174 193,765 223,895 148,412 195,582 172,332 254,112 1,888,031 Additions 86,865 109,715 56,463 56,381 106,886 65,746 146,166 248,758 876,980 Disposals (10,736) - - (2,203) (4,843) (2,104) - - (19,886) -------- -------- -------- -------- -------- -------- -------- -------- ---------- December 31, 1998 Operating Real Estate Assets $603,888 $281,889 $250,228 $278,073 $250,455 $259,224 $318,498 $502,870 $2,745,125 ======== ======== ======== ======== ======== ======== ======== ======== ==========
TOTAL ASSETS YEAR ENDED DECEMBER 31, - ---------------------------------------------------------- ----------------------- 1998 1997 ---------- ---------- Total operating real estate assets for reportable segments $2,745,125 $1,888,031 Accumulated depreciation (209,023) (149,311) Development in progress 207,563 156,093 Land held for development 75,454 61,904 Other assets 114,252 137,620 ---------- ---------- Total assets $2,933,371 $2,094,337 ========== ==========
- -93- 11. PRO FORMA INFORMATION (UNAUDITED) The following unaudited pro forma information has been prepared assuming the common and preferred shares offerings which were consummated in 1997 and 1998 and the acquisitions of 170 properties acquired in 1997, and 137 properties acquired in 1998 had occurred at January 1, 1997. The 1997 acquisitions were acquired for a total investment of $727.9 million and the 1998 acquisitions were acquired for a total investment of $580.2 million. YEAR ENDED DECEMBER 31, ----------------------- 1998 1997 -------- --------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ------------------------ Total revenues $ 408,279 $ 358,974 Net income 123,712 110,548 This pro forma information is not necessarily indicative of what the actual results of operations of the Company would have been, assuming the Company had completed the common and preferred shares offerings and completed the 1997 and 1998 acquisitions as of January 1, 1997, nor do they purport to represent the results of operations of the Company for future periods. - -94-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES 10,20 Liberty Boulevard Malvern, PA $ - $ 724,058 $ - $ 4,941,858 420 Lapp Road Malvern, PA 4,300,000 1,054,418 - 6,284,410 747 Dresher Road Horsham, PA - 1,607,238 - 3,948,168 45-67 Great Valley Parkway Malvern, PA 3,800,000 795,143 - 2,930,842 1180 Church Road Lansdale, PA - 2,357,045 10,041,340 5,604,945 40 Valley Stream Parkway Malvern, PA 1,600,000 322,918 - 2,208,989 50 Valley Stream Parkway Malvern, PA - 323,971 - 2,384,185 20 Valley Stream Parkway Malvern, PA 2,900,000 465,539 - 5,053,133 800 Town Center Drive Langhorne, PA - 1,617,150 - 8,989,725 9, 15 Great Valley Parkway Malvern, PA 3,489,451 1,837,050 - 15,156,712 257-275 Great Valley Parkway Malvern, PA 2,100,000 504,611 - 4,424,881 300 Technology Drive Malvern, PA - 368,626 - 1,299,996 277-293 Great Valley Parkway Malvern, PA - 530,729 - 1,914,647 311 Technology Drive Malvern, PA - 397,131 - 2,236,843 325 Technology Drive Malvern, PA 3,489,451 376,444 - 1,851,241 7 Great Valley Parkway Malvern, PA 2,900,000 176,435 - 4,267,283 55 Valley Stream Parkway Malvern, PA - 215,005 - 3,304,913 65 Valley Stream Parkway Malvern, PA 2,900,000 381,544 - 4,728,607 508 Lapp Road Malvern, PA 1,500,000 331,392 - 1,730,134 10 Valley Stream Parkway Malvern, PA 3,489,451 509,075 - 2,664,060 333 Phoenixville Pike Malvern, PA 2,104,169 523,530 - 3,083,945 30 Great Valley Parkway Malvern, PA - 128,126 - 355,565 75 Great Valley Parkway Malvern, PA - 143,074 - 418,889 27-43 Great Valley Parkway Malvern, PA 1,800,000 448,775 - 2,116,317 77-123 Great Valley Parkway Malvern, PA 3,100,000 887,664 - 4,582,078 260 Great Valley Parkway Malvern, PA 1,500,000 203,916 - 849,011 256 Great Valley Parkway Malvern, PA 2,800,000 161,098 - 1,888,761 205 Great Valley Parkway Malvern, PA 6,600,000 1,368,259 - 9,599,597 12,14,16 Great Valley Parkway Malvern, PA - 130,689 - 1,202,040 155 Great Valley Parkway Malvern, PA 2,100,000 625,147 - 2,258,481 333 Technology Drive Malvern, PA 1,900,000 157,249 - 2,310,848 510 Lapp Road Malvern, PA 3,489,451 356,950 - 865,960 181 Wheeler Court Langhorne, PA - 260,000 1,940,000 153,187 1100 Wheeler Way Langhorne, PA - 150,000 1,100,000 90,717 60 Morehall Road Malvern, PA - 865,424 9,285,000 4,724,203 905 Airport Road West Chester, PA - 1,715,000 5,185,000 204,530 16 Cabot Boulevard Langhorne, PA 5,900,000 648,889 5,851,112 74,975 1 Country View Road Malvern, PA - 400,000 3,600,000 453,338 2151 Cabot Boulevard Langhorne, PA 2,300,000 384,100 3,456,900 263,500 170 South Warner Road King of Prussia, PA - 547,800 3,137,400 2,084,352 190 South Warner Road King of Prussia, PA - 552,200 3,162,600 1,178,932 507 Prudential Road Horsham, PA 2,700,000 644,900 5,804,100 232,868 100 Witmer Road Horsham, PA 9,396,622 3,102,784 - 9,685,657 3100 Horizon Drive King of Prussia, PA - 601,956 - 2,007,248 3300 Horizon Drive King of Prussia, PA - 566,403 - 3,265,294 3500 Horizon Drive King of Prussia, PA - 1,204,839 - 2,531,137 200 Chester Field Parkway Malvern, PA - 495,893 2,739,093 123,186 767 Electronic Drive Horsham, PA - 1,229,685 - 2,938,838 132 Welsh Road Horsham, PA - 1,333,642 - 3,857,166 5 Country View Road Malvern, PA 3,489,451 785,168 4,678,632 134,612 3200 Horizon Drive King of Prussia, PA - 928,637 - 4,291,310 3000 Horizon Drive King of Prussia, PA - 1,191,449 - 1,853,063 111-195 Witmer Road Horsham, PA - 407,005 3,129,058 116,065 300 Welsh Road Horsham, PA - 180,459 1,441,473 64,628 400 Welsh Road Horsham, PA - 282,493 2,256,508 994,521 8801 Tinicum Boulevard Philadelphia, PA - 2,474,031 - 24,209,285 440 East Swedesford Road King of Prussia, PA - 717,001 4,816,121 1,453,936 460 East Swedesford Road King of Prussia, PA - 705,317 4,737,487 380,643 50 Morehall Road Malvern, PA - 849,576 - 13,046,717 2 Walnut Grove Drive Horsham, PA - 1,281,870 7,767,374 770,540 200 Gibraltar Road Horsham, PA - 638,513 5,811,323 102,509 220 Gibraltar Road Horsham, PA - 629,944 5,733,228 18,746 240 Gibraltar Road Horsham, PA - 629,944 5,733,234 18,789 151 S. Warner Road King of Prussia, PA - 1,218,086 6,937,866 114,003 1 Walnut Grove Drive Horsham, PA - 1,058,901 5,343,606 856,952 3604 Horizon Drive King of Prussia, PA - 397,178 - 1,576,394 3606 Horizon Drive King of Prussia, PA - 789,409 - 1,940,816 650 Swedesford Road King of Prussia, PA - 952,911 6,722,830 8,375,600 680 Swedesford Road King of Prussia, PA - 952,361 6,722,830 6,365,874 761 Fifth Avenue King of Prussia, PA - 256,463 2,061,468 221,653 771 Fifth Avenue King of Prussia, PA - 152,456 1,256,908 177,379 1 Great Valley Parkway Malvern, PA - 419,460 3,792,570 178,659 5 Great Valley Parkway Malvern, PA - 684,200 6,181,661 239,075 311 Sinclair Road Bristol, PA - 277,901 1,576,906 11,547 100 Cedar Hollow Road Malvern, PA - 1,436,814 - 15,984,594 3 Country View Road Malvern, PA - 814,278 - 4,773,575 425 Technology Drive Malvern, PA - 191,114 - 1,836,299 375 Technology Drive Malvern, PA - 191,114 - 1,797,871 100 Chesterfield Parkway Malvern, PA - 1,320,625 - 6,531,599 181-187 Gibraltar Road Horsham, PA - 360,549 3,259,984 430,483 104 Rock Road Horsham, PA - 330,111 2,981,669 22,012 123-135 Rock Road Horsham, PA - 292,360 2,411,677 27,255 111-159 Gibraltar Road Horsham, PA - 489,032 4,126,151 30,525 161-175 Gibraltar Road Horsham, PA - 294,673 2,663,722 431,257 125-137 Gibraltar Road Horsham, PA - 270,906 2,448,500 263,500 261-283 Gibraltar Road Horsham, PA - 464,871 3,951,972 38,336 - -95- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 210-223 Witmer Road Horsham, PA - 270,282 2,441,276 1,366,734 231-237 Gibraltar Road Horsham, PA - 436,952 3,948,963 266,870 100 Gibraltar Road Horsham, PA - 38,729 349,811 8,621 101 Gibraltar Road Horsham, PA - 651,990 5,888,989 134,789 506 Prudential Road Horsham, PA - 208,140 895,470 617,165 113-123 Rock Road Horsham, PA - 351,072 3,171,001 21,292 101-111 Rock Road Horsham, PA - 350,561 3,166,389 21,866 120 Gibraltar Road Horsham, PA - 533,142 4,830,515 102,817 110 Gibraltar Road Horsham, PA - 673,041 5,776,369 53,020 100-107 Lakeside Drive Horsham, PA - 239,528 2,163,498 191,520 200-264 Lakeside Drive Horsham, PA - 502,705 4,540,597 402,390 300-309 Lakeside Drive Horsham, PA - 369,475 3,338,761 125,473 400-445 Lakeside Drive Horsham, PA - 543,628 4,910,226 1,084,058 104 Witmer Road Horsham, PA - 1,248,148 - 436,403 201 Gibraltar Road Horsham, PA - 380,127 3,433,433 547,979 3600 Horizon Drive King of Prussia, PA - 236,432 1,856,252 23,195 3602 Horizon Drive King of Prussia, PA - 217,734 1,759,489 95,837 400-500 Brandywine Parkway West Chester, PA - 845,846 6,809,025 319,103 600 Brandywine Parkway West Chester, PA - 664,899 5,352,410 166,337 2700 Horizon Drive King of Prussia, PA - 764,370 - 3,561,424 2900 Horizon Drive King of Prussia, PA - 679,440 - 3,446,580 719 Dresher Road Horsham, PA - 493,426 2,812,067 63,597 2250 Hickory Road Plymouth Meeting, PA 6,540,000 1,015,851 9,175,555 168,195 3400 Horizon Drive King of Prussia, PA - 776,496 3,139,068 97,269 One Ridgewood Place Downingtown, PA - 422,460 2,337,195 4,204 300 Welsh Road Horsham, PA - 696,061 3,339,991 653 6 Terry Drive Newtown, PA - 622,029 2,228,851 721 14 Lee Boulevard Malvern, PA 2,700,000 664,282 - 6,316,902 500 Chester Field Parkway Malvern, PA 1,500,000 472,364 - 2,876,942 300-400 Chester Field Parkway Malvern, PA 2,500,000 937,212 - 4,488,377 1805 Underwood Boulevard Delran, NJ - 188,610 612,736 17,699 150 Mid-Atlantic Parkway West Deptford, NJ - 86,968 304,672 204,565 18 Boulden Circle New Castle, DE - 188,144 - 3,916,666 501 Delran Parkway Delran, NJ - 182,192 - 2,933,026 600 Delran Parkway Delran, NJ - 368,843 - 5,945,538 1607 Imperial Way West Deptford, NJ - 286,413 - 2,972,362 1 Boulden Circle New Castle, DE - 88,397 - 1,342,750 31-55 Read's Way New Castle, DE - 901,391 - 5,606,409 3 Boulden Circle New Castle, DE - 119,802 - 2,132,940 5 Boulden Circle New Castle, DE - 219,641 - 3,514,502 601 Delran Parkway Delran, NJ - 193,794 - 1,637,185 51 Haddonfield Road Cherry Hill, NJ - 251,443 - 9,356,642 57 Read's Way New Castle, DE 2,365,494 253,119 - 2,857,794 1370 Imperial Way West Deptford, NJ - 297,000 4,373,155 43,783 8 Stow Road Marlton, NJ - 172,600 1,704,436 93,639 10 Stow Road Marlton, NJ - 147,000 1,451,536 69,149 12 Stow Road Marlton, NJ - 103,300 1,021,036 163,507 14 Stow Road Marlton, NJ - 93,100 920,336 135,399 1300 Metropolitan Avenue West Deptford, NJ - 220,000 1,980,000 37,266 701A Route 73 South Marlton, NJ - 264,387 3,772,000 1,770,674 701C Route 73 South Marlton, NJ - 84,949 1,328,000 247,365 1008 Astoria Boulevard Cherry Hill, NJ - 27,120 424,880 428,595 1475 Imperial Way West Deptford, NJ - 54,000 846,000 189,508 3000 Atrium Way Mt. Laurel, NJ 4,270,113 500,000 4,500,000 3,051,549 750 Cardinal Drive Bridgeport, NJ - 230,000 2,070,000 546,696 11000, 15000, 17000 Commerce Parkway Mt. Laurel, NJ - 455,100 4,394,900 507,564 12000, 14000 Commerce Parkway Mt. Laurel, NJ - 361,800 3,285,817 145,266 16000, 18000 Commerce Parkway Mt. Laurel, NJ - 289,700 2,512,683 331,592 406 Lippincott Drive Marlton, NJ - 321,455 1,539,871 786,108 234 High Hill Road Bridgeport, NJ 1,552,768 249,472 1,477,515 335,497 231 Lake Drive New Castle, DE - 623,043 - 4,023,066 100 Arlington Boulevard Bridgeport, NJ - 6,368 - 4,613,489 100 Berkeley Drive Swedesboro, NJ 1,829,355 395,160 1,915,215 222,541 301 Lippincott Drive Marlton, NJ - 1,069,837 4,780,163 405,532 303 Lippincott Drive Marlton, NJ - 1,069,837 4,780,163 370,228 510-512 Sharptown Road Bridgeport, NJ 786,089 125,410 1,072,683 34,802 901 Route 73 Marlton, NJ - 334,411 2,733,314 93,664 Four Greentree Center Marlton, NJ 2,668,821 449,400 3,074,850 594,791 512 Sharptown Road Bridgeport, NJ 1,188,838 180,468 1,543,617 49,193 15 Boulden Circle New Castle, DE - 406,064 - 5,340,744 404 Lippincott Drive Marlton, NJ - 131,896 - 1,672,248 263 Quigley Boulevard New Castle, DE - 170,386 1,302,739 109,801 34 Blevins Drive New Castle, DE - 195,932 1,498,061 46,334 104 Gaither Drive Mt Laurel, NJ - 132,075 1,151,988 221,476 2 Lukens Drive New Castle, DE - 169,050 1,290,150 100,264 402 Lippincott Drive Marlton, NJ - 131,896 - 1,629,153 3000 Lincoln Drive Mt. Laurel, NJ - 284,052 2,458,155 1,128,512 6000 Commerce Parkway Mt. Laurel, NJ - 234,151 2,022,683 131,971 7000 Commerce Parkway Mt. Laurel, NJ - 260,014 2,236,684 70,246 8000 Commerce Parkway Mt. Laurel, NJ - 234,814 1,995,098 66,344 9000 Commerce Parkway Mt. Laurel, NJ - 286,587 2,474,820 54,496 1000 Briggs Road Mt. Laurel, NJ - 288,577 2,546,537 234,140 1025 Briggs Road Mt. Laurel, NJ 2,077,321 430,990 3,714,828 16,424 9 Stow Road Marlton, NJ - 652,642 1,765,065 157,746 2000 Crawford Place Mt. Laurel, NJ - 310,831 2,797,744 710,016 1351 Metropolitan Avenue Pureland, NJ - 189,465 1,728,789 26,638 650 Grove Road Pureland, NJ - 267,214 2,438,323 123,920 400 Grove Road Pureland, NJ - 145,009 1,323,085 55,733 5000 Dearborn Court Mt. Laurel, NJ - 1,057,763 4,191,827 30,948 - -96- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 515 Heron Drive Bridgeport, NJ 1,451,118 334,017 2,367,538 8,042 500 Sharptown Road Pureland, NJ 1,415,327 300,404 2,645,235 30,993 625 Heron Drive Bridgeport, NJ 482,963 180,226 908,953 4,487 605 Heron Drive Bridgeport, NJ 633,271 265,381 1,046,866 4,528 510 Heron Drive Bridgeport, NJ 5,990,523 790,335 7,901,878 75,418 522 Pedricktown Road Bridgeport, NJ 879,853 176,309 1,360,293 16,414 530 Pedricktown Road Bridgeport, NJ 1,281,524 350,813 1,901,471 29,853 540 Pedricktown Road Bridgeport, NJ 3,194,248 531,280 4,532,010 21,538 230 High Hill Road Bridgeport, NJ 5,945,992 1,418,000 8,860,843 5,313 3 Mallard Court Bridgeport, NJ 2,137,468 417,893 2,447,865 4,665 730 Cardinal Drive Bridgeport, NJ 1,405,851 576,598 1,780,345 37,135 405 Heron Drive Bridgeport, NJ 11,608,812 2,167,471 18,120,223 1,125,857 100 Eagle Road Bridgeport, NJ 1,079,560 256,491 1,434,429 17,816 250 High Hill Road Bridgeport, NJ 1,799,724 246,478 2,269,440 170,934 508 Center Square Road Bridgeport, NJ 1,619,362 453,341 3,458,248 940 602 Heron Drive Bridgeport, NJ 1,530,178 524,728 2,240,478 4,534 300 Eagle Court Bridgeport, NJ - 1,135,989 1,872,753 6,676 500 Center Square Road Bridgeport, NJ - 1,338,839 6,186,541 12,759 1001 Briggs Road Marlton, NJ - 701,705 3,505,652 214,261 1960 Cuthbert Boulevard Cherry Hill, NJ - 321,699 1,291,557 22,670 1970 Cuthbert Boulevard Cherry Hill, NJ - 321,699 1,291,558 18,402 10000 & 11000 Route 73 Marlton, NJ - 715,705 2,579,524 81,945 1655 Valley Center Parkway Bethlehem, PA 1,821,799 214,431 - 1,867,129 6560 Stonegate Drive Allentown, PA - 458,281 - 2,310,959 6370 Hedgewood Drive Allentown, PA - 540,795 - 2,996,787 6390 Hedgewood Drive Allentown, PA - 707,203 - 2,501,156 1495 Valley Center Parkway Bethlehem, PA 4,166,495 434,640 - 3,586,015 6350 Hedgewood Drive Allentown, PA - 360,027 - 3,243,444 6330 Hedgewood Drive Allentown, PA - 531,268 - 4,230,513 1550 Valley Center Parkway Bethlehem, PA - 196,954 - 3,162,582 1560 Valley Center Parkway Bethlehem, PA - 240,069 - 3,878,108 6580 Snowdrift Road Allentown, PA - 388,328 - 2,457,991 1510 Valley Center Parkway Bethlehem, PA 3,379,289 312,209 - 3,303,351 1530 Valley Center Parkway Bethlehem, PA - 211,747 - 2,572,949 6540 Stonegate Drive Allentown, PA - 422,042 - 3,597,764 974 Marcon Boulevard Allentown, PA - 143,500 - 2,128,439 964 Marcon Street Allentown, PA 1,051,463 138,816 - 1,492,059 764 Roble Road Allentown, PA 752,410 141,069 - 794,167 3174 Airport Road Allentown, PA - 98,986 - 1,105,398 2196 Avenue C Allentown, PA - 101,159 - 1,201,733 2202 Hanger Place Allentown, PA - 137,439 - 1,291,510 2201 Hanger Place Allentown, PA - 128,454 - 1,408,249 954 Marcon Boulevard Allentown, PA - 103,665 - 1,160,635 57 South Commerce Way Allentown, PA - 390,839 2,701,161 262,948 754 Roble Road Allentown, PA - 162,115 1,731,885 88,842 894 Marcon Boulevard Allentown, PA - 117,134 1,048,866 28,576 744 Roble Road Allentown, PA - 159,771 1,734,229 143,948 944 Marcon Boulevard Allentown, PA - 118,521 1,435,479 154,891 1685 Valley Center Parkway Allentown, PA - 244,029 - 2,051,109 6520 Stonegate Drive Allentown, PA - 453,315 - 1,825,129 7437 Industrial Boulevard Allentown, PA - 717,488 5,022,413 1,410,165 2041 Avenue C Allentown, PA 700,000 213,599 1,095,217 71,893 2124 Avenue C Allentown, PA 800,000 289,197 1,039,835 54,349 7339 Industrial Boulevard Allentown, PA - 1,187,776 - 5,647,219 7384 Penn Drive Allentown, PA 4,379,122 651,696 2,286,518 413,492 7144 Daniels Drive Allentown, PA - 2,390,217 2,342,761 3,424,554 7620 Cetronia Road Allentown, PA - 1,091,806 3,851,456 173,944 939 Marcon Boulevard Allentown, PA 4,379,122 2,220,414 4,524,393 734,002 100 Brodhead Road Allentown, PA 2,700,170 429,416 2,919,588 180,343 1455 Valley Center Parkway Bethlehem, PA - 670,290 - 3,634,924 1640 Valley Center Parkway Bethlehem, PA - 359,000 - 2,412,319 1650 Valley Center Parkway Allentown, PA - 359,000 - 2,220,365 1660 Valley Center Parkway Bethlehem, PA - 359,000 - 2,059,742 400 Nestle Way Allentown, PA 27,306,503 8,065,500 - 26,414,687 83 South Commerce Way Bethlehem, PA - 143,661 888,128 198,098 85 South Commerce Way Bethlehem, PA - 236,708 987,949 81,386 87 South Commerce Way Bethlehem, PA - 253,886 1,062,881 75,930 89 South Commerce Way Bethlehem, PA - 320,000 - 1,929,169 7339 Industrial Boulevard Allentown, PA - 2,670,849 13,307,408 681,221 95 Highland Avenue Bethlehem, PA - 430,593 3,182,080 300,436 236 Brodhead Road Bethlehem, PA - 376,962 4,672,683 24,861 6620 Grant Way Allentown, PA - 430,824 1,915,923 6,338 700 Nestle Way Allentown, PA - 3,473,120 - 16,841,369 7562 Penn Drive Allentown, PA - 269,614 844,069 78,851 7277 Williams Avenue Allentown, PA - 462,964 1,449,009 114,008 7355 Williams Avenue Allentown, PA - 489,749 1,658,091 111,842 794 Roble Boulevard Allentown, PA - 1,147,541 6,088,041 56,406 6923 Schantz Spring Road Allentown, PA - 1,127,805 3,309,132 38,265 2600 Beltline Avenue Reading, PA - 558,903 2,234,167 13,160 7132 Daniels Drive Allentown, PA - 1,623,326 3,464,626 3,734,559 3985 Adler Place Bethlehem, PA - 705,367 3,915,820 146,727 12000,001,040 Indian Creek Court Beltsville, MD 6,358,900 2,659,431 - 10,589,712 8280 Patuxent Range Drive Columbia, MD - 181,601 - 1,297,559 7178-80 Columbia Gateway Columbia, MD - 1,569,237 4,786,887 403,549 8730 Bollman Place Columbia, MD 2,942,495 624,131 4,576,964 77,839 9770 Patuxent Woods Drive Columbia, MD - 341,663 3,033,309 10,308 9780 Patuxent Woods Drive Columbia, MD - 218,542 1,940,636 6,598 9790 Patuxent Woods Drive Columbia, MD - 243,791 2,164,094 11,654 9810 Patuxent Woods Drive Columbia, MD - 266,684 2,366,901 8,040 - -97- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 9800 Patuxent Woods Drive Columbia, MD - 299,099 2,654,069 8,022 9820 Patuxent Woods Drive Columbia, MD - 237,779 2,110,835 8,752 9830 Patuxent Woods Drive Columbia, MD - 296,262 2,628,933 13,474 9050 Red Branch Road Columbia, MD - 290,950 2,577,153 7,422 4606 Richlynn Drive Belcamp, MD - 299,600 1,818,861 9,828 8945-8975 Guilford Columbia, MD - 2,428,795 7,493,740 10,943 7317 Parkway Drive Hanover, MD - 1,104,359 1,959,671 297 180,190 Cochrane Drive Annapolis, MD - 3,670,256 - 16,134,498 9101,9111,9115 Guilford Road Columbia, MD - 758,951 - 3,331,729 9125,9135,9145 Guilford Road Columbia, MD - 900,154 - 5,786,760 10 South Third Street Richmond, VA - 27,970 127,419 45,962 1751 Bluehills Drive Roanoke, VA - 1,063,728 8,500,677 101,951 4300 Carolina Avenue Richmond, VA - 2,007,717 14,927,608 411,598 301 Hill Carter Parkway Richmond, VA - 659,456 4,836,010 63,204 4001 Carolina Avenue Richmond, VA - 29,443 215,914 32,683 5600-5626 Eastport Boulevard Richmond, VA 2,566,667 489,941 3,592,900 182,341 5650-5674 Eastport Boulevard Richmond, VA 2,566,667 644,384 4,025,480 135,951 5700 Eastport Boulevard Richmond, VA 2,566,667 408,729 2,697,348 43,619 11020 Hull Street Road Richmond, VA - 139,887 637,261 8,938 3432 Holland Road Virginia Beach, VA - 173,527 790,515 11,088 4880 Cox Road Richmond, VA 3,100,000 743,898 4,499,807 1,165,166 5162 Valleypointe Parkway Roanoke, VA 1,300,000 551,483 2,612,312 35,237 4101- 4127 Carolina Avenue Richmond, VA 1,310,951 310,854 2,279,597 57,138 4201-4261 Carolina Avenue Richmond, VA 2,996,458 693,203 5,083,493 179,673 4263-4299 Carolina Avenue Richmond, VA 1,872,786 256,203 2,549,649 669,468 4301-4335 Carolina Avenue Richmond, VA - 223,696 1,640,435 116,604 4337-4379 Carolina Avenue Richmond, VA 2,060,065 325,303 2,385,557 418,235 4501-4549 Carolina Avenue Richmond, VA 2,658,415 486,166 3,565,211 130,933 4551-4593 Carolina Avenue Richmond, VA 2,690,316 474,360 3,478,646 93,388 4601-4643 Carolina Avenue Richmond, VA 2,690,316 652,455 4,784,675 284,717 4645-4683 Carolina Avenue Richmond, VA 2,126,732 404,616 2,967,187 797,642 4447-4491 Carolina Avenue Richmond, VA 2,812,603 454,056 2,729,742 72,274 4401-4445 Carolina Avenue Richmond, VA 3,200,000 615,038 4,510,272 84,893 12 S. Third Street Richmond, VA - 40,539 184,682 6,125 9601 Cosner Drive Fredericksburg, VA 2,600,000 475,262 3,917,234 152,182 315 Cardiff Valley Road Knoxville, TN - 443,305 2,950,903 42,487 2300 East Parham Road Richmond, VA - 221,947 1,011,088 14,181 1347 Diamond Springs Road Virginia Beach, VA - 436,898 3,203,919 159,512 5221 Valleypark Drive - Bldg A Roanoke, VA 1,264,321 285,008 998,370 224,335 5228 Valleypointe Parkway - Bldg B Roanoke, VA 1,086,930 218,663 796,133 97,364 5238 Valleypark Drive - Bldg C Roanoke, VA 1,267,441 416,375 1,896,832 91,730 5601-5659 Eastport Boulevard Richmond, VA 3,115,580 705,660 - 5,190,010 5900 Eastport Boulevard Richmond, VA 4,076,017 676,661 - 5,767,095 4717-4729 Eubank Road Richmond, VA 3,115,580 449,447 3,294,697 91,775 5251 Concourse Drive Roanoke, VA - 2,813 - 1,786,306 4263F-N. Carolina Ave Richmond, VA 1,281,034 91,476 - 1,622,797 4200 Oakleys Court Richmond, VA 1,552,768 459,090 2,468,454 33,041 1821 Battery Dantzler Road Richmond, VA - 394,212 3,035,113 24,814 5000 Cox Road Glen Allen, VA 2,620,297 770,214 3,685,248 26,510 510 Eastpark Court Richmond, VA 1,455,720 261,961 2,110,874 36,598 520 Eastpark Court Richmond, VA 3,163,766 486,118 4,083,582 51,759 13001 Kingston Avenue Chester, VA - 376,584 - 2,003,110 5701-5799 Eastport Boulevard Richmond, VA - 694,644 - 5,087,258 4801 Cox Road Richmond, VA - 1,072,896 - 8,837,667 600 HP Way Richmond, VA - 146,126 - 8,176,262 500 HP Way Richmond, VA - 142,692 - 6,859,186 4198 Cox Road Glen Allen, VA - 670,292 3,839,245 25,091 5310 Valley Park Drive Roanoke, VA - 149,933 - 1,110,755 4510 Cox Road Glen Allen, VA - 1,010,024 7,469,828 64,568 2809 South Lynnhaven Road Virginia Beach, VA - 953,590 6,142,742 319,273 200 Golden Oak Court Virginia Beach, VA 3,315,000 1,116,693 6,770,480 175,321 208 Golden Oak Court Virginia Beach, VA 3,185,000 965,177 6,728,717 114,727 1 Enterprise Parkway Hampton, VA - 974,675 5,579,869 166,337 22 Enterprise Parkway Hampton, VA - 1,097,368 6,760,778 216,121 484 Viking Drive Virginia Beach, VA - 891,753 3,607,890 87,426 10430 Lakeridge Parkway Richmond, VA 2,296,557 421,267 3,770,870 57,444 10456 Lakeridge Parkway Richmond, VA 2,231,356 409,261 3,663,754 60,002 3829-3855 Gaskins Road Richmond, VA - 364,165 3,264,114 5,174 629 Phoenix Drive Virginia Beach, VA - 371,694 2,108,097 16,966 11838 Rock Landing Drive Newport News, VA - 673,942 2,111,481 59,462 11844 Rock Landing Drive Newport News, VA - 326,774 1,391,561 31,762 11846 Rock Landing Drive Newport News, VA - 299,066 1,419,266 31,288 5700 Cleveland Street Virginia Beach, VA - 700,112 9,592,721 210,107 4523 Green Point Drive High Point, NC 878,460 234,564 - 2,012,820 4501 Green Point Drive High Point, NC 1,126,325 319,289 - 2,233,645 4500 Green Point Drive High Point, NC 923,415 230,622 - 2,015,519 2427 Penny Road High Point, NC 6,232,330 1,165,664 - 6,187,028 4524 Green Point Drive High Point, NC 2,121,627 182,810 - 2,104,406 4328, 4336 Federal Drive High Point, NC 6,106,615 521,122 - 7,680,076 200 Centreport Drive Greensboro, NC 3,375,316 331,400 3,768,600 260,361 4344 Federal Drive High Point, NC 2,603,815 484,001 - 2,324,091 202 Centreport Drive Greensboro, NC 3,761,066 549,948 5,360,462 177,333 101 Centreport Drive Greensboro, NC - 826,237 - 6,566,167 4000 Piedmont Parkway High Point, NC 3,761,066 592,885 4,825,615 194,568 4380 Federal Drive High Point, NC - 282,996 - 2,887,702 4388 Federal Drive High Point, NC - 143,661 - 1,114,693 6532 Judge Adams Road Rock Creek, NC - 354,903 - 3,489,265 3860 Faber Place N. Charleston, SC 2,996,353 796,655 1,974,359 99,873 4055 Faber Place N. Charleston, SC 3,490,849 882,352 4,794,144 43,911 - -98- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 3820 Faber Place N. Charleston, SC 2,435,565 506,558 2,365,146 62,765 3875 Faber Place N. Charleston, SC 4,847,726 1,164,530 - 5,702,849 440 Knox Abbott Drive Cayce, SC - 576,767 3,395,168 205,343 150 Ridgeview Center Drive Duncan, SC 6,438,241 711,353 8,056,324 14,641 1320 Garlington Road Greenville, SC 1,224,000 398,539 1,761,533 55,781 420 Park Avenue Greenville, SC 2,056,320 522,548 2,730,261 560,968 1 Alliance Drive Goose Creek, SC - 662,422 - 1,714,203 111 Southchase Boulevard. Fountain Inn, SC - 499,065 4,570,357 442,624 300 International Boulevard Fountain Inn, SC - 180,560 639,305 516 4160 Mendenhall Oaks Parkway High Point, NC - 285,882 - 3,108,469 1208 Eastchester Drive High Point, NC - 487,209 4,200,817 176,811 7720 Mendenhall Oaks Parkway High Point, NC - 801,902 - 17,816,078 One Independence Pointe Greenville, SC - 780,881 6,199,230 154,472 55 Beattie Place Greenville, SC - 2,643,105 23,439,801 364,261 75 Beattie Place Greenville, SC 10,722,438 2,406,646 17,400,939 208,194 7736 McCloud Road Greensboro, NC - 591,795 5,895,312 151,947 15 Brendan Way Greenville, SC - 614,192 3,012,019 1,665 200 Meeting Street Charleston, SC - 4,027,428 29,542,711 719,255 7500 West 110th Street Overland Park, KS - 2,380,493 9,575,474 84,744 8035 Quivira Road Lenexa, KS - 1,180,181 4,737,816 154 4300 Federal Drive High Point, NC - 264,038 - 1,602,008 1730 Stebbins Drive Houston, TX - 143,258 - 413,414 5911-5925 Richard Street Jacksonville, FL - 275,582 - 508,059 8383-8385 Baycenter Road Jacksonville, FL - 63,703 - 612,320 8775 Baypine Road Jacksonville, FL - 906,804 - 3,142,795 8539 Western Way Jacksonville, FL - 328,133 - 3,172,380 6255 Lake Gray Boulevard Jacksonville, FL - 813,067 - 3,293,572 6600-6660 Suemac Place Jacksonville, FL - 210,804 - 1,894,774 6800-6850 Suemac Place Jacksonville, FL - 121,077 - 978,170 8665,8667,8669 Baypine Road Jacksonville, FL - 966,552 - 3,924,841 8540 Baycenter Road Jacksonville, FL - 445,603 - 1,371,536 1200 Riverplace Boulevard Jacksonville, FL - 1,028,864 - 16,927,899 8400 Baymeadows Way Jacksonville, FL - 557,682 - 2,332,209 8614 Baymeadows Way Jacksonville, FL - 290,291 - 1,110,880 5941-5975 Richard Street Jacksonville, FL - 583,622 - 1,113,225 7970 Bayberry Road Jacksonville, FL - 127,520 - 1,249,635 6000-6030 Bowdendale Avenue Jacksonville, FL - 275,475 - 1,592,174 7898 Baymeadows Way Jacksonville, FL - 561,802 - 1,972,330 5977-6607 Richard Street Jacksonville, FL - 180,033 - 1,565,681 7910 & 7948 Baymeadows Way Jacksonville, FL - 210,299 - 2,679,151 7954 & 7960 Baymeadows Way Jacksonville, FL - 291,312 - 2,980,181 8787 Baypine Road Jacksonville, FL - 2,076,306 - 35,605,962 7077 Bonneval Road Jacksonville, FL - 768,000 5,789,000 1,007,066 4190 Belfort Road Jacksonville, FL - 821,000 5,866,000 1,517,110 8011, 8021, 8031 Phillips Highway Jacksonville, FL - 626,250 3,548,750 852,736 7020 AC Skinner Parkway Jacksonville, FL 3,278,878 398,257 - 2,454,352 7040 AC Skinner Parkway Jacksonville, FL 2,314,502 706,934 - 3,109,161 11777 Central Highway Jacksonville, FL - 92,207 429,997 1,925,123 4345 Southpoint Parkway Jacksonville, FL - - - 8,094,976 7016 AC Skinner Parkway Jacksonville, FL - 597,181 - 2,326,445 7018 AC Skinner Parkway Jacksonville, FL - 840,996 - 4,081,086 6620 Southpoint Drive Jacksonville, FL - 614,602 4,267,477 305,862 7980 Bayberry Road Jacksonville, FL - 330,726 1,338,101 20,157 9600 Satellite Boulevard Orlando, FL - 252,850 1,297,923 13,374 9700 Satellite Boulevard Orlando, FL - 405,362 1,146,546 12,238 1902 Cypress Lake Drive Orlando, FL - 523,512 3,191,790 542,241 8250 & 8256 Exchange Place Orlando, FL - 622,413 2,507,842 53,905 6600 Southpoint Parkway Jacksonville, FL - 998,432 4,055,727 22,716 6700 Southpoint Parkway Jacksonville, FL - 620,719 3,178,610 27,782 4801 Executive Park Court - 100 Jacksonville, FL 2,471,784 554,993 2,993,277 - 4801 Executive Park Court - 200 Jacksonville, FL 1,108,892 370,017 1,995,518 47 4810 Executive Park Court Jacksonville, FL 1,108,892 369,694 3,045,639 - 6602 Executive Park Court - 100 Jacksonville, FL 1,164,046 388,519 2,095,293 56,292 6602 Executive Park Court - 200 Jacksonville, FL 886,823 296,014 1,596,347 - 6631 Executive Park Court - 100 Jacksonville, FL 754,743 251,613 1,356,849 - 6631 Executive Park Court - 200 Jacksonville, FL 1,219,201 406,561 2,195,070 9,284 4815 Executive Park Court - 100 Jacksonville, FL 1,097,280 366,317 1,975,393 - 4815 Executive Park Court - 200 Jacksonville, FL 1,386,115 462,522 2,494,397 17,120 4825 Executive Park Court Jacksonville, FL 1,801,224 601,278 3,242,491 - 4820 Executive Park Court Jacksonville, FL 1,515,292 555,173 2,693,130 415,050 10511 & 10611 Satellite Boulevard Orlando, FL - 517,554 2,568,186 84,579 1400-1440 Central Florida Parkway Orlando, FL - 518,043 2,561,938 35,915 6601 Executive Park Circle North Jacksonville, FL - 551,250 3,128,361 640 1300 Riverplace Boulevard Jacksonville, FL - 1,804,258 7,755,572 221,985 4901 Belfort Land Jacksonville, FL - 877,964 2,360,742 1,871,609 16445 Air Center Boulevard Houston, TX - 363,339 2,509,186 582 16405 Air Center Boulevard Houston, TX - 438,853 3,030,396 1,162 2216 Directors Row Orlando, FL - 453,918 2,572,202 268 7460 Chancellor Drive Orlando, FL - 266,555 902,949 231,466 1901 Summit Tower Boulevard Maitland, FL - 6,078,791 12,348,567 350,031 3701-3727 Vineland Road Orlando, FL - 767,929 2,096,504 46,316 4001,4051,4101 Fowler Avenue Tampa, FL - 1,299,310 - 4,752,467 5501-5502 Pioneer Park Boulevard Tampa, FL - 162,000 1,613,000 150,458 5690-5694 Crenshaw Street Tampa, FL - 181,923 1,812,496 142,834 3102,3104,3110 Cherry Palm Drive Tampa, FL - 503,767 2,787,585 75,673 8401-8408 Benjamin Road Tampa, FL - 789,651 4,454,648 227,424 3501 Riga Boulevard Tampa, FL - 617,289 3,048,379 184,586 111 Kelsey Lane Tampa, FL - 359,540 1,461,850 164,325 7930, 8010-20 Woodland Center Tampa, FL 4,876,417 1,408,478 5,247,246 158,689 - -99- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 7920 Woodland Center Boulevard Tampa, FL 2,918,017 1,382,648 2,445,444 404,336 8154-8198 Woodland Center Tampa, FL 2,467,584 399,088 2,868,834 12,512 8112-42 Woodland Center Tampa, FL 2,545,920 513,263 3,230,239 4,600 8212 Woodland Center Tampa, FL 1,940,579 820,882 2,322,720 14,211 131 Kelsey Lane Tampa, FL - 511,463 - 4,466,826 7724 Woodland Center Boulevard Tampa, FL - 235,893 - 2,094,260 8921 Brittany Way Tampa, FL - 255,583 1,063,882 849,197 5250 Eagle Trail Drive Tampa, FL - 952,860 - 3,457,117 1701 Clint Moore Boulevard Boca Raton, FL - 1,430,884 3,043,553 39,852 4555 Riverside Drive Beach Gardens, FL - 805,672 5,782,360 16,244 2500 Metrocentre Boulevard West Palm Beach, FL - 238,362 1,534,926 20,400 2540 Metrocentre Boulevard West Palm Beach, FL - 165,071 1,058,736 32,530 2541 Metrocentre Boulevard West Palm Beach, FL - 145,091 379,318 568,206 2580 Metrocentre Boulevard West Palm Beach, FL - 256,478 1,651,602 21,571 2581 Metrocentre Boulevard West Palm Beach, FL - 189,359 1,218,712 16,634 1101 Northpoint Parkway West Palm Beach, FL - 258,606 1,462,432 47,614 3223 Commerce Place West Palm Beach, FL - 501,843 2,012,290 20,403 801 Northpoint Parkway West Palm Beach, FL - 459,284 2,597,108 7,888 5410 - 5430 Northwest 33rd Avenue Ft. Lauderdale, FL - 603,776 4,176,238 102,827 6500 NW 12th Avenue Ft. Lauderdale, FL - 7,099 3,046,309 26,716 6600 NW 12th Avenue Ft. Lauderdale, FL - 7,102 3,047,462 31,244 1500 SW 5th Court Pompano Beach, FL - 972,232 3,892,085 5,159 1651 SW 5th Court Pompano Beach, FL - 203,247 811,093 9,515 1601 SW 5th Court Pompano Beach, FL - 203,247 811,093 50,505 1501 SW 5th Court Pompano Beach, FL - 203,247 811,093 10,134 1400 SW 6th Court Pompano Beach, FL - 1,157,049 4,620,956 40,900 1405 SW 6th Court Pompano Beach, FL - 392,138 1,565,787 9,515 595 SW 13th Terrace Pompano Beach, FL - 359,933 1,437,116 3,806 601 SW 13th Terrace Pompano Beach, FL - 164,413 655,933 9,767 605 SW 16th Terrace Pompano Beach, FL - 310,778 1,238,324 1,046 2440-2478 Metrocentre Boulevard West Palm Beach, FL - 470,214 2,120,555 27,939 951 Broken Sound Parkway Boca Raton, FL 3,082,573 1,426,251 6,098,952 100,627 3400 Lakeside Drive Miramar, FL - 2,022,153 11,345,881 304,395 3450 Lakeside Drive Miramar, FL - 2,022,152 11,357,143 104,662 13650 NW 8th Street Sunrise, FL - 558,223 2,171,930 17,591 13630 NW 8th Street Sunrise, FL - 659,797 2,596,275 118,812 777 Yamato Road Boca Raton, FL - 4,101,247 16,077,347 1,723 1801 Clint Moore Boulevard Boca Raton, FL - 1,065,068 4,481,644 59,032 6601-6625 W. 78th Street Bloomington, MN - 2,263,060 - 38,510,925 2905 Northwest Boulevard Plymouth, MN - 516,920 4,646,342 484,398 2800 Campus Drive Plymouth, MN - 395,366 3,554,512 145,676 2955 Xenium Lane Plymouth, MN - 151,238 1,370,140 73,250 9401-9443 Science Center Drive New Hope, MN - 431,295 3,888,684 130,008 6321-6325 Bury Drive Eden Prairie, MN - 462,876 4,151,790 15,393 7115-7173 Shady Oak Road Eden Prairie, MN - 454,974 4,089,410 107,771 7660-7716 Golden Triangle Drive Eden Prairie, MN - 568,706 5,115,177 671,719 7400 Flying Cloud Drive Eden Prairie, MN - 195,982 1,762,027 18,678 330 Second Avenue Minneapolis, MN - 1,481,560 13,043,160 1,561,621 10301-10305 West 70th Street Eden Prairie, MN - 120,622 1,085,226 71,595 10321 West 70th Street Eden Prairie, MN - 145,198 1,305,700 31,000 10333 West 70th Street Eden Prairie, MN - 110,746 995,868 26,724 10349-10357 West 70th Street Eden Prairie, MN - 275,903 2,481,666 256,059 10365-10375 West 70th Street Eden Prairie, MN - 291,077 2,618,194 151,644 10393-10394 West 70th Street Eden Prairie, MN - 269,618 2,423,318 225,206 7078 Shady Oak Road Eden Prairie, MN - 343,093 3,085,795 1,690 5600 & 5610 Rowland Road Minnetonka, MN - 828,650 7,399,409 58,135 2920 Northwest Boulevard Plymouth, MN - 392,026 3,433,678 651,380 5400-5500 Feltl Road Minnetonka, MN - 883,895 7,983,345 132,901 10300 Bren Road Minnetonka, MN - 344,614 3,110,477 176,864 14630-14650 28th Avenue North Plymouth, MN - 198,205 1,793,422 50,930 7695-7699 Anagram Drive Eden Prairie, MN - 760,525 3,254,758 25,128 7550 Meridian Circle Maple Grove, MN 2,308,128 513,250 2,901,906 9,347 2800 Northwest Boulevard Plymouth, MN 4,897,625 1,934,438 10,952,503 5,932 3255 Neil Armstrong Boulevard Eagan, MN - 1,131,017 - 3,308,121 4801 West 81st Street Bloomington, MN 823,752 1,624,701 2,494,368 32,421 8100 Cedar Avenue Bloomington, MN 2,306,339 501,313 3,675,416 23,271 9600 54th Avenue Plymouth, MN - 332,317 3,077,820 32,259 7800 Equitable Drive Eden Prairie, MN - 2,188,525 3,788,762 286 7905 Fuller Road Eden Prairie, MN - 1,229,862 4,075,167 15,211 26911-26957 Northwestern Highway Southfield, MI - 7,799,515 66,268,817 4,465,604 1650 Research Drive Troy, MI - 763,067 7,201,677 55,753 1775 Research Drive Troy, MI - 331,422 2,788,073 39,623 1875 Research Drive Troy, MI - 329,863 2,774,006 39,601 1850 Research Drive Troy, MI - 781,054 7,364,300 114,580 1965 Research Drive Troy, MI - 419,090 3,578,928 40,911 1960 Research Drive Troy, MI - 419,146 3,579,166 46,843 27260 Haggerty Road Farmington Hills, MI - 456,877 4,091,196 32,732 27200 Haggerty Road Farmington Hills, MI - 382,754 3,425,227 36,627 27280 Haggerty Road Farmington Hills, MI - 452,860 4,055,512 28,347 27220 Haggerty Road Farmington Hills, MI - 203,064 1,802,592 18,135 27240 Haggerty Road Farmington Hills, MI - 171,518 1,518,192 17,271 27300 Haggerty Road Farmington Hills, MI - 370,378 3,311,366 74,634 1101 Allen Drive Troy, MI - 98,144 887,935 14,992 1151 Allen Drive Troy, MI - 164,483 1,486,220 14,798 1300 Rankin Street Troy, MI - 134,090 1,212,752 24,040 1350 Rankin Street Troy, MI - 111,776 1,011,497 21,743 1376-1400 Rankin Street Troy, MI - 134,292 1,213,626 65,236 1352-1374 Rankin Street Troy, MI - 153,275 1,385,098 27,412 1324-1346 Rankin Street Troy, MI - 134,090 1,212,214 9,081 - -100- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- OPERATING PROPERTIES - CONTINUED 1301-1307 Rankin Street Troy, MI - 111,776 1,011,121 15,664 1409 Allen Drive Troy, MI - 142,370 1,286,048 73,662 1304 E. Maple Road Troy, MI - 211,233 1,906,786 284,660 1334 Maplelawn Road Troy, MI - 124,296 1,122,802 824 1290 Maplelawn Road Troy, MI - 85,321 771,621 58,817 1070 Maplelawn Road Troy, MI - 68,560 620,595 40,673 950 Maplelawn Road Troy, MI - 252,429 2,265,259 24,248 894 Maplelawn Road Troy, MI - 181,749 1,632,243 17,270 1179 Maplelawn Road Troy, MI - 87,845 794,365 52,384 1940 Norwood Drive Troy, MI - 86,836 785,267 6,916 1311-1331 Maplelawn Road Troy, MI - 125,407 1,132,810 6,991 2354 Bellingham Street Troy, MI - 87,340 789,817 12,654 2360 Bellingham Street Troy, MI - 87,340 789,817 10,864 1911 Ring Drive Troy, MI - 86,129 778,900 10,825 26442-26450 Haggerty Road Farmington Hills, MI - 237,687 2,143,478 14,134 26500 Haggerty Road Farmington Hills, MI - 311,093 2,791,804 35,322 26650 Haggerty Road Farmington Hills, MI - 173,166 1,562,704 12,574 26700 Haggerty Road Farmington Hills, MI - 253,338 2,290,696 9,091 26750 Haggerty Road Farmington Hills, MI - 292,717 2,638,688 26,851 26800 Haggerty Road Farmington Hills, MI - 175,489 1,583,362 12,422 26842-26850 Haggerty Road Farmington Hills, MI - 239,606 2,160,470 13,974 50 West Big Bear Road Troy, MI - 2,159,678 19,481,454 143,132 100 West Big Bear Road Troy, MI - 2,113,006 19,057,355 67,593 245 Executive Drive Brookfield, WI - 577,067 5,197,903 118,305 8301 West Parkland Court Milwaukee, WI - 358,442 3,233,707 10,954 4701 West Schroeder Road Brown Deer, WI - 300,385 2,709,137 24,441 4555 West Schroeder Drive Brown Deer, WI - 401,290 3,616,779 358,503 32991 Hamilton Court Farmington Hills, MI - 1,065,392 3,627,675 - 7800 N. 113th Street Milwaukee, WI - 1,711,964 6,847,857 32,255 2475-2479 Elliot Avenue Troy, MI - 128,808 516,393 587 32661 Edward Avenue Madison Heights, MI - 378,838 2,330,550 4,054 32701 Edward Avenue Madison Heights, MI - 340,398 1,364,777 3,043 32751 Edward Avenue Madison Heights, MI - 151,410 859,462 69,415 32853 Edward Avenue Madison Heights, MI - 138,121 784,426 52,277 555 East Mandoline Avenue Madison Heights, MI - 140,862 799,993 924 599 East Mandoline Avenue Madison Heights, MI - 132,164 646,768 35,517 749 East Mandoline Avenue Madison Heights, MI - 144,658 708,054 915 750 East Mandoline Avenue Madison Heights, MI - 151,458 741,185 878 900 East Mandoline Avenue Madison Heights, MI - 157,729 771,872 915 949 East Mandoline Avenue Madison Heights, MI - 137,049 778,338 901 32390-32400 Howard Avenue Madison Heights, MI - 148,582 595,776 730 32090 John R. Road Madison Heights, MI - 70,351 399,251 6,610 31601 Research Park Drive Madison Heights, MI - 331,179 1,879,812 4,119 31651 Research Park Drive Madison Heights, MI - 194,012 1,101,576 1,132 31700 Research Park Drive Madison Heights, MI - 373,202 1,824,721 3,575 31701 Research Park Drive Madison Heights, MI - 185,845 1,054,681 55,613 31751 Research Park Drive Madison Heights, MI - 194,063 1,300,574 979 31800 Research Park Drive Madison Heights, MI - 217,929 1,601,469 1,788 800 Tech Row Madison Heights, MI - 444,977 2,984,811 6,322 900 Tech Row Madison Heights, MI - 155,606 883,725 1,021 1000 Tech Row Madison Heights, MI - 357,897 2,628,029 1,857 31771 Sherman Avenue Madison Heights, MI - 150,944 645,040 781 31791 Sherman Avenue Madison Heights, MI - 105,606 649,891 614 31811 Sherman Avenue Madison Heights, MI - 207,599 1,179,010 1,363 31831 Sherman Avenue Madison Heights, MI - 158,483 900,064 1,039 31900 Sherman Avenue Madison Heights, MI - 269,293 1,804,498 1,224 800 East Whitcomb Avenue Madison Heights, MI - 151,704 1,294,687 878 950 East Whitcomb Avenue Madison Heights, MI - 113,630 2,162,302 2,351 1000 East Whitcomb Avenue Madison Heights, MI - 113,512 1,023,613 37,918 1100 East Whitcomb Avenue Madison Heights, MI - 135,152 832,031 952 1201 East Whitcomb Avenue Madison Heights, MI - 302,567 1,213,232 2,687 1210 East Whitcomb Avenue Madison Heights, MI - 121,298 329,051 540 1260 Kempar Avenue Madison Heights, MI - 78,720 385,223 2,473 1280 Kempar Avenue Madison Heights, MI - 142,305 536,474 4,431 1001 East Lincoln Avenue Madison Heights, MI - 479,874 2,050,674 4,550 1201 East Lincoln Avenue Madison Heights, MI - 710,614 2,139,273 3,677 22515 Heslip Drive Madison Heights, MI - 144,477 338,277 573 8400 Lakeview Parkway Pleasant Prairie, WI - 892,146 4,032,027 93 8401 Lakeview Parkway Pleasant Prairie, WI - 649,631 3,462,362 81 9801 80th Avenue Pleasant Prairie, WI - 1,692,077 7,947,278 - 50 Gibson Drive West Malling, UK - - - 3,717,031 25 Kings Hill Avenue West Malling, UK 5,808,250 1,105,380 - 8,134,990 2 Kings Hill Avenue West Malling, UK - 785,565 - 5,452,826 50 Kings Hill Avenue West Malling, UK - 1,215,608 - 12,704,406 10 Kings Hill Avenue West Malling, UK - 983,547 - 6,444,987 ------------ ------------ -------------- -------------- Subtotal Operating Properties $408,150,780 $358,513,838 $1,514,674,421 $ 871,936,713 ============ ============ ============== ==============
- -101-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- DEVELOPMENT IN PROGRESS 45 Liberty Boulevard Malvern, PA $ - $ 4,380,221 $ - $ 7,598,428 3 Franklin Plaza Philadelphia, PA - 2,483,144 - 15,725,040 2500 Renaissance Boulevard King of Prussia, PA - 509,580 - 2,223,822 2300 Renaissance Boulevard King of Prussia, PA - 509,580 - 1,480,204 2100 Renaissance Boulevard King of Prussia, PA - 1,110,111 - 4,245,745 4 Walnut Grove Horsham, PA - 2,515,115 - 7,678,725 PNC Bank - Phase II Construction Philadelphia, PA - 0 - 4,728,357 600 Chesterfield Parkway Malvern, PA - 2,013,750 - 3,577,910 700 Chesterfield Parkway Malvern, PA - 2,013,750 - 2,953,064 2520 Renaissance Boulevard King of Prussia, PA - 1,020,000 - 174,503 201 Berkeley Drive Bridgeport, NJ - 270,880 - 3,910,471 300 Commodore Drive Bridgeport, NJ - 417,695 - 5,071,799 1020 Briggs Road Land Mt. Laurel, NJ - 494,334 - 711,586 800 Arlington Boulevard Logan, NJ - 1,687,500 - 596,860 1525 Valley Center Parkway Allentown, PA - 475,686 - 5,622,852 Lehigh Valley West Land - Lot 4 Upper Macungie, PA - 4,019,258 - 2,756,541 5500 Cox Road Glen Allen, VA - 443,485 - 2,126,243 701 Liberty Way Richmond, VA - 171,711 - 4,348,619 5305 Valley Park Drive Roanoke, VA - 266,948 - 1,635,361 530 Eastpark Court Richmond, VA - 266,883 - 2,365,724 801 Liberty Way Richmond, VA - 780,000 - 4,730,570 6532 Judge Adams Road Whitsett, NC - 305,821 - 3,634,907 4194 Mendenhall Oaks Parkway High Point, NC - 102,372 - 2,110,706 4196 Mendenhall Oaks Parkway High Point, NC - 66,731 - 1,613,085 4170 Mendenhall Oaks Parkway High Point, NC - 143,699 - 1,702,981 4180 Mendenhall Oaks Parkway High Point, NC - 121,329 - 1,598,881 3955 Faber Place Charleston, SC - 381,887 - 2,024,369 7014 AC Skinner Parkway Jacksonville, FL - 574,198 - 2,346,101 9550 Satellite Boulevard Orlando, FL - 574,831 - 1,991,248 Butler Plaza Jacksonville, FL - 1,299,201 - 2,318,280 7802-50 Woodland Center Boulevard Tampa, FL - 357,364 - 2,291,538 7852-98 Woodland Center Boulevard Tampa, FL - 357,364 - 2,318,800 7725 Woodland Center Boulevard Tampa, FL - 553,335 - 2,097,015 8001 Woodland Center Boulevard Tampa, FL - 350,406 - 1,004,824 4630 Woodland Corporate Boulevard Tampa, FL - 943,169 - 749,925 Silo Bend 12 Tampa, FL - 654,259 - 462,544 Huntington Square Land Miramar, FL - 2,960,511 - 9,176,081 10400 Southwest Crossing Eden Prairie, MN - 2,912,391 - 18,373,466 9023 Columbine Road Eden Prairie, MN - 1,956,273 - 920,540 West Tech Park Land (Lot B) Farmington Hills, MI - 455,846 - 952,812 West Tech Park Land (Lot C) Farmington Hills, MI - 368,083 - 1,035,182 30 Tower View West Malling, UK - 1,657,321 - 9,317,334 35 Kings Hill Avenue West Malling, UK - 812,193 - 2,798,320 39 Kings Hill Avenue West Malling, UK - 494,508 - 2,886,006 18 Kings Hill Avenue West Malling, UK - 829,785 - 4,493,008 ------------ ------------ -------------- -------------- Subtotal Development in Progress $ - $ 45,082,508 $ - $ 162,480,377 ============ ============ ============== ==============
- -102-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Cost Capitalized Initial Cost Subsequent ---------------------------- to Project City Encumbrances Land Building Acquisition - -------------------------------------- ------------------- ------------ ------------ -------------- -------------- LAND HELD FOR DEVELOPMENT Gwynedd North Bus Camp Land Lansdale, PA $ - $ - $ - $ 260,415 Three Country View Road Malvern, PA - (178,752) - 184,929 550 Lapp Road Malvern, PA - (159,445) - 162,020 Cedar Hollow Road Land Malvern, PA - (157,681) - 157,681 Walnut Grove Land Horsham, PA - 1,065,951 - 523,497 35 Liberty Boulevard Land Malvern, PA - - - - Great Valley Land Malvern, PA - 658,754 - 931,225 10 Matthews Rd South Land Malvern, PA - 578,804 - 30,191 Renaissance Park Land King of Prussia, PA 3,548,488 3,805,664 - 783,621 Swedes Run Business Park Land Delran, NJ - 1,057,204 - 558,201 Marlton Crossing Land Marlton, NJ - 69,402 - 239,260 Commodore Business Park Logan Township, NJ - 2,903,914 - 460,285 Boulden Land New Castle, DE - - - 1,560 Marlton Executive Park Land Marlton, NJ - 550,664 - 215,198 1015 Briggs Road Land Mt. Laurel, NJ - 356,987 - 65,900 Lehigh Valley Corporate Center Land Bethlehem, PA - (2,926,976) - 4,347,527 Lehigh Valley West Lots 13,14,15 Allentown, PA - - - 30,900 LVCC Phase 2 Land Bethlehem, PA 1,525,000 1,959,495 - 1,183,936 LV West Land - Lot 5A Upper Macungie, PA - 519,208 - 35,281 Park at Valleypointe Land Roanoke, VA - 238,545 - 406,297 Fairgrounds Distribution Center Land Richmond, VA - 100,000 - 30,304 Rivers' Bend Land Richmond, VA - 1,172,108 - 7,677,781 Oakleys Center Land Richmond, VA - - - - Woodlands Center Land Richmond, VA - 734,787 - 311,819 501 Liberty Way Richmond, VA - 441,188 - 208,819 601 HP Way Richmond, VA - 171,024 - 460,882 6000-98 Eastport Boulevard Richmond, VA - 787,091 - 85,812 Eastport VIII Richmond, VA - 379,836 - 2,862 Eastport IX Richmond, VA - 209,856 - 1,771 Brill 2 Land Richmond, VA - 1,432,462 - 293,528 Westmoreland Land Virginia Beach, VA - 758,403 - 31,279 Westmoreland III Land Virginia Beach, VA - 645,966 - 28,933 Mendenhall Land High Point, NC - 2,528,914 - 2,146,962 Independence Pointe Land Greenville, SC - 1,304,084 - 14,855 Executive Park at Faber Place Land Charleston, SC - 452 - 40,320 Northpoint Industrial Park Land Columbia, SC - - - 72,284 Overlook Business Center Land Columbia, SC - - - - Ridgeview Center Land Greenville, SC - - - - Southchase Business Park Land Greenville, SC - - - 77,082 Woodfield Land Greenville, SC - 1,719 - 68,958 Southpoint Business Park Land Jacksonville, FL - 349,339 - 88,772 Liberty Business Park Land Jacksonville, FL - (313,180) - 1,336,260 7024 AC Skinner Parkway Jacksonville, FL - 539,554 - 146,494 Silo Bend Land (LPDC) Tampa, FL - 4,104,030 - 299,559 Exchange Place Land Orlando, FL - 193,406 - 8,711 Belfort Road Jacksonville, FL - 375,740 - 73,042 Butler Plaza Land Jacksonville, FL - 2,602,994 - 195,872 Central Green Land Houston, TX - 1,394,592 - 10,084 Salisbury Road Land Jacksonville, FL - 1,605,907 - 30,437 Airport West Tampa, FL - - - 481 Woodland Corporate Center Land Tampa, FL - 21,832 - 207,195 Pompano Business Park Land - Parcel 2 Boca Raton, FL - 407,328 - - Pompano Business Park Land - Parcel 3 Boca Raton, FL - 509,233 - - Boca Colannade Land - Yamato Road Boca Raton, FL - 4,055,325 - 183,210 Klodt Land Eden Prairie, MN - 5,694,963 - 434,065 Flying Cloud Land Eden Prairie, MN - 6,347,575 - 390,574 Romulus Land Romulus, MI - 909,282 - 40,340 4 ABW West Malling, UK - - - 68,982 ------------ ------------ -------------- -------------- Subtotal Land Held for Development $ 5,073,488 $ 49,807,545 $ 0 $ 25,646,257 ============ ============ ============== ============== TOTAL ALL PROPERTIES $413,224,268 453,403,891 1,514,674,421 $1,060,063,346 ============ ============ ============== ==============
** Rouse leases land from Kent County Council - -103-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES 10,20 Liberty Boulevard Malvern, PA $ 645,318 $ 5,020,598 $ 5,665,916 420 Lapp Road Malvern, PA 1,049,243 6,289,585 7,338,828 747 Dresher Road Horsham, PA 1,611,977 3,943,429 5,555,406 45-67 Great Valley Parkway Malvern, PA 795,831 2,930,154 3,725,985 1180 Church Road Lansdale, PA 2,391,036 15,612,294 18,003,330 40 Valley Stream Parkway Malvern, PA 323,792 2,208,115 2,531,907 50 Valley Stream Parkway Malvern, PA 371,068 2,337,088 2,708,156 20 Valley Stream Parkway Malvern, PA 466,413 5,052,259 5,518,672 800 Town Center Drive Langhorne, PA 1,619,288 8,987,586 10,606,875 9, 15 Great Valley Parkway Malvern, PA 1,837,878 15,155,884 16,993,762 257-275 Great Valley Parkway Malvern, PA 505,458 4,424,034 4,929,492 300 Technology Drive Malvern, PA 374,497 1,294,125 1,668,622 277-293 Great Valley Parkway Malvern, PA 531,534 1,913,842 2,445,376 311 Technology Drive Malvern, PA 348,099 2,285,875 2,633,974 325 Technology Drive Malvern, PA 385,693 1,841,992 2,227,685 7 Great Valley Parkway Malvern, PA 177,317 4,266,401 4,443,718 55 Valley Stream Parkway Malvern, PA 215,818 3,304,100 3,519,918 65 Valley Stream Parkway Malvern, PA 382,361 4,727,790 5,110,151 508 Lapp Road Malvern, PA 263,116 1,798,410 2,061,526 10 Valley Stream Parkway Malvern, PA 465,135 2,708,000 3,173,135 333 Phoenixville Pike Malvern, PA 524,229 3,083,246 3,607,475 30 Great Valley Parkway Malvern, PA 128,783 354,908 483,691 75 Great Valley Parkway Malvern, PA 143,811 418,152 561,963 27-43 Great Valley Parkway Malvern, PA 449,447 2,115,645 2,565,092 77-123 Great Valley Parkway Malvern, PA 888,359 4,581,383 5,469,742 260 Great Valley Parkway Malvern, PA 212,768 840,159 1,052,927 256 Great Valley Parkway Malvern, PA 161,949 1,887,910 2,049,859 205 Great Valley Parkway Malvern, PA 1,369,003 9,598,853 10,967,856 12,14,16 Great Valley Parkway Malvern, PA 131,517 1,201,212 1,332,729 155 Great Valley Parkway Malvern, PA 626,068 2,257,560 2,883,628 333 Technology Drive Malvern, PA 90,952 2,377,145 2,468,097 510 Lapp Road Malvern, PA 325,415 897,495 1,222,910 181 Wheeler Court Langhorne, PA 263,490 2,089,697 2,353,187 1100 Wheeler Way Langhorne, PA 151,500 1,189,217 1,340,717 60 Morehall Road Malvern, PA 884,974 13,989,653 14,874,627 905 Airport Road West Chester, PA 1,735,012 5,369,518 7,104,530 16 Cabot Boulevard Langhorne, PA 649,743 5,925,232 6,574,975 1 Country View Road Malvern, PA 406,421 4,046,917 4,453,338 2151 Cabot Boulevard Langhorne, PA 389,990 3,714,510 4,104,500 170 South Warner Road King of Prussia, PA 555,911 5,213,641 5,769,552 190 South Warner Road King of Prussia, PA 560,373 4,333,359 4,893,732 507 Prudential Road Horsham, PA 652,919 6,028,949 6,681,868 100 Witmer Road Horsham, PA 3,133,783 9,654,658 12,788,441 3100 Horizon Drive King of Prussia, PA 611,435 1,997,769 2,609,205 3300 Horizon Drive King of Prussia, PA 687,878 3,143,819 3,831,697 3500 Horizon Drive King of Prussia, PA 1,223,875 2,512,100 3,735,976 200 Chester Field Parkway Malvern, PA 495,893 2,862,279 3,358,172 767 Electronic Drive Horsham, PA 1,241,970 2,926,553 4,168,523 132 Welsh Road Horsham, PA 1,408,042 3,782,765 5,190,807 5 Country View Road Malvern, PA 786,235 4,812,177 5,598,412 3200 Horizon Drive King of Prussia, PA 1,210,136 4,009,811 5,219,947 3000 Horizon Drive King of Prussia, PA 946,703 2,097,809 3,044,511 111-195 Witmer Road Horsham, PA 407,205 3,244,924 3,652,128 300 Welsh Road Horsham, PA 180,459 1,506,101 1,686,559 400 Welsh Road Horsham, PA 282,493 3,251,028 3,533,521 8801 Tinicum Boulevard Philadelphia, PA 124,062 26,559,254 26,683,316 440 East Swedesford Road King of Prussia, PA 717,001 6,270,057 6,987,058 460 East Swedesford Road King of Prussia, PA 705,317 5,118,131 5,823,447 50 Morehall Road Malvern, PA 1,337,076 12,559,217 13,896,293 2 Walnut Grove Drive Horsham, PA 1,265,363 8,554,421 9,819,784 200 Gibraltar Road Horsham, PA 638,513 5,913,832 6,552,345 220 Gibraltar Road Horsham, PA 629,944 5,751,974 6,381,918 240 Gibraltar Road Horsham, PA 629,944 5,752,023 6,381,967 151 S. Warner Road King of Prussia, PA 1,218,086 7,051,869 8,269,955 1 Walnut Grove Drive Horsham, PA 1,058,901 6,200,558 7,259,459 3604 Horizon Drive King of Prussia, PA 350,873 1,622,699 1,973,572 3606 Horizon Drive King of Prussia, PA 815,855 1,914,370 2,730,225 650 Swedesford Road King of Prussia, PA 952,911 15,098,429 16,051,340 680 Swedesford Road King of Prussia, PA 952,361 13,088,704 14,041,065 761 Fifth Avenue King of Prussia, PA 256,463 2,283,121 2,539,584 771 Fifth Avenue King of Prussia, PA 152,456 1,434,287 1,586,743 1 Great Valley Parkway Malvern, PA 419,460 3,971,229 4,390,689 5 Great Valley Parkway Malvern, PA 684,200 6,420,736 7,104,936 311 Sinclair Road Bristol, PA 277,901 1,588,453 1,866,354 100 Cedar Hollow Road Malvern, PA 1,646,985 15,774,424 17,421,408 3 Country View Road Malvern, PA 1,128,880 4,458,972 5,587,853 425 Technology Drive Malvern, PA 321,473 1,705,940 2,027,413 375 Technology Drive Malvern, PA 234,922 1,754,063 1,988,985 100 Chesterfield Parkway Malvern, PA 1,349,954 6,502,270 7,852,224 181-187 Gibraltar Road Horsham, PA 360,549 3,690,467 4,051,016 104 Rock Road Horsham, PA 330,111 3,003,681 3,333,792 123-135 Rock Road Horsham, PA 292,360 2,438,931 2,731,291 111-159 Gibraltar Road Horsham, PA 489,032 4,156,675 4,645,707 161-175 Gibraltar Road Horsham, PA 294,673 3,094,979 3,389,652 125-137 Gibraltar Road Horsham, PA 270,906 2,712,000 2,982,906 261-283 Gibraltar Road Horsham, PA 464,871 3,990,308 4,455,179 210-223 Witmer Road Horsham, PA 270,282 3,808,010 4,078,292 - -104- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 231-237 Gibraltar Road Horsham, PA 436,952 4,215,833 4,652,785 100 Gibraltar Road Horsham, PA 38,729 358,432 397,161 101 Gibraltar Road Horsham, PA 731,990 5,943,778 6,675,768 506 Prudential Road Horsham, PA 208,140 1,512,635 1,720,775 113-123 Rock Road Horsham, PA 351,072 3,192,293 3,543,365 101-111 Rock Road Horsham, PA 350,561 3,188,255 3,538,816 120 Gibraltar Road Horsham, PA 558,142 4,908,332 5,466,474 110 Gibraltar Road Horsham, PA 673,041 5,829,389 6,502,430 100-107 Lakeside Drive Horsham, PA 255,528 2,339,018 2,594,546 200-264 Lakeside Drive Horsham, PA 502,705 4,942,987 5,445,692 300-309 Lakeside Drive Horsham, PA 376,475 3,457,234 3,833,709 400-445 Lakeside Drive Horsham, PA 583,628 5,954,284 6,537,912 104 Witmer Road Horsham, PA 124,565 1,559,986 1,684,551 201 Gibraltar Road Horsham, PA 380,127 3,981,412 4,361,539 3600 Horizon Drive King of Prussia, PA 236,432 1,879,447 2,115,879 3602 Horizon Drive King of Prussia, PA 217,734 1,855,326 2,073,060 400-500 Brandywine Parkway West Chester, PA 845,846 7,128,128 7,973,974 600 Brandywine Parkway West Chester, PA 664,899 5,518,747 6,183,646 2700 Horizon Drive King of Prussia, PA 867,666 3,458,128 4,325,794 2900 Horizon Drive King of Prussia, PA 773,946 3,352,074 4,126,020 719 Dresher Road Horsham, PA 495,112 2,873,978 3,369,091 2250 Hickory Road Plymouth Meeting, PA 1,015,851 9,343,751 10,359,602 3400 Horizon Drive King of Prussia, PA 776,496 3,236,337 4,012,833 One Ridgewood Place Downingtown, PA 422,460 2,341,399 2,763,859 300 Welsh Road Horsham, PA 696,061 3,340,643 4,036,704 6 Terry Drive Newtown, PA 622,029 2,229,572 2,851,601 14 Lee Boulevard Malvern, PA 665,053 6,316,131 6,981,184 500 Chester Field Parkway Malvern, PA 473,139 2,876,167 3,349,306 300-400 Chester Field Parkway Malvern, PA 931,212 4,494,377 5,425,589 1805 Underwood Boulevard Delran, NJ 196,901 622,144 819,045 150 Mid-Atlantic Parkway West Deptford, NJ 88,153 508,052 596,205 18 Boulden Circle New Castle, DE 198,062 3,906,748 4,104,810 501 Delran Parkway Delran, NJ 184,162 2,931,056 3,115,218 600 Delran Parkway Delran, NJ 372,719 5,941,662 6,314,381 1607 Imperial Way West Deptford, NJ 288,280 2,970,495 3,258,775 1 Boulden Circle New Castle, DE 93,309 1,337,838 1,431,147 31-55 Read's Way New Castle, DE 972,159 5,535,641 6,507,800 3 Boulden Circle New Castle, DE 126,701 2,126,041 2,252,742 5 Boulden Circle New Castle, DE 232,274 3,501,869 3,734,143 601 Delran Parkway Delran, NJ 193,336 1,637,643 1,830,979 51 Haddonfield Road Cherry Hill, NJ 248,326 9,359,759 9,608,085 57 Read's Way New Castle, DE 352,736 2,758,177 3,110,913 1370 Imperial Way West Deptford, NJ 298,010 4,415,928 4,713,938 8 Stow Road Marlton, NJ 172,945 1,797,730 1,970,675 10 Stow Road Marlton, NJ 147,318 1,520,368 1,667,686 12 Stow Road Marlton, NJ 103,618 1,184,226 1,287,844 14 Stow Road Marlton, NJ 93,418 1,055,417 1,148,835 1300 Metropolitan Avenue West Deptford, NJ 221,218 2,016,048 2,237,266 701A Route 73 South Marlton, NJ 271,743 5,535,318 5,807,061 701C Route 73 South Marlton, NJ 96,161 1,564,153 1,660,314 1008 Astoria Boulevard Cherry Hill, NJ 32,698 847,897 880,595 1475 Imperial Way West Deptford, NJ 58,606 1,030,902 1,089,508 3000 Atrium Way Mt. Laurel, NJ 512,018 7,539,531 8,051,549 750 Cardinal Drive Bridgeport, NJ 236,190 2,610,506 2,846,696 11000, 15000, 17000 Commerce Parkway Mt. Laurel, NJ 456,465 4,901,099 5,357,564 12000, 14000 Commerce Parkway Mt. Laurel, NJ 362,855 3,430,028 3,792,883 16000, 18000 Commerce Parkway Mt. Laurel, NJ 290,545 2,843,430 3,133,975 406 Lippincott Drive Marlton, NJ 327,554 2,319,880 2,647,434 234 High Hill Road Bridgeport, NJ 250,445 1,812,039 2,062,484 231 Lake Drive New Castle, DE 623,043 4,023,065 4,646,108 100 Arlington Boulevard Bridgeport, NJ 374,836 4,245,021 4,619,857 100 Berkeley Drive Swedesboro, NJ 401,254 2,131,662 2,532,916 301 Lippincott Drive Marlton, NJ 1,069,837 5,185,695 6,255,532 303 Lippincott Drive Marlton, NJ 1,069,837 5,150,391 6,220,228 510-512 Sharptown Road Bridgeport, NJ 125,410 1,107,485 1,232,895 901 Route 73 Marlton, NJ 334,411 2,826,977 3,161,389 Four Greentree Center Marlton, NJ 450,558 3,668,483 4,119,041 512 Sharptown Road Bridgeport, NJ 180,468 1,592,810 1,773,278 15 Boulden Circle New Castle, DE 833,364 4,913,444 5,746,808 404 Lippincott Drive Marlton, NJ 131,896 1,672,248 1,804,144 263 Quigley Boulevard New Castle, DE 171,167 1,411,759 1,582,926 34 Blevins Drive New Castle, DE 196,396 1,543,931 1,740,327 104 Gaither Drive Mt. Laurel, NJ 136,446 1,369,093 1,505,539 2 Lukens Drive New Castle, DE 169,118 1,390,346 1,559,464 402 Lippincott Drive Marlton, NJ 131,896 1,629,153 1,761,049 3000 Lincoln Drive Mt. Laurel, NJ 284,052 3,586,667 3,870,719 6000 Commerce Parkway Mt. Laurel, NJ 234,151 2,154,654 2,388,805 7000 Commerce Parkway Mt. Laurel, NJ 260,014 2,306,930 2,566,944 8000 Commerce Parkway Mt. Laurel, NJ 234,814 2,061,442 2,296,256 9000 Commerce Parkway Mt. Laurel, NJ 286,587 2,529,316 2,815,903 1000 Briggs Road Mt. Laurel, NJ 288,577 2,780,677 3,069,254 1025 Briggs Road Mt. Laurel, NJ 430,990 3,731,252 4,162,242 9 Stow Road Marlton, NJ 654,728 1,920,725 2,575,453 2000 Crawford Place Mt. Laurel, NJ 310,831 3,507,760 3,818,591 1351 Metropolitan Avenue Pureland, NJ 189,465 1,755,427 1,944,892 650 Grove Road Pureland, NJ 267,214 2,562,243 2,829,457 400 Grove Road Pureland, NJ 145,009 1,378,818 1,523,827 5000 Dearborn Court Mt. Laurel, NJ 1,057,763 4,222,775 5,280,538 515 Heron Drive Bridgeport, NJ 334,017 2,375,580 2,709,597 500 Sharptown Road Pureland, NJ 302,858 2,673,774 2,976,632 - -105- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 625 Heron Drive Bridgeport, NJ 180,226 913,440 1,093,666 605 Heron Drive Bridgeport, NJ 265,381 1,051,394 1,316,775 510 Heron Drive Bridgeport, NJ 790,335 7,977,296 8,767,631 522 Pedricktown Road Bridgeport, NJ 176,309 1,376,708 1,553,017 530 Pedricktown Road Bridgeport, NJ 350,813 1,931,324 2,282,138 540 Pedricktown Road Bridgeport, NJ 531,280 4,553,548 5,084,828 230 High Hill Road Bridgeport, NJ 1,418,000 8,866,156 10,284,156 3 Mallard Court Bridgeport, NJ 417,893 2,452,530 2,870,422 730 Cardinal Drive Bridgeport, NJ 576,598 1,817,480 2,394,078 405 Heron Drive Bridgeport, NJ 2,167,471 19,246,081 21,413,552 100 Eagle Road Bridgeport, NJ 256,491 1,452,245 1,708,736 250 High Hill Road Bridgeport, NJ 246,478 2,440,375 2,686,853 508 Center Square Road Bridgeport, NJ 453,341 3,459,188 3,912,528 602 Heron Drive Bridgeport, NJ 524,728 2,245,012 2,769,740 300 Eagle Court Bridgeport, NJ 1,135,989 1,879,429 3,015,418 500 Center Square Road Bridgeport, NJ 1,338,839 6,199,301 7,538,139 1001 Briggs Road Marlton, NJ 701,705 3,719,913 4,421,618 1960 Cuthbert Boulevard Cherry Hill, NJ 321,699 1,314,227 1,635,926 1970 Cuthbert Boulevard Cherry Hill, NJ 321,699 1,309,960 1,631,659 10000 & 11000 Route 73 Marlton, NJ 715,705 2,661,469 3,377,174 1655 Valley Center Parkway Bethlehem, PA 215,095 1,866,465 2,081,560 6560 Stonegate Drive Allentown, PA 437,122 2,332,118 2,769,240 6370 Hedgewood Drive Allentown, PA 515,707 3,021,875 3,537,582 6390 Hedgewood Drive Allentown, PA 670,819 2,537,540 3,208,359 1495 Valley Center Parkway Bethlehem, PA 258,014 3,762,641 4,020,655 6350 Hedgewood Drive Allentown, PA 370,318 3,233,153 3,603,471 6330 Hedgewood Drive Allentown, PA 499,720 4,262,061 4,761,781 1550 Valley Center Parkway Bethlehem, PA 188,320 3,171,216 3,359,536 1560 Valley Center Parkway Bethlehem, PA 229,301 3,888,876 4,118,177 6580 Snowdrift Road Allentown, PA 367,377 2,478,942 2,846,319 1510 Valley Center Parkway Bethlehem, PA 312,873 3,302,687 3,615,560 1530 Valley Center Parkway Bethlehem, PA 212,491 2,572,205 2,784,696 6540 Stonegate Drive Allentown, PA 422,730 3,597,076 4,019,806 974 Marcon Boulevard Allentown, PA 144,248 2,127,691 2,271,939 964 Marcon Street Allentown, PA 139,480 1,491,395 1,630,875 764 Roble Road Allentown, PA 141,746 793,490 935,236 3174 Airport Road Allentown, PA 98,986 1,105,398 1,204,384 2196 Avenue C Allentown, PA 107,307 1,195,585 1,302,892 2202 Hanger Place Allentown, PA 138,127 1,290,822 1,428,949 2201 Hanger Place Allentown, PA 129,142 1,407,561 1,536,703 954 Marcon Boulevard Allentown, PA 104,452 1,159,848 1,264,300 57 South Commerce Way Allentown, PA 395,459 2,959,489 3,354,948 754 Roble Road Allentown, PA 163,735 1,819,107 1,982,842 894 Marcon Boulevard Allentown, PA 118,304 1,076,272 1,194,576 744 Roble Road Allentown, PA 161,371 1,876,577 2,037,948 944 Marcon Boulevard Allentown, PA 119,711 1,589,180 1,708,891 1685 Valley Center Parkway Allentown, PA 198,482 2,096,656 2,295,138 6520 Stonegate Drive Allentown, PA 948,395 1,330,049 2,278,444 7437 Industrial Boulevard Allentown, PA 726,651 6,423,415 7,150,066 2041 Avenue C Allentown, PA 213,879 1,166,830 1,380,709 2124 Avenue C Allentown, PA 289,529 1,093,852 1,383,381 7339 Industrial Boulevard Allentown, PA 1,197,448 5,637,547 6,834,995 7384 Penn Drive Allentown, PA 652,118 2,699,588 3,351,706 7144 Daniels Drive Allentown, PA 1,579,169 6,578,363 8,157,532 7620 Cetronia Road Allentown, PA 1,093,724 4,023,482 5,117,206 939 Marcon Boulevard Allentown, PA 2,220,548 5,258,261 7,478,809 100 Brodhead Road Allentown, PA 429,456 3,099,891 3,529,347 1455 Valley Center Parkway Bethlehem, PA 545,173 3,760,041 4,305,214 1640 Valley Center Parkway Bethlehem, PA 190,728 2,580,591 2,771,319 1650 Valley Center Parkway Allentown, PA 188,896 2,390,469 2,579,365 1660 Valley Center Parkway Bethlehem, PA 188,721 2,230,021 2,418,742 400 Nestle Way Allentown, PA 8,184,096 26,296,091 34,480,187 83 South Commerce Way Bethlehem, PA 212,744 1,017,143 1,229,887 85 South Commerce Way Bethlehem, PA 237,078 1,068,965 1,306,043 87 South Commerce Way Bethlehem, PA 253,886 1,138,811 1,392,696 89 South Commerce Way Bethlehem, PA 368,019 1,881,150 2,249,169 7339 Industrial Boulevard Allentown, PA 2,670,673 13,988,804 16,659,477 95 Highland Avenue Bethlehem, PA 430,593 3,482,516 3,913,109 236 Brodhead Road Bethlehem, PA 376,962 4,697,544 5,074,506 6620 Grant Way Allentown, PA 430,824 1,922,261 2,353,085 700 Nestle Way Allentown, PA 4,174,970 16,139,519 20,314,489 7562 Penn Drive Allentown, PA 269,614 922,920 1,192,534 7277 Williams Avenue Allentown, PA 463,124 1,562,858 2,025,981 7355 Williams Avenue Allentown, PA 489,749 1,769,932 2,259,682 794 Roble Boulevard Allentown, PA 1,147,541 6,144,447 7,291,988 6923 Schantz Spring Road Allentown, PA 1,127,805 3,347,397 4,475,202 2600 Beltline Avenue Reading, PA 558,903 2,247,326 2,806,229 7132 Daniels Drive Allentown, PA 1,696,470 7,126,040 8,822,510 3985 Adler Place Bethlehem, PA 705,367 4,062,547 4,767,914 12000,001,040 Indian Creek Court Beltsville, MD 2,665,835 10,583,308 13,249,143 8280 Patuxent Range Drive Columbia, MD 181,601 1,297,559 1,479,160 7178-80 Columbia Gateway Columbia, MD 1,571,105 5,188,568 6,759,673 8730 Bollman Place Columbia, MD 626,269 4,652,665 5,278,934 9770 Patuxent Woods Drive Columbia, MD 341,663 3,043,617 3,385,280 9780 Patuxent Woods Drive Columbia, MD 218,542 1,947,234 2,165,775 9790 Patuxent Woods Drive Columbia, MD 243,791 2,175,748 2,419,539 9810 Patuxent Woods Drive Columbia, MD 266,684 2,374,941 2,641,625 9800 Patuxent Woods Drive Columbia, MD 299,099 2,662,092 2,961,191 9820 Patuxent Woods Drive Columbia, MD 237,779 2,119,587 2,357,366 9830 Patuxent Woods Drive Columbia, MD 296,262 2,642,407 2,938,669 - -106- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 9050 Red Branch Road Columbia, MD 290,950 2,584,575 2,875,525 4606 Richlynn Drive Belcamp, MD 299,600 1,828,689 2,128,289 8945-8975 Guilford Columbia, MD 2,427,065 7,506,413 9,933,478 7317 Parkway Drive Hanover, MD 1,104,359 1,959,967 3,064,327 180,190 Cochrane Drive Annapolis, MD 3,752,293 16,052,461 19,804,754 9101,9111,9115 Guilford Road Columbia, MD 765,953 3,324,727 4,090,680 9125,9135,9145 Guilford Road Columbia, MD 920,439 5,766,475 6,686,914 10 South Third Street Richmond, VA 27,970 173,381 201,351 1751 Bluehills Drive Roanoke, VA 1,063,728 8,602,628 9,666,356 4300 Carolina Avenue Richmond, VA 2,009,136 15,337,786 17,346,923 301 Hill Carter Parkway Richmond, VA 659,456 4,899,214 5,558,670 4001 Carolina Avenue Richmond, VA 29,443 248,597 278,040 5600-5626 Eastport Boulevard Richmond, VA 489,941 3,775,241 4,265,182 5650-5674 Eastport Boulevard Richmond, VA 644,384 4,161,431 4,805,815 5700 Eastport Boulevard Richmond, VA 408,729 2,740,967 3,149,696 11020 Hull Street Road Richmond, VA 139,887 646,199 786,086 3432 Holland Road Virginia Beach, VA 173,527 801,603 975,130 4880 Cox Road Richmond, VA 743,898 5,664,973 6,408,871 5162 Valleypointe Parkway Roanoke, VA 551,483 2,647,549 3,199,032 4101- 4127 Carolina Avenue Richmond, VA 310,854 2,336,735 2,647,589 4201-4261 Carolina Avenue Richmond, VA 693,203 5,263,166 5,956,369 4263-4299 Carolina Avenue Richmond, VA 256,203 3,219,117 3,475,320 4301-4335 Carolina Avenue Richmond, VA 223,696 1,757,039 1,980,735 4337-4379 Carolina Avenue Richmond, VA 325,203 2,803,892 3,129,095 4501-4549 Carolina Avenue Richmond, VA 486,166 3,696,144 4,182,310 4551-4593 Carolina Avenue Richmond, VA 474,360 3,572,034 4,046,394 4601-4643 Carolina Avenue Richmond, VA 652,455 5,069,392 5,721,847 4645-4683 Carolina Avenue Richmond, VA 404,616 3,764,829 4,169,445 4447-4491 Carolina Avenue Richmond, VA 454,056 2,802,016 3,256,072 4401-4445 Carolina Avenue Richmond, VA 615,038 4,595,165 5,210,203 12 S. Third Street Richmond, VA 40,539 190,807 231,346 9601 Cosner Drive Fredericksburg, VA 476,262 4,068,416 4,544,678 315 Cardiff Valley Road Knoxville, TN 443,305 2,993,390 3,436,695 2300 East Parham Road Richmond, VA 221,947 1,025,269 1,247,216 1347 Diamond Springs Road Virginia Beach, VA 436,898 3,363,431 3,800,329 5221 Valleypark Drive - Bldg A Roanoke, VA 285,008 1,222,705 1,507,713 5228 Valleypointe Parkway - Bldg B Roanoke, VA 218,663 893,497 1,112,160 5238 Valleypark Drive - Bldg C Roanoke, VA 416,375 1,988,562 2,404,937 5601-5659 Eastport Boulevard Richmond, VA 720,100 5,175,570 5,895,670 5900 Eastport Boulevard Richmond, VA 687,898 5,755,857 6,443,756 4717-4729 Eubank Road Richmond, VA 452,263 3,383,656 3,835,919 5251 Concourse Drive Roanoke, VA 217,690 1,571,429 1,789,119 4263F Carolina Avenue Richmond, VA 91,599 1,622,673 1,714,273 4200 Oakleys Court Richmond, VA 459,653 2,500,932 2,960,585 1821 Battery Dantzler Road Richmond, VA 392,332 3,061,807 3,454,139 5000 Cox Road Glen Allen, VA 771,029 3,710,943 4,481,972 510 Eastpark Court Richmond, VA 262,210 2,147,223 2,409,433 520 Eastpark Court Richmond, VA 486,598 4,134,861 4,621,459 13001 Kingston Avenue Chester, VA 376,700 2,002,994 2,379,694 5701-5799 Eastport Boulevard Richmond, VA 700,503 5,081,400 5,781,902 4801 Cox Road Richmond, VA 1,075,620 8,834,943 9,910,563 600 Liberty Way Richmond, VA 501,752 7,820,637 8,322,388 500 Liberty Way Richmond, VA 491,919 6,509,959 7,001,878 4198 Cox Road Glen Allen, VA 670,292 3,864,336 4,534,628 5310 Valley Park Drive Roanoke, VA 129,220 1,131,468 1,260,688 4510 Cox Road Glen Allen, VA 1,010,044 7,534,375 8,544,420 2809 South Lynnhaven Road Virginia Beach, VA 953,590 6,462,015 7,415,605 200 Golden Oak Court Virginia Beach, VA 1,116,693 6,945,801 8,062,493 208 Golden Oak Court Virginia Beach, VA 965,177 6,843,444 7,808,621 1 Enterprise Parkway Hampton, VA 974,675 5,746,206 6,720,881 22 Enterprise Parkway Hampton, VA 1,097,368 6,976,899 8,074,267 484 Viking Drive Virginia Beach, VA 891,753 3,695,316 4,587,068 10430 Lakeridge Parkway Richmond, VA 421,267 3,828,314 4,249,581 10456 Lakeridge Parkway Richmond, VA 409,261 3,723,757 4,133,017 3829-3855 Gaskins Road Richmond, VA 364,165 3,269,288 3,633,454 629 Phoenix Drive Virginia Beach, VA 371,694 2,125,063 2,496,757 11838 Rock Landing Drive Newport News, VA 673,942 2,170,944 2,844,885 11844 Rock Landing Drive Newport News, VA 326,774 1,423,323 1,750,097 11846 Rock Landing Drive Newport News, VA 299,066 1,450,554 1,749,620 5700 Cleveland Street Virginia Beach, VA 700,564 9,802,375 10,502,940 4523 Green Point Drive High Point, NC 223,614 2,023,770 2,247,384 4501 Green Point Drive High Point, NC 320,450 2,232,484 2,552,934 4500 Green Point Drive High Point, NC 231,692 2,014,449 2,246,141 2427 Penny Road High Point, NC 1,168,074 6,184,618 7,352,692 4524 Green Point Drive High Point, NC 183,888 2,103,328 2,287,216 4328, 4336 Federal Drive High Point, NC 825,092 7,376,106 8,201,198 200 Centreport Drive Greensboro, NC 332,017 4,028,344 4,360,361 4344 Federal Drive High Point, NC 173,623 2,634,469 2,808,092 202 Centreport Drive Greensboro, NC 549,679 5,538,064 6,087,743 101 Centreport Drive Greensboro, NC 826,237 6,566,166 7,392,403 4000 Piedmont Parkway High Point, NC 597,368 5,015,701 5,613,069 4380 Federal Drive High Point, NC 283,368 2,887,330 3,170,698 4388 Federal Drive High Point, NC 132,655 1,125,699 1,258,354 6532 Judge Adams Road Rock Creek, NC 399,988 3,444,180 3,844,168 3860 Faber Place N. Charleston, SC 796,655 2,074,232 2,870,887 4055 Faber Place N. Charleston, SC 882,352 4,838,055 5,720,407 3820 Faber Place N. Charleston, SC 506,558 2,427,911 2,934,469 3875 Faber Place N. Charleston, SC 1,166,052 5,701,327 6,867,379 440 Knox Abbott Drive Cayce, SC 576,767 3,600,511 4,177,278 150 Ridgeview Center Drive Duncan, SC 711,353 8,070,965 8,782,318 - -107- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 1320 Garlington Road Greenville, SC 398,539 1,817,314 2,215,853 420 Park Avenue Greenville, SC 522,548 3,291,229 3,813,777 1 Alliance Drive Goose Creek, SC 662,422 1,714,203 2,376,625 111 Southchase Boulevard Fountain Inn, SC 499,065 5,012,981 5,512,046 300 International Boulevard Fountain Inn, SC 180,560 639,821 820,381 4160 Mendenhall Oaks Parkway High Point, NC 545,627 2,848,724 3,394,351 1208 Eastchester Drive High Point, NC 487,209 4,377,628 4,864,837 7720 Mendenhall Oaks Parkway High Point, NC 2,041,816 16,576,164 18,617,980 One Independence Pointe Greenville, SC 784,617 6,349,966 7,134,583 55 Beattie Place Greenville, SC 2,645,238 23,801,929 26,447,167 75 Beattie Place Greenville, SC 2,408,577 17,607,202 20,015,779 7736 McCloud Road Greensboro, NC 591,795 6,047,259 6,639,054 15 Brendan Way Greenville, SC 614,192 3,013,684 3,627,876 200 Meeting Street Charleston, SC 4,027,428 30,261,967 34,289,395 7500 West 110th Street Overland Park, KS 2,380,493 9,660,218 12,040,710 8035 Quivira Road Lenexa, KS 1,180,181 4,737,971 5,918,152 4300 Federal Drive High Point, NC 276,038 1,590,008 1,866,045 1730 Stebbins Drive Houston, TX 144,016 412,656 556,672 5911-5925 Richard Street Jacksonville, FL 286,335 497,306 783,641 8383-8385 Baycenter Road Jacksonville, FL 65,329 610,694 676,023 8775 Baypine Road Jacksonville, FL 913,264 3,136,335 4,049,599 8539 Western Way Jacksonville, FL 631,558 2,868,955 3,500,513 6255 Lake Gray Boulevard Jacksonville, FL 811,963 3,294,676 4,106,639 6600-6660 Suemac Place Jacksonville, FL 216,014 1,889,564 2,105,578 6800-6850 Suemac Place Jacksonville, FL 125,576 973,671 1,099,247 8665,8667,8669 Baypine Road Jacksonville, FL 1,023,514 3,867,879 4,891,393 8540 Baycenter Road Jacksonville, FL 450,431 1,366,708 1,817,139 1200 Riverplace Boulevard Jacksonville, FL 1,035,091 16,921,672 17,956,763 8400 Baymeadows Way Jacksonville, FL 566,370 2,323,521 2,889,891 8614 Baymeadows Way Jacksonville, FL 312,761 1,088,410 1,401,171 5941-5975 Richard Street Jacksonville, FL 585,280 1,111,567 1,696,847 7970 Bayberry Road Jacksonville, FL 129,979 1,247,176 1,377,155 6000-6030 Bowdendale Avenue Jacksonville, FL 275,475 1,592,174 1,867,649 7898 Baymeadows Way Jacksonville, FL 568,005 1,966,127 2,534,132 5977-6607 Richard Street Jacksonville, FL 182,747 1,562,967 1,745,714 7910 & 7948 Baymeadows Way Jacksonville, FL 211,449 2,678,001 2,889,450 7954 & 7960 Baymeadows Way Jacksonville, FL 292,667 2,978,826 3,271,493 8787 Baypine Road Jacksonville, FL 2,045,574 35,636,694 37,682,268 7077 Bonneval Road Jacksonville, FL 774,020 6,790,046 7,564,066 4190 Belfort Road Jacksonville, FL 827,420 7,376,690 8,204,110 8011, 8021, 8031 Phillips Highway Jacksonville, FL 628,437 4,399,299 5,027,736 7020 AC Skinner Parkway Jacksonville, FL 749,811 2,102,798 2,852,609 7040 AC Skinner Parkway Jacksonville, FL 853,981 2,962,115 3,816,095 11777 Central Highway Jacksonville, FL 192,004 2,255,323 2,447,327 4345 Southpoint Parkway Jacksonville, FL 418,093 7,676,883 8,094,976 7016 AC Skinner Parkway Jacksonville, FL 602,633 2,320,994 2,923,626 7018 AC Skinner Parkway Jacksonville, FL 846,433 4,075,649 4,922,082 6620 Southpoint Drive Jacksonville, FL 614,602 4,573,339 5,187,941 7980 Bayberry Road Jacksonville, FL 330,726 1,358,258 1,688,984 9600 Satellite Boulevard Orlando, FL 252,850 1,311,297 1,564,147 9700 Satellite Boulevard Orlando, FL 405,362 1,158,784 1,564,146 1902 Cypress Lake Drive Orlando, FL 538,512 3,719,031 4,257,543 8250 & 8256 Exchange Place Orlando, FL 622,413 2,561,747 3,184,160 6600 Southpoint Parkway Jacksonville, FL 1,002,704 4,074,170 5,076,875 6700 Southpoint Parkway Jacksonville, FL 624,214 3,202,897 3,827,111 4801 Executive Park Court - 100 Jacksonville, FL 554,542 2,993,728 3,548,270 4801 Executive Park Court - 200 Jacksonville, FL 370,039 1,995,543 2,365,582 4810 Executive Park Court Jacksonville, FL 370,039 3,045,294 3,415,333 6602 Executive Park Court - 100 Jacksonville, FL 388,541 2,151,563 2,540,104 6602 Executive Park Court - 200 Jacksonville, FL 296,032 1,596,329 1,892,361 6631 Executive Park Court - 100 Jacksonville, FL 251,627 1,356,835 1,608,462 6631 Executive Park Court - 200 Jacksonville, FL 407,043 2,203,872 2,610,915 4815 Executive Park Court - 100 Jacksonville, FL 366,339 1,975,371 2,341,710 4815 Executive Park Court - 200 Jacksonville, FL 462,549 2,511,490 2,974,039 4825 Executive Park Court Jacksonville, FL 601,314 3,242,455 3,843,769 4820 Executive Park Court Jacksonville, FL 555,213 3,108,140 3,663,353 10511 & 10611 Satellite Boulevard Orlando, FL 522,992 2,647,328 3,170,319 1400-1440 Central Florida Parkway Orlando, FL 518,043 2,597,853 3,115,896 6601 Executive Park Circle North Jacksonville, FL 551,250 3,129,001 3,680,251 1300 Riverplace Boulevard Jacksonville, FL 1,804,258 7,977,558 9,781,815 4901 Belfort Land Jacksonville, FL 877,964 4,232,351 5,110,315 16445 Air Center Boulevard Houston, TX 363,339 2,509,768 2,873,107 16405 Air Center Boulevard Houston, TX 438,853 3,031,557 3,470,410 2216 Directors Row Orlando, FL 453,918 2,572,471 3,026,389 7460 Chancellor Drive Orlando, FL 266,555 1,134,415 1,400,970 1901 Summit Tower Boulevard Maitland, FL 6,083,206 12,694,184 18,777,390 3701-3727 Vineland Road Orlando, FL 767,929 2,142,820 2,910,749 4001,4051,4101 Fowler Avenue Tampa, FL 1,321,109 4,730,668 6,051,777 5501-5502 Pioneer Park Boulevard Tampa, FL 262,416 1,663,042 1,925,458 5690-5694 Crenshaw Street Tampa, FL 181,923 1,955,330 2,137,253 3102,3104,3110 Cherry Palm Drive Tampa, FL 503,767 2,863,258 3,367,025 8401-8408 Benjamin Road Tampa, FL 789,652 4,682,071 5,471,723 3501 Riga Boulevard Tampa, FL 617,289 3,232,964 3,850,254 111 Kelsey Lane Tampa, FL 359,540 1,626,176 1,985,715 7930, 8010-20 Woodland Center Tampa, FL 1,408,478 5,405,935 6,814,413 7920 Woodland Center Boulevard Tampa, FL 1,382,648 2,849,780 4,232,428 8154-8198 Woodland Center Boulevard Tampa, FL 399,088 2,881,346 3,280,434 8112-42 Woodland Center Boulevard Tampa, FL 513,263 3,234,839 3,748,102 8212 Woodland Center Boulevard Tampa, FL 820,882 2,336,931 3,157,813 131 Kelsey Lane Tampa, FL 559,528 4,418,761 4,978,289 - -108- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 7724 Woodland Center Boulevard Tampa, FL 235,894 2,094,259 2,330,153 8921 Brittany Way Tampa, FL 254,493 1,914,169 2,168,662 5250 Eagle Trail Drive Tampa, FL 952,860 3,457,117 4,409,977 1701 Clint Moore Boulevard Boca Raton, FL 1,430,937 3,083,352 4,514,289 4555 Riverside Drive Beach Gardens, FL 806,405 5,797,871 6,604,276 2500 Metrocentre Boulevard West Palm Beach, FL 238,362 1,555,326 1,793,688 2540 Metrocentre Boulevard West Palm Beach, FL 165,071 1,091,266 1,256,337 2541 Metrocentre Boulevard West Palm Beach, FL 145,091 947,524 1,092,615 2580 Metrocentre Boulevard West Palm Beach, FL 256,478 1,673,173 1,929,651 2581 Metrocentre Boulevard West Palm Beach, FL 189,359 1,235,346 1,424,705 1101 Northpoint Parkway West Palm Beach, FL 258,606 1,510,046 1,768,653 3223 Commerce Place West Palm Beach, FL 501,843 2,032,693 2,534,536 801 Northpoint Parkway West Palm Beach, FL 459,284 2,604,996 3,064,280 5410 - 5430 Northwest 33rd Avenue Ft. Lauderdale, FL 625,110 4,257,730 4,882,841 6500 NW 12th Avenue Ft. Lauderdale, FL - 3,080,124 3,080,124 6600 NW 12th Avenue Ft. Lauderdale, FL - 3,085,808 3,085,808 1500 SW 5th Court Pompano Beach, FL 972,232 3,897,245 4,869,476 1651 SW 5th Court Pompano Beach, FL 203,247 820,608 1,023,856 1601 SW 5th Court Pompano Beach, FL 203,247 861,598 1,064,846 1501 SW 5th Court Pompano Beach, FL 203,247 821,228 1,024,475 1400 SW 6th Court Pompano Beach, FL 1,157,049 4,661,855 5,818,905 1405 SW 6th Court Pompano Beach, FL 392,138 1,575,303 1,967,441 595 SW 13th Terrace Pompano Beach, FL 359,933 1,440,922 1,800,855 601 SW 13th Terrace Pompano Beach, FL 164,413 665,701 830,113 605 SW 16th Terrace Pompano Beach, FL 310,178 1,239,970 1,550,148 2440-2478 Metrocentre Bouulevard West Palm Beach, FL 470,214 2,148,494 2,618,708 951 Broken Sound Parkway Boca Raton, FL 1,426,251 6,199,579 7,625,830 3400 Lakeside Drive Miramar, FL 2,022,153 11,650,276 13,672,429 3450 Lakeside Drive Miramar, FL 2,022,152 11,461,805 13,483,957 13650 NW 8th Street Sunrise, FL 558,223 2,189,521 2,747,744 13630 NW 8th Street Sunrise, FL 659,797 2,715,086 3,374,883 777 Yamato Road Boca Raton, FL 4,101,247 16,079,071 20,180,317 1801 Clint Moore Boulevard. Boca Raton, FL 1,065,068 4,540,676 5,605,744 6601-6625 W. 78th Street Bloomington, MN 2,310,246 38,463,739 40,773,985 2905 Northwest Boulevard Plymouth, MN 516,920 5,130,740 5,647,660 2800 Campus Drive Plymouth, MN 395,366 3,700,188 4,095,554 2955 Xenium Lane Plymouth, MN 151,238 1,443,390 1,594,628 9401-9443 Science Center Drive New Hope, MN 509,272 3,940,715 4,449,987 6321-6325 Bury Drive Eden Prairie, MN 462,876 4,167,183 4,630,059 7115-7173 Shady Oak Road Eden Prairie, MN 454,974 4,197,181 4,652,155 7660-7716 Golden Triangle Drive Eden Prairie, MN 724,615 5,630,987 6,355,602 7400 Flying Cloud Drive Eden Prairie, MN 195,982 1,780,705 1,976,687 330 Second Avenue Minneapolis, MN 2,169,548 13,916,793 16,086,341 10301-10305 West 70th Street Eden Prairie, MN 118,300 1,159,143 1,277,443 10321 West 70th Street Eden Prairie, MN 142,399 1,339,499 1,481,898 10333 West 70th Street Eden Prairie, MN 108,610 1,024,728 1,133,338 10349-10357 West 70th Street Eden Prairie, MN 270,584 2,743,044 3,013,628 10365-10375 West 70th Street Eden Prairie, MN 285,464 2,775,451 3,060,915 10393-10394 West 70th Street Eden Prairie, MN 264,419 2,653,723 2,918,142 7078 Shady Oak Road Eden Prairie, MN 336,481 3,094,097 3,430,578 5600 & 5610 Rowland Road Minnetonka, MN 829,263 7,456,931 8,286,194 2920 Northwest Boulevard Plymouth, MN 384,236 4,092,849 4,477,084 5400-5500 Feltl Road Minnetonka, MN 883,895 8,116,246 9,000,141 10300 Bren Road Minnetonka, MN 344,614 3,287,341 3,631,955 14630-14650 28th Avenue North Plymouth, MN 198,205 1,844,351 2,042,556 7695-7699 Anagram Drive Eden Prairie, MN 760,525 3,279,886 4,040,411 7550 Meridian Circle Maple Grove, MN 513,250 2,911,252 3,424,502 2800 Northwest Boulevard Plymouth, MN 1,934,438 10,958,435 12,892,873 3255 Neil Armstrong Boulevard Eagan, MN 1,131,017 3,308,121 4,439,138 4801 West 81st Street Bloomington, MN 1,624,701 2,526,789 4,151,490 8100 Cedar Avenue Bloomington, MN 501,313 3,698,687 4,200,000 9600 54th Avenue Plymouth, MN 332,317 3,110,079 3,442,396 7800 Equitable Drive Eden Prairie, MN 2,188,525 3,789,047 5,977,572 7905 Fuller Road Eden Prairie, MN 1,229,862 4,090,378 5,320,240 26911-26957 Northwestern Highway Southfield, MI 11,305,367 67,228,569 78,533,936 1650 Research Drive Troy, MI 763,067 7,257,430 8,020,497 1775 Research Drive Troy, MI 331,422 2,827,696 3,159,119 1875 Research Drive Troy, MI 329,863 2,813,607 3,143,469 1850 Research Drive Troy, MI 781,054 7,478,880 8,259,934 1965 Research Drive Troy, MI 419,090 3,619,839 4,038,929 1960 Research Drive Troy, MI 419,146 3,626,009 4,045,155 27260 Haggerty Road Farmington Hills, MI 456,877 4,123,929 4,580,806 27200 Haggerty Road Farmington Hills, MI 382,754 3,461,854 3,844,608 27280 Haggerty Road Farmington Hills, MI 452,860 4,083,859 4,536,718 27220 Haggerty Road Farmington Hills, MI 203,064 1,820,727 2,023,791 27240 Haggerty Road Farmington Hills, MI 171,518 1,535,463 1,706,981 27300 Haggerty Road Farmington Hills, MI 370,378 3,386,000 3,756,378 1101 Allen Drive Troy, MI 98,148 902,924 1,001,072 1151 Allen Drive Troy, MI 164,487 1,501,015 1,665,501 1300 Rankin Street Troy, MI 134,094 1,236,789 1,370,882 1350 Rankin Street Troy, MI 111,780 1,033,236 1,145,016 1376-1400 Rankin Street Troy, MI 134,296 1,278,858 1,413,154 1352-1374 Rankin Street Troy, MI 153,279 1,412,506 1,565,785 1324-1346 Rankin Street Troy, MI 134,094 1,221,292 1,355,385 1301-1307 Rankin Street Troy, MI 111,780 1,026,782 1,138,561 1409 Allen Drive Troy, MI 142,374 1,359,707 1,502,080 1304 E. Maple Road Troy, MI 211,237 2,191,442 2,402,679 1334 Maplelawn Road Troy, MI 124,300 1,123,622 1,247,922 1290 Maplelawn Road Troy, MI 85,325 830,435 915,759 1070 Maplelawn Road Troy, MI 68,564 661,264 729,828 - -109- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- OPERATING PROPERTIES - CONTINUED 950 Maplelawn Road Troy, MI 252,433 2,289,503 2,541,936 894 Maplelawn Road Troy, MI 181,753 1,649,509 1,831,262 1179 Maplelawn Road Troy, MI 87,849 846,745 934,594 1940 Norwood Drive Troy, MI 86,840 792,180 879,019 1311-1331 Maplelawn Road Troy, MI 125,411 1,139,798 1,265,208 2354 Bellingham Street Troy, MI 87,344 802,467 889,811 2360 Bellingham Street Troy, MI 87,344 800,677 888,021 1911 Ring Drive Troy, MI 86,133 789,722 875,854 26442-26450 Haggerty Road Farmington Hills, MI 237,691 2,157,608 2,395,299 26500 Haggerty Road Farmington Hills, MI 311,097 2,827,122 3,138,219 26650 Haggerty Road Farmington Hills, MI 173,170 1,575,274 1,748,444 26700 Haggerty Road Farmington Hills, MI 253,342 2,299,784 2,553,125 26750 Haggerty Road Farmington Hills, MI 292,721 2,665,536 2,958,256 26800 Haggerty Road Farmington Hills, MI 175,493 1,595,780 1,771,273 26842-26850 Haggerty Road Farmington Hills, MI 239,610 2,174,440 2,414,050 50 West Big Bear Road Troy, MI 2,159,678 19,624,586 21,784,264 100 West Big Bear Road Troy, MI 2,113,006 19,124,948 21,237,953 245 Executive Drive Brookfield, WI 577,067 5,316,208 5,893,275 8301 West Parkland Court Milwaukee, WI 358,442 3,244,661 3,603,102 4701 West Schroeder Drive Brown Deer, WI 300,385 2,733,579 3,033,964 4555 West Schroeder Drive Brown Deer, WI 401,290 3,975,282 4,376,572 32991 Hamilton Court Farmington Hills, MI 1,065,392 3,627,675 4,693,068 7800 N. 113th Street Milwaukee, WI 1,711,964 6,880,112 8,592,076 2475-2479 Elliot Avenue Troy, MI 128,808 516,980 645,787 32661 Edward Avenue Madison Heights, MI 378,838 2,334,604 2,713,442 32701 Edward Avenue Madison Heights, MI 340,398 1,367,820 1,708,218 32751 Edward Avenue Madison Heights, MI 151,410 928,877 1,080,287 32853 Edward Avenue Madison Heights, MI 138,121 836,703 974,824 555 East Mandoline Avenue Madison Heights, MI 140,862 800,917 941,779 599 East Mandoline Avenue Madison Heights, MI 132,164 682,284 814,449 749 East Mandoline Avenue Madison Heights, MI 144,658 708,968 853,626 750 East Mandoline Avenue Madison Heights, MI 151,458 742,062 893,521 900 East Mandoline Avenue Madison Heights, MI 157,729 772,787 930,516 949 East Mandoline Avenue Madison Heights, MI 137,049 779,239 916,288 32390-32400 Howard Avenue Madison Heights, MI 148,582 596,506 745,088 32090 John R. Road Madison Heights, MI 70,351 405,861 476,212 31601 Research Park Drive Madison Heights, MI 331,179 1,883,931 2,215,110 31651 Research Park Drive Madison Heights, MI 194,012 1,102,708 1,296,720 31700 Research Park Drive Madison Heights, MI 373,203 1,828,295 2,201,498 31701 Research Park Drive Madison Heights, MI 185,845 1,110,294 1,296,139 31751 Research Park Drive Madison Heights, MI 194,063 1,301,553 1,495,617 31800 Research Park Drive Madison Heights, MI 217,929 1,603,256 1,821,186 800 Tech Row Madison Heights, MI 444,977 2,991,132 3,436,110 900 Tech Row Madison Heights, MI 155,606 884,746 1,040,351 1000 Tech Row Madison Heights, MI 357,897 2,629,886 2,987,783 31771 Sherman Avenue Madison Heights, MI 150,944 645,820 796,764 31791 Sherman Avenue Madison Heights, MI 105,606 650,505 756,111 31811 Sherman Avenue Madison Heights, MI 207,599 1,180,373 1,387,972 31831 Sherman Avenue Madison Heights, MI 158,483 901,104 1,059,586 31900 Sherman Avenue Madison Heights, MI 269,293 1,805,722 2,075,015 800 East Whitcomb Avenue Madison Heights, MI 151,704 1,295,565 1,447,269 950 East Whitcomb Avenue Madison Heights, MI 113,630 2,164,653 2,278,283 1000 East Whitcomb Avenue Madison Heights, MI 113,512 1,061,531 1,175,043 1100 East Whitcomb Avenue Madison Heights, MI 135,152 832,983 968,135 1201 East Whitcomb Avenue Madison Heights, MI 302,567 1,215,920 1,518,487 1210 East Whitcomb Avenue Madison Heights, MI 121,298 329,592 450,890 1260 Kempar Avenue Madison Heights, MI 78,720 387,696 466,416 1280 Kempar Avenue Madison Heights, MI 142,305 540,905 683,210 1001 East Lincoln Avenue Madison Heights, MI 479,874 2,055,224 2,535,098 1201 East Lincoln Avenue Madison Heights, MI 710,614 2,142,950 2,853,564 22515 Heslip Drive Madison Heights, MI 144,477 338,850 483,327 8400 Lakeview Parkway Pleasant Prairie, WI 892,146 4,032,120 4,924,266 8401 Lakeview Parkway Pleasant Prairie, WI 649,631 3,462,443 4,112,074 9801 80th Avenue Pleasant Prairie, WI 1,692,077 7,947,278 9,639,355 50 Gibson Drive West Malling, UK 0 3,717,031 3,717,031 25 Kings Hill Avenue West Malling, UK 1,345,194 7,895,176 9,240,370 2 Kings Hill Avenue West Malling, UK 889,039 5,349,352 6,238,391 50 Kings Hill Avenue West Malling, UK 1,383,301 12,536,713 13,920,014 10 Kings Hill Avenue West Malling, UK 1,028,202 6,400,331 7,428,534 -------------- -------------- -------------- Subtotal Operating Properties $366,853,030 $2,378,271,941 $2,745,124,972 ============== ============== ==============
- -110-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- DEVELOPMENT IN PROGRESS 45 Liberty Boulevard Malvern, PA $ 4,749,747 $ 7,228,901 $ 11,978,649 3 Franklin Plaza Philadelphia, PA 2,514,519 15,693,665 18,208,184 2500 Renaissance Boulevard King of Prussia, PA 592,737 2,140,665 2,733,402 2300 Renaissance Boulevard King of Prussia, PA 574,004 1,415,780 1,989,784 2100 Renaissance Boulevard King of Prussia, PA 1,132,519 4,223,337 5,355,857 4 Walnut Grove Horsham, PA 2,515,115 7,678,725 10,193,840 PNC Bank - Phase II Construction Philadelphia, PA - 4,728,357 4,728,357 600 Chesterfield Parkway Malvern, PA 2,037,813 3,553,848 5,591,660 700 Chesterfield Parkway Malvern, PA 2,037,813 2,929,001 4,966,814 2520 Renaissance Boulevard King of Prussia, PA 1,020,000 174,503 1,194,503 201 Berkeley Drive Bridgeport, NJ 514,243 3,667,109 4,181,351 300 Commodore Drive Bridgeport, NJ 723,369 4,766,125 5,489,494 1020 Briggs Road Land Mt. Laurel, NJ 578,443 627,477 1,205,920 800 Arlington Boulevard Logan, NJ 1,687,500 596,860 2,284,360 1525 Valley Center Parkway Allentown, PA 804,104 5,294,434 6,098,538 Lehigh Valley West Land - Lot 4 Upper Macungie, PA 3,720,118 3,055,681 6,775,799 5500 Cox Road Richmond, VA 483,263 2,086,464 2,569,728 701 Liberty Way Richmond, VA 545,275 3,975,055 4,520,330 5305 Valley Park Drive Roanoke, VA 232,074 1,670,235 1,902,309 530 Eastpark Court Richmond, VA 333,597 2,299,010 2,632,607 801 Liberty Way Richmond, VA 780,000 4,730,570 5,510,570 6532 Judge Adams Road Whitsett, NC 335,061 3,605,667 3,940,728 4194 Mendenhall Oaks Parkway High Point, NC 265,991 1,947,087 2,213,078 4196 Mendenhall Oaks Parkway High Point, NC 173,889 1,505,927 1,679,816 4170 Mendenhall Oaks Parkway High Point, NC 372,953 1,473,727 1,846,680 4180 Mendenhall Oaks Parkway High Point, NC 315,064 1,405,146 1,720,210 3955 Faber Place Charleston, SC 382,890 2,023,367 2,406,256 7014 AC Skinner Parkway Jacksonville, FL 780,486 2,139,813 2,920,299 9550 Satellite Boulevard Orlando, FL 587,320 1,978,759 2,566,079 Butler Plaza Jacksonville, FL 1,299,201 2,318,280 3,617,481 7802-50 Woodland Center Boulevard Tampa, FL 357,428 2,291,474 2,648,902 7852-98 Woodland Center Boulevard Tampa, FL 357,428 2,318,736 2,676,164 7725 Woodland Center Boulevard Tampa, FL 557,828 2,092,522 2,650,350 8001 Woodland Center Boulevard Tampa, FL 352,213 1,003,018 1,355,230 4630 Woodland Corporate Boulevard Tampa, FL 943,169 749,925 1,693,094 Silo Bend 12 Tampa, FL 654,259 462,544 1,116,803 Huntington Square Land Miramar, FL 2,980,848 9,155,743 12,136,592 10400 Southwest Crossing Eden Prairie, MN 2,938,372 18,347,485 21,285,857 9023 Columbine Road Eden Prairie, MN 1,956,273 920,540 2,876,813 West Tech Park Land (Lot B) Farmington Hills, MI 537,047 871,611 1,408,658 West Tech Park Land (Lot C) Farmington Hills, MI 534,558 868,708 1,403,265 30 Tower View West Malling, UK 1,666,055 9,308,600 10,974,655 35 Kings Hill Avenue West Malling, UK 816,474 2,794,039 3,610,513 39 Kings Hill Avenue West Malling, UK 600,739 2,779,775 3,380,514 18 Kings Hill Avenue West Malling, UK 1,382,042 3,940,752 5,322,793 ------------ -------------- -------------- Subtotal Development in Progress $ 48,723,840 $ 158,839,045 $ 207,562,885 ============ ============== ==============
- -111-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Gross Amount Carried at Close of Period ------------------------------------------------- Land and Building and Total Project City Improvements Improvements @ 12/31/98 - -------------------------------------- --------------------- --------------- --------------- --------------- LAND HELD FOR DEVELOPMENT Gwynedd North Bus Camp Land Lansdale, PA $ 260,415 $ - $ 260,415 Three Country View Road Malvern, PA - 6,177 6,177 550 Lapp Road Malvern, PA - 2,575 2,574 Cedar Hollow Road Land Malvern, PA - - - Walnut Grove Land Horsham, PA 1,589,448 - 1,589,448 35 Liberty Boulevard Land Malvern, PA - - - Great Valley Land Malvern, PA 1,589,979 - 1,589,979 10 Matthews Rd South Land Malvern, PA 608,995 - 608,995 Renaissance Park Land King of Prussia, PA 4,121,341 467,944 4,589,285 Swedes Run Business Park Land Delran, NJ 1,615,405 - 1,615,405 Marlton Crossing Land Marlton, NJ 297,913 10,749 308,662 Commodore Business Park Logan Twp., NJ 3,343,747 20,451 3,364,198 Boulden Land New Castle, DE 1,560 - 1,560 Marlton Executive Park Land Marlton, NJ 765,862 - 765,862 1015 Briggs Road Land Mt. Laurel, NJ 422,887 - 422,887 Lehigh Valley Corporate Center Land Bethlehem, PA 1,391,009 29,542 1,420,551 Lehigh Valley West Lots 13,14,15 Allentown, PA (7) 30,907 30,900 LVCC Phase 2 Land Bethlehem, PA 2,984,430 159,000 3,143,430 LV West Land - Lot 5A Upper Macungie, PA 554,490 - 554,490 Park at Valleypointe Land Roanoke, VA 640,121 4,722 644,842 Fairgrounds Distribution Center Land Richmond, VA 129,107 1,197 130,304 Rivers' Bend Land Richmond, VA 2,806,390 6,043,499 8,849,890 Oakleys Center Land Richmond, VA - - - Woodlands Center Land Richmond, VA 1,046,606 - 1,046,606 501 Liberty Way Richmond, VA 650,007 - 650,007 601 HP Way (HP3) Richmond, VA 631,906 - 631,906 6000-98 Eastport Boulevard Richmond, VA 872,903 - 872,903 Eastport VIII Richmond, VA 382,698 - 382,698 Eastport IX Richmond, VA 211,627 - 211,627 Brill 2 Land Richmond, VA 1,725,990 - 1,725,990 Westmoreland Land Virginia Beach, VA 789,682 - 789,682 Westmoreland III Land Virginia Beach, VA 674,899 - 674,899 Mendenhall Land High Point, NC 4,664,944 10,931 4,675,875 Independence Pointe Land Greenville, SC 1,318,939 - 1,318,939 Executive Park at Faber Place Land Charleston, SC 40,772 - 40,772 Northpoint Industrial Park Land Columbia, SC 72,284 - 72,284 Overlook Business Center Land Columbia, SC - - - Ridgeview Center Land Greenville, SC - - - Southchase Business Park Land Greenville, SC 77,082 - 77,082 Woodfield Land Greenville, SC 70,677 - 70,677 Southpoint Business Park Land Jacksonville, FL 438,111 - 438,111 Liberty Business Park Land Jacksonville, FL 995,519 27,561 1,023,080 7024 AC Skinner Parkway Jacksonville, FL 686,049 - 686,049 Silo Bend Land (LPDC) Tampa, FL 4,403,589 - 4,403,589 Exchange Place Land Orlando, FL 202,117 - 202,117 Belfort Road Jacksonville, FL 448,782 - 448,782 Butler Plaza Land Jacksonville, FL 2,798,865 - 2,798,865 Central Green Land Houston, TX 1,404,676 - 1,404,676 Salisbury Road Land Jacksonville, FL 1,636,345 - 1,636,345 Airport West Tampa, FL - 482 481 Woodland Corporate Center Land Tampa, FL 229,028 - 229,028 Pompano Business Park Land - Parcel 2 Boca Raton, FL 407,328 - 407,328 Pompano Business Park Land - Parcel 3 Boca Raton, FL 509,233 - 509,233 Boca Colannade Land - Yamato Road Boca Raton, FL 4,238,535 - 4,238,535 Klodt Land Eden Prairie, MN 6,129,028 - 6,129,028 Flying Cloud Land Eden Prairie, MN 6,738,148 - 6,738,148 Romulus Land Romulus, MI 949,622 - 949,622 4 ABW West Malling, UK 22,015 46,967 68,982 ------------ -------------- -------------- Subtotal Land Held for Development $ 68,591,098 $ 6,862,704 $ 75,453,802 ============ ============== ============== TOTAL ALL PROPERTIES $484,167,968 $2,543,973,690 $3,028,141,659 ============ ============== ==============
- -112-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES 10,20 Liberty Boulevard Malvern, PA $ 1,066,641 1985 40 yrs. 420 Lapp Road Malvern, PA 1,333,375 1989 40 yrs. 747 Dresher Road Horsham, PA 900,307 1988 40 yrs. 45-67 Great Valley Parkway Malvern, PA 1,502,849 1974 40 yrs. 1180 Church Road Lansdale, PA 4,110,327 1986 40 yrs. 40 Valley Stream Parkway Malvern, PA 611,320 1987 40 yrs. 50 Valley Stream Parkway Malvern, PA 707,684 1987 40 yrs. 20 Valley Stream Parkway Malvern, PA 1,420,002 1987 40 yrs. 800 Town Center Drive Langhorne, PA 2,490,165 1987 40 yrs. 9, 15 Great Valley Parkway Malvern, PA 7,907,150 1986 40 yrs. 257-275 Great Valley Parkway Malvern, PA 1,563,528 1983 40 yrs. 300 Technology Drive Malvern, PA 374,779 1985 40 yrs. 277-293 Great Valley Parkway Malvern, PA 645,103 1984 40 yrs. 311 Technology Drive Malvern, PA 730,218 1984 40 yrs. 325 Technology Drive Malvern, PA 614,412 1984 40 yrs. 7 Great Valley Parkway Malvern, PA 1,382,438 1985 40 yrs. 55 Valley Stream Parkway Malvern, PA 998,346 1983 40 yrs. 65 Valley Stream Parkway Malvern, PA 1,595,854 1983 40 yrs. 508 Lapp Road Malvern, PA 604,433 1984 40 yrs. 10 Valley Stream Parkway Malvern, PA 960,799 1984 40 yrs. 333 Phoenixville Pike Malvern, PA 959,541 1985 40 yrs. 30 Great Valley Parkway Malvern, PA 211,310 1975 40 yrs. 75 Great Valley Parkway Malvern, PA 184,513 1977 40 yrs. 27-43 Great Valley Parkway Malvern, PA 1,019,062 1977 40 yrs. 77-123 Great Valley Parkway Malvern, PA 1,959,583 1978 40 yrs. 260 Great Valley Parkway Malvern, PA 322,650 1979 40 yrs. 256 Great Valley Parkway Malvern, PA 772,366 1980 40 yrs. 205 Great Valley Parkway Malvern, PA 3,843,533 1981 40 yrs. 12,14,16 Great Valley Parkway Malvern, PA 502,305 1982 40 yrs. 155 Great Valley Parkway Malvern, PA 861,324 1981 40 yrs. 333 Technology Drive Malvern, PA 1,030,881 1987 40 yrs. 510 Lapp Road Malvern, PA 350,661 1983 40 yrs. 181 Wheeler Court Langhorne, PA 252,003 1979 40 yrs. 1100 Wheeler Way Langhorne, PA 131,609 1979 40 yrs. 60 Morehall Road Malvern, PA 1,493,484 1989 40 yrs. 905 Airport Road West Chester, PA 647,345 1988 40 yrs. 16 Cabot Boulevard Langhorne, PA 642,072 1972 40 yrs. 1 Country View Road Malvern, PA 422,419 1982 40 yrs. 2151 Cabot Boulevard Langhorne, PA 383,209 1982 40 yrs. 170 South Warner Road King of Prussia, PA 1,044,311 1980 40 yrs. 190 South Warner Road King of Prussia, PA 585,331 1980 40 yrs. 507 Prudential Road Horsham, PA 601,394 1988 40 yrs. 100 Witmer Road Horsham, PA 624,119 1995 40 yrs. 3100 Horizon Drive King of Prussia, PA 180,358 1995 40 yrs. 3300 Horizon Drive King of Prussia, PA 256,780 1996 40 yrs. 3500 Horizon Drive King of Prussia, PA 175,442 1996 40 yrs. 200 Chester Field Parkway Malvern, PA 1,280,232 1989 40 yrs. 767 Electronic Drive Horsham, PA 383,906 1996 40 yrs. 132 Welsh Road Horsham, PA 126,348 1997 40 yrs. 5 Country View Road Malvern, PA 404,531 1985 40 yrs. 3200 Horizon Drive King of Prussia, PA 329,912 1996 40 yrs. 3000 Horizon Drive King of Prussia, PA 70,586 1997 40 yrs. 111-195 Witmer Road Horsham, PA 220,150 1996 40 yrs. 300 Welsh Road Horsham, PA 103,271 1983 40 yrs. 400 Welsh Road Horsham, PA 223,798 1983 40 yrs. 8801 Tinicum Boulevard Philadelphia, PA 1,054,960 1997 40 yrs. 440 East Swedesford Road King of Prussia, PA 596,394 1988 40 yrs. 460 East Swedesford Road King of Prussia, PA 380,722 1988 40 yrs. 50 Morehall Road Malvern, PA 650,142 1997 40 yrs. 2 Walnut Grove Drive Horsham, PA 554,959 1989 40 yrs. 200 Gibraltar Road Horsham, PA 306,410 1990 40 yrs. 220 Gibraltar Road Horsham, PA 287,319 1990 40 yrs. 240 Gibraltar Road Horsham, PA 287,305 1990 40 yrs. 151 S. Warner Road King of Prussia, PA 352,300 1980 40 yrs. 1 Walnut Grove Drive Horsham, PA 478,655 1986 40 yrs. 3604 Horizon Drive King of Prussia, PA 106,706 1997 40 yrs. 3606 Horizon Drive King of Prussia, PA 114,422 1997 40 yrs. 650 Swedesford Road King of Prussia, PA 771,000 1971 40 yrs. 680 Swedesford Road King of Prussia, PA 815,844 1971 40 yrs. 761 Fifth Avenue King of Prussia, PA 73,679 1977 40 yrs. 771 Fifth Avenue King of Prussia, PA 45,469 1977 40 yrs. 1 Great Valley Parkway Malvern, PA 154,474 1982 40 yrs. 5 Great Valley Parkway Malvern, PA 254,423 1983 40 yrs. 311 Sinclair Road Bristol, PA 39,754 1997 40 yrs. 100 Cedar Hollow Road Malvern, PA 249,325 1997 40 yrs. 3 Country View Road Malvern, PA 57,731 1997 40 yrs. 425 Technology Drive Malvern, PA 84,307 1997 40 yrs. 375 Technology Drive Malvern, PA 33,703 1997 40 yrs. 100 Chesterfield Parkway Malvern, PA 157,277 1997 40 yrs. 181-187 Gibraltar Road Horsham, PA 103,594 1982 40 yrs. 104 Rock Road Horsham, PA 81,448 1974 40 yrs. 123-135 Rock Road Horsham, PA 72,285 1975 40 yrs. 111-159 Gibraltar Road Horsham, PA 121,328 1981 40 yrs. 161-175 Gibraltar Road Horsham, PA 76,944 1976 40 yrs. 125-137 Gibraltar Road Horsham, PA 70,257 1978 40 yrs. 261-283 Gibraltar Road Horsham, PA 117,065 1978 40 yrs. 210-223 Witmer Road Horsham, PA 67,164 1972 40 yrs. 231-237 Gibraltar Road Horsham, PA 120,155 1981 40 yrs. - -113- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 100 Gibraltar Road Horsham, PA 9,587 1975 40 yrs. 101 Gibraltar Road Horsham, PA 175,681 1977 40 yrs. 506 Prudential Road Horsham, PA 44,979 1973 40 yrs. 113-123 Rock Road Horsham, PA 89,566 1975 40 yrs. 101-111 Rock Road Horsham, PA 86,478 1975 40 yrs. 120 Gibraltar Road Horsham, PA 152,385 1980 40 yrs. 110 Gibraltar Road Horsham, PA 165,142 1979 40 yrs. 100-107 Lakeside Drive Horsham, PA 62,134 1982 40 yrs. 200-264 Lakeside Drive Horsham, PA 169,707 1982 40 yrs. 300-309 Lakeside Drive Horsham, PA 92,711 1982 40 yrs. 400-445 Lakeside Drive Horsham, PA 167,543 1981 40 yrs. 104 Witmer Road Horsham, PA 39,593 1997 40 yrs. 201 Gibraltar Road Horsham, PA 109,224 1983 40 yrs. 3600 Horizon Drive King of Prussia, PA 51,693 1989 40 yrs. 3602 Horizon Drive King of Prussia, PA 54,012 1989 40 yrs. 400-500 Brandywine Parkway West Chester, PA 171,709 1988 40 yrs. 600 Brandywine Parkway West Chester, PA 130,529 1988 40 yrs. 2700 Horizon Drive King of Prussia, PA 50,713 1997 40 yrs. 2900 Horizon Drive King of Prussia, PA 27,667 1997 40 yrs. 719 Dresher Road Horsham, PA 71,849 1998 40 yrs. 2250 Hickory Road Plymouth Meeting, PA 174,106 1998 40 yrs. 3400 Horizon Drive King of Prussia, PA 58,859 1998 40 yrs. One Ridgewood Place Downingtown, PA 34,101 1998 40 yrs. 300 Welsh Road Horsham, PA 34,957 1998 40 yrs. 6 Terry Drive Newtown, PA 13,899 1998 40 yrs. 14 Lee Boulevard Malvern, PA 1,208,859 1988 40 yrs. 500 Chester Field Parkway Malvern, PA 711,879 1988 40 yrs. 300-400 Chester Field Parkway Malvern, PA 1,113,378 1988 40 yrs. 1805 Underwood Boulevard Delran, NJ 141,408 1973 40 yrs. 150 Mid-Atlantic Parkway West Deptford, NJ 221,654 1973 40 yrs. 18 Boulden Circle New Castle, DE 838,137 1989 40 yrs. 501 Delran Parkway Delran, NJ 742,016 1988 40 yrs. 600 Delran Parkway Delran, NJ 1,371,860 1988 40 yrs. 1607 Imperial Way West Deptford, NJ 1,067,956 1973 40 yrs. 1 Boulden Circle New Castle, DE 373,619 1986 40 yrs. 31-55 Read's Way New Castle, DE 1,481,280 1986 40 yrs. 3 Boulden Circle New Castle, DE 535,782 1987 40 yrs. 5 Boulden Circle New Castle, DE 825,780 1987 40 yrs. 601 Delran Parkway Delran, NJ 429,948 1988 40 yrs. 51 Haddonfield Road Cherry Hill, NJ 2,723,650 1986 40 yrs. 57 Read's Way New Castle, DE 827,683 1985 40 yrs. 1370 Imperial Way West Deptford, NJ 494,478 1978 40 yrs. 8 Stow Road Marlton, NJ 242,315 1988 40 yrs. 10 Stow Road Marlton, NJ 166,287 1988 40 yrs. 12 Stow Road Marlton, NJ 194,615 1988 40 yrs. 14 Stow Road Marlton, NJ 204,702 1988 40 yrs. 1300 Metropolitan Avenue West Deptford, NJ 214,193 1972 40 yrs. 701A Route 73 South Marlton, NJ 891,234 1987 40 yrs. 701C Route 73 South Marlton, NJ 200,069 1987 40 yrs. 1008 Astoria Boulevard Cherry Hill, NJ 150,247 1973 40 yrs. 1475 Imperial Way West Deptford, NJ 112,002 1976 40 yrs. 3000 Atrium Way Mt. Laurel, NJ 1,478,788 1987 40 yrs. 750 Cardinal Drive Bridgeport, NJ 427,063 1989 40 yrs. 11000, 15000, 17000 Commerce Parkway Mt. Laurel, NJ 587,072 1985 40 yrs. 12000, 14000 Commerce Parkway Mt. Laurel, NJ 347,420 1985 40 yrs. 16000, 18000 Commerce Parkway Mt. Laurel, NJ 340,318 1985 40 yrs. 406 Lippincott Drive Marlton, NJ 288,261 1990 40 yrs. 234 High Hill Road Bridgeport, NJ 197,804 1987 40 yrs. 231 Lake Drive New Castle, DE 260,466 1997 40 yrs. 100 Arlington Boulevard Bridgeport, NJ 294,057 1996 40 yrs. 100 Berkeley Drive Swedesboro, NJ 156,494 1990 40 yrs. 301 Lippincott Drive Marlton, NJ 477,064 1988 40 yrs. 303 Lippincott Drive Marlton, NJ 436,651 1988 40 yrs. 510-512 Sharptown Road Bridgeport, NJ 79,234 1984 40 yrs. 901 Route 73 Marlton, NJ 194,328 1985 40 yrs. Four Greentree Center Marlton, NJ 266,408 1988 40 yrs. 512 Sharptown Road Bridgeport, NJ 107,604 1984 40 yrs. 15 Boulden Circle New Castle, DE 99,350 1997 40 yrs. 404 Lippincott Drive Marlton, NJ 96,468 1997 40 yrs. 263 Quigley Boulevard New Castle, DE 81,625 1987 40 yrs. 34 Blevins Drive New Castle, DE 87,069 1987 40 yrs. 104 Gaither Drive Mt. Laurel, NJ 69,871 1975 40 yrs. 2 Lukens Drive New Castle, DE 82,568 1988 40 yrs. 402 Lippincott Drive Marlton, NJ 90,116 1997 40 yrs. 3000 Lincoln Drive Mt. Laurel, NJ 154,762 1983 40 yrs. 6000 Commerce Parkway Mt. Laurel, NJ 96,692 1985 40 yrs. 7000 Commerce Parkway Mt. Laurel, NJ 91,007 1984 40 yrs. 8000 Commerce Parkway Mt. Laurel, NJ 81,052 1983 40 yrs. 9000 Commerce Parkway Mt. Laurel, NJ 100,238 1983 40 yrs. 1000 Briggs Road Mt. Laurel, NJ 114,279 1986 40 yrs. 1025 Briggs Road Mt. Laurel, NJ 149,673 1987 40 yrs. 9 Stow Road Marlton, NJ 46,343 1998 40 yrs. 2000 Crawford Place Mt. Laurel, NJ 116,103 1986 40 yrs. 1351 Metropolitan Avenue Pureland, NJ 54,794 1986 40 yrs. 650 Grove Road Pureland, NJ 81,573 1986 40 yrs. 400 Grove Road Pureland, NJ 45,730 1986 40 yrs. 5000 Dearborn Court Mt. Laurel, NJ 87,628 1998 40 yrs. 515 Heron Drive Bridgeport, NJ 43,875 1998 40 yrs. 500 Sharptown Road Pureland, NJ 27,694 1998 40 yrs. 625 Heron Drive Bridgeport, NJ 17,032 1998 40 yrs. 605 Heron Drive Bridgeport, NJ 19,286 1998 40 yrs. - -114- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 510 Heron Drive Bridgeport, NJ 147,110 1998 40 yrs. 522 Pedricktown Road Bridgeport, NJ 25,581 1998 40 yrs. 530 Pedricktown Road Bridgeport, NJ 35,747 1998 40 yrs. 540 Pedricktown Road Bridgeport, NJ 85,096 1998 40 yrs. 230 High Hill Road Bridgeport, NJ 166,050 1998 40 yrs. 3 Mallard Court Bridgeport, NJ 45,869 1998 40 yrs. 730 Cardinal Drive Bridgeport, NJ 33,496 1998 40 yrs. 405 Heron Drive Bridgeport, NJ 341,945 1998 40 yrs. 100 Eagle Road Bridgeport, NJ 26,916 1998 40 yrs. 250 High Hill Road Bridgeport, NJ 58,972 1998 40 yrs. 508 Center Square Road Bridgeport, NJ 64,825 1998 40 yrs. 602 Heron Drive Bridgeport, NJ 41,979 1998 40 yrs. 300 Eagle Court Bridgeport, NJ 35,106 1998 40 yrs. 500 Center Square Road Bridgeport, NJ 115,980 1998 40 yrs. 1001 Briggs Road Marlton, NJ 58,262 1998 40 yrs. 1960 Cuthbert Boulevard Cherry Hill, NJ 14,495 1998 40 yrs. 1970 Cuthbert Boulevard Cherry Hill, NJ 16,213 1998 40 yrs. 10000 & 11000 Route 73 Marlton, NJ 35,350 1998 40 yrs. 1655 Valley Center Parkway Bethlehem, PA 270,601 1993 40 yrs. 6560 Stonegate Drive Allentown, PA 532,695 1989 40 yrs. 6370 Hedgewood Drive Allentown, PA 562,975 1990 40 yrs. 6390 Hedgewood Drive Allentown, PA 596,203 1990 40 yrs. 1495 Valley Center Parkway Bethlehem, PA 705,691 1990 40 yrs. 6350 Hedgewood Drive Allentown, PA 694,919 1989 40 yrs. 6330 Hedgewood Drive Allentown, PA 1,182,887 1988 40 yrs. 1550 Valley Center Parkway Bethlehem, PA 666,867 1988 40 yrs. 1560 Valley Center Parkway Bethlehem, PA 842,314 1988 40 yrs. 6580 Snowdrift Road Allentown, PA 632,437 1988 40 yrs. 1510 Valley Center Parkway Bethlehem, PA 785,974 1988 40 yrs. 1530 Valley Center Parkway Bethlehem, PA 612,279 1988 40 yrs. 6540 Stonegate Drive Allentown, PA 884,223 1988 40 yrs. 974 Marcon Boulevard Allentown, PA 610,833 1987 40 yrs. 964 Marcon Street Allentown, PA 513,208 1985 40 yrs. 764 Roble Road Allentown, PA 248,251 1985 40 yrs. 3174 Airport Road Allentown, PA 448,601 1979 40 yrs. 2196 Avenue C Allentown, PA 437,852 1980 40 yrs. 2202 Hanger Place Allentown, PA 516,071 1981 40 yrs. 2201 Hanger Place Allentown, PA 540,809 1987 40 yrs. 954 Marcon Boulevard Allentown, PA 349,146 1981 40 yrs. 57 South Commerce Way Allentown, PA 325,392 1986 40 yrs. 754 Roble Road Allentown, PA 210,150 1986 40 yrs. 894 Marcon Boulevard Allentown, PA 123,387 1986 40 yrs. 744 Roble Road Allentown, PA 223,063 1986 40 yrs. 944 Marcon Boulevard Allentown, PA 196,238 1986 40 yrs. 1685 Valley Center Parkway Allentown, PA 194,585 1996 40 yrs. 6520 Stonegate Drive Allentown, PA 91,305 1996 40 yrs. 7437 Industrial Boulevard Allentown, PA 719,127 1976 40 yrs. 2041 Avenue C Allentown, PA 111,411 1990 40 yrs. 2124 Avenue C Allentown, PA 101,280 1990 40 yrs. 7339 Industrial Boulevard Allentown, PA 314,442 1996 40 yrs. 7384 Penn Drive Allentown, PA 252,082 1988 40 yrs. 7144 Daniels Drive Allentown, PA 511,397 1975 40 yrs. 7620 Cetronia Road Allentown, PA 342,686 1990 40 yrs. 939 Marcon Boulevard Allentown, PA 467,166 1980 40 yrs. 100 Brodhead Road Allentown, PA 255,788 1990 40 yrs. 1455 Valley Center Parkway Bethlehem, PA 264,883 1997 40 yrs. 1640 Valley Center Parkway Bethlehem, PA 252,324 1996 40 yrs. 1650 Valley Center Parkway Allentown, PA 232,257 1997 40 yrs. 1660 Valley Center Parkway Bethlehem, PA 78,446 1996 40 yrs. 400 Nestle Way Allentown, PA 1,384,476 1997 40 yrs. 83 South Commerce Way Bethlehem, PA 67,321 1989 40 yrs. 85 South Commerce Way Bethlehem, PA 66,404 1989 40 yrs. 87 South Commerce Way Bethlehem, PA 70,312 1989 40 yrs. 89 South Commerce Way Bethlehem, PA 79,181 1997 40 yrs. 7339 Industrial Boulevard Allentown, PA 802,426 1988 40 yrs. 95 Highland Avenue Bethlehem, PA 148,682 1985 40 yrs. 236 Brodhead Road Bethlehem, PA 206,412 1994 40 yrs. 6620 Grant Way Allentown, PA 80,242 1989 40 yrs. 700 Nestle Way Allentown, PA 363,736 1997 40 yrs. 7562 Penn Drive Allentown, PA 22,368 1989 40 yrs. 7277 Williams Avenue Allentown, PA 37,848 1989 40 yrs. 7355 Williams Avenue Allentown, PA 36,861 1998 40 yrs. 794 Roble Boulevard Allentown, PA 124,199 1998 40 yrs. 6923 Schantz Spring Road Allentown, PA 71,984 1998 40 yrs. 2600 Beltline Avenue Reading, PA 46,748 1998 40 yrs. 7132 Daniels Drive Allentown, PA 80,706 1998 40 yrs. 3985 Adler Place Bethlehem, PA 59,043 1998 40 yrs. 12000,001,040 Indian Creek Court Beltsville, MD 2,664,578 1986 40 yrs. 8280 Patuxent Range Drive Columbia, MD 574,630 1978 40 yrs. 7178-80 Columbia Gateway Columbia, MD 598,024 1987 40 yrs. 8730 Bollman Place Columbia, MD 439,998 1984 40 yrs. 9770 Patuxent Woods Drive Columbia, MD 127,258 1986 40 yrs. 9780 Patuxent Woods Drive Columbia, MD 81,396 1986 40 yrs. 9790 Patuxent Woods Drive Columbia, MD 90,818 1986 40 yrs. 9810 Patuxent Woods Drive Columbia, MD 99,375 1986 40 yrs. 9800 Patuxent Woods Drive Columbia, MD 111,322 1988 40 yrs. 9820 Patuxent Woods Drive Columbia, MD 88,544 1988 40 yrs. 9830 Patuxent Woods Drive Columbia, MD 110,297 1986 40 yrs. 9050 Red Branch Road Columbia, MD 97,282 1972 40 yrs. 4606 Richlynn Drive Belcamp, MD 30,401 1998 40 yrs. 8945-8975 Guilford Columbia, MD 93,355 1998 40 yrs. - -115- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 7317 Parkway Drive Hanover, MD 11,693 1998 40 yrs. 180,190 Cochrane Drive Annapolis, MD 3,312,052 1989 40 yrs. 9101,9111,9115 Guilford Road Columbia, MD 1,008,825 1984 40 yrs. 9125,9135,9145 Guilford Road Columbia, MD 1,673,490 1983 40 yrs. 10 South Third Street Richmond, VA 15,059 1930 40 yrs. 1751 Bluehills Drive Roanoke, VA 798,386 1991 40 yrs. 4300 Carolina Avenue Richmond, VA 1,439,109 1985 40 yrs. 301 Hill Carter Parkway Richmond, VA 463,313 1989 40 yrs. 4001 Carolina Avenue Richmond, VA 33,866 1935 40 yrs. 5600-5626 Eastport Boulevard Richmond, VA 372,272 1989 40 yrs. 5650-5674 Eastport Boulevard Richmond, VA 432,009 1990 40 yrs. 5700 Eastport Boulevard Richmond, VA 265,517 1990 40 yrs. 11020 Hull Street Road Richmond, VA 61,054 1987 40 yrs. 3432 Holland Road Virginia Beach, VA 75,736 1989 40 yrs. 4880 Cox Road Richmond, VA 218,920 1995 40 yrs. 5162 Valleypointe Parkway Roanoke, VA 247,981 1993 40 yrs. 4101- 4127 Carolina Avenue Richmond, VA 219,107 1973 40 yrs. 4201-4261 Carolina Avenue Richmond, VA 495,582 1975 40 yrs. 4263-4299 Carolina Avenue Richmond, VA 261,077 1976 40 yrs. 4301-4335 Carolina Avenue Richmond, VA 161,914 1978 40 yrs. 4337-4379 Carolina Avenue Richmond, VA 243,384 1979 40 yrs. 4501-4549 Carolina Avenue Richmond, VA 343,968 1981 40 yrs. 4551-4593 Carolina Avenue Richmond, VA 355,541 1982 40 yrs. 4601-4643 Carolina Avenue Richmond, VA 528,072 1985 40 yrs. 4645-4683 Carolina Avenue Richmond, VA 818,691 1985 40 yrs. 4447-4491 Carolina Avenue Richmond, VA 276,058 1987 40 yrs. 4401-4445 Carolina Avenue Richmond, VA 432,781 1988 40 yrs. 12 S. Third Street Richmond, VA 17,903 1900 40 yrs. 9601 Cosner Drive Fredericksburg, VA 364,233 1995 40 yrs. 315 Cardiff Valley Road Knoxville, TN 289,579 1994 40 yrs. 2300 East Parham Road Richmond, VA 96,866 1988 40 yrs. 1347 Diamond Springs Road Virginia Beach, VA 311,762 1980 40 yrs. 5221 Valleypark Drive - Bldg A Roanoke, VA 180,344 1988 40 yrs. 5228 Valleypointe Parkway - Bldg B Roanoke, VA 103,115 1988 40 yrs. 5238 Valleypark Drive - Bldg C Roanoke, VA 202,173 1989 40 yrs. 5601-5659 Eastport Boulevard Richmond, VA 470,350 1996 40 yrs. 5900 Eastport Boulevard Richmond, VA 209,603 1997 40 yrs. 4717-4729 Eubank Road Richmond, VA 272,230 1978 40 yrs. 5251 Concourse Drive Roanoke, VA 145,421 1997 40 yrs. 4263F Carolina Avenue Richmond, VA 104,855 1975 40 yrs. 4200 Oakleys Court Richmond, VA 140,668 1990 40 yrs. 1821 Battery Dantzler Road Richmond, VA 171,294 1990 40 yrs. 5000 Cox Road Glen Allen, VA 209,624 1990 40 yrs. 510 Eastpark Court Richmond, VA 122,294 1989 40 yrs. 520 Eastpark Court Richmond, VA 233,889 1989 40 yrs. 13001 Kingston Avenue Chester, VA 49,506 1997 40 yrs. 5701-5799 Eastport Boulevard Richmond, VA 129,614 1996 40 yrs. 4801 Cox Road Richmond, VA 109,422 1997 40 yrs. 600 Liberty Way Richmond, VA 195,185 1997 40 yrs. 500 Liberty Way Richmond, VA 123,804 1997 40 yrs. 4198 Cox Road Glen Allen, VA 135,709 1984 40 yrs. 5310 Valley Park Drive Roanoke, VA 78,104 1997 40 yrs. 4510 Cox Road Glen Allen, VA 251,142 1990 40 yrs. 2809 South Lynnhaven Road Virginia Beach, VA 162,483 1987 40 yrs. 200 Golden Oak Court Virginia Beach, VA 172,603 1988 40 yrs. 208 Golden Oak Court Virginia Beach, VA 171,308 1989 40 yrs. 1 Enterprise Parkway Hampton, VA 142,622 1987 40 yrs. 22 Enterprise Parkway Hampton, VA 173,121 1990 40 yrs. 484 Viking Drive Virginia Beach, VA 88,554 1998 40 yrs. 10430 Lakeridge Parkway Richmond, VA 87,185 1998 40 yrs. 10456 Lakeridge Parkway Richmond, VA 85,107 1998 40 yrs. 3829-3855 Gaskins Road Richmond, VA 68,058 1998 40 yrs. 629 Phoenix Drive Virginia Beach, VA 39,661 1998 40 yrs. 11838 Rock Landing Drive Newport News, VA 40,403 1998 40 yrs. 11844 Rock Landing Drive Newport News, VA 26,334 1998 40 yrs. 11846 Rock Landing Drive Newport News, VA 26,865 1998 40 yrs. 5700 Cleveland Street Virginia Beach, VA 121,519 1998 40 yrs. 4523 Green Point Drive High Point, NC 458,307 1988 40 yrs. 4501 Green Point Drive High Point, NC 456,402 1989 40 yrs. 4500 Green Point Drive High Point, NC 471,659 1989 40 yrs. 2427 Penny Road High Point, NC 1,225,430 1990 40 yrs. 4524 Green Point Drive High Point, NC 458,617 1989 40 yrs. 4328, 4336 Federal Drive High Point, NC 1,016,982 1995 40 yrs. 200 Centreport Drive Greensboro, NC 418,046 1986 40 yrs. 4344 Federal Drive High Point, NC 199,963 1996 40 yrs. 202 Centreport Drive Greensboro, NC 443,629 1990 40 yrs. 101 Centreport Drive Greensboro, NC 153,222 1996 40 yrs. 4000 Piedmont Parkway High Point, NC 387,313 1997 40 yrs. 4380 Federal Drive High Point, NC 149,935 1997 40 yrs. 4388 Federal Drive High Point, NC 72,247 1997 40 yrs. 6532 Judge Adams Road Rock Creek, NC 126,542 1997 40 yrs. 3860 Faber Place N. Charleston, SC 89,246 1995 40 yrs. 4055 Faber Place N. Charleston, SC 208,987 1989 40 yrs. 3820 Faber Place N. Charleston, SC 147,332 1993 40 yrs. 3875 Faber Place N. Charleston, SC 151,811 1997 40 yrs. 440 Knox Abbott Drive Cayce, SC 172,824 1989 40 yrs. 150 Ridgeview Center Drive Duncan, SC 337,530 1984 40 yrs. 1320 Garlington Road Greenville, SC 83,698 1986 40 yrs. 420 Park Avenue Greenville, SC 180,690 1986 40 yrs. 1 Alliance Drive Goose Creek, SC 24,076 1997 40 yrs. 111 Southchase Boulevard Fountain Inn, SC 204,524 1989 40 yrs. - -116- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 300 International Boulevard Fountain Inn, SC 26,597 1995 40 yrs. 4160 Mendenhall Oaks Parkway High Point, NC 44,077 1997 40 yrs. 1208 Eastchester Drive High Point, NC 199,866 1988 40 yrs. 7720 Mendenhall Oaks Parkway High Point, NC 172,218 1997 40 yrs. One Independence Pointe Greenville, SC 171,074 1982 40 yrs. 55 Beattie Place Greenville, SC 643,645 1986 40 yrs. 75 Beattie Place Greenville, SC 480,694 1987 40 yrs. 7736 McCloud Road Greensboro, NC 149,963 1998 40 yrs. 15 Brendan Way Greenville, SC 56,300 1998 40 yrs. 200 Meeting Street Charleston, SC 625,087 1998 40 yrs. 7500 West 110th Street Overland Park, KS 158,794 1998 40 yrs. 8035 Quivira Road Lenexa, KS 78,518 1998 40 yrs. 4300 Federal Drive High Point, NC 11,292 1998 40 yrs. 1730 Stebbins Drive Houston, TX 241,809 1973 40 yrs. 5911-5925 Richard Street Jacksonville, FL 230,680 1977 40 yrs. 8383-8385 Baycenter Road Jacksonville, FL 255,735 1973 40 yrs. 8775 Baypine Road Jacksonville, FL 619,310 1989 40 yrs. 8539 Western Way Jacksonville, FL 837,304 1987 40 yrs. 6255 Lake Gray Boulevard Jacksonville, FL 872,423 1987 40 yrs. 6600-6660 Suemac Place Jacksonville, FL 838,207 1987 40 yrs. 6800-6850 Suemac Place Jacksonville, FL 476,617 1973 40 yrs. 8665,8667,8669 Baypine Road Jacksonville, FL 1,045,560 1987 40 yrs. 8540 Baycenter Road Jacksonville, FL 470,653 1984 40 yrs. 1200 Riverplace Boulevard Jacksonville, FL 5,506,045 1985 40 yrs. 8400 Baymeadows Way Jacksonville, FL 604,642 1987 40 yrs. 8614 Baymeadows Way Jacksonville, FL 343,109 1986 40 yrs. 5941-5975 Richard Street Jacksonville, FL 541,616 1978 40 yrs. 7970 Bayberry Road Jacksonville, FL 461,626 1978 40 yrs. 6000-6030 Bowdendale Avenue Jacksonville, FL 675,973 1979 40 yrs. 7898 Baymeadows Way Jacksonville, FL 767,045 1978 40 yrs. 5977-6607 Richard Street Jacksonville, FL 827,643 1980 40 yrs. 7910 & 7948 Baymeadows Way Jacksonville, FL 994,555 1981 40 yrs. 7954 & 7960 Baymeadows Way Jacksonville, FL 1,025,493 1982 40 yrs. 8787 Baypine Road Jacksonville, FL 13,846,990 1990 40 yrs. 7077 Bonneval Road Jacksonville, FL 1,123,290 1988 40 yrs. 4190 Belfort Road Jacksonville, FL 1,234,606 1986 40 yrs. 8011, 8021, 8031 Phillips Highway Jacksonville, FL 470,497 1987 40 yrs. 7020 AC Skinner Parkway Jacksonville, FL 212,821 1996 40 yrs. 7040 AC Skinner Parkway Jacksonville, FL 393,078 1996 40 yrs. 11777 Central Highway Jacksonville, FL 380,748 1985 40 yrs. 4345 Southpoint Parkway Jacksonville, FL 200,886 1996 40 yrs. 7016 AC Skinner Parkway Jacksonville, FL 208,107 1996 40 yrs. 7018 AC Skinner Parkway Jacksonville, FL 281,234 1997 40 yrs. 6620 Southpoint Drive Jacksonville, FL 233,653 1984 40 yrs. 7980 Bayberry Road Jacksonville, FL 48,050 1978 40 yrs. 9600 Satellite Boulevard Orlando, FL 49,318 1989 40 yrs. 9700 Satellite Boulevard Orlando, FL 43,599 1989 40 yrs. 1902 Cypress Lake Drive Orlando, FL 112,532 1989 40 yrs. 8250 & 8256 Exchange Place Orlando, FL 79,556 1985 40 yrs. 6600 Southpoint Parkway Jacksonville, FL 127,580 1986 40 yrs. 6700 Southpoint Parkway Jacksonville, FL 101,292 1987 40 yrs. 4801 Executive Park Court - 100 Jacksonville, FL 98,251 1990 40 yrs. 4801 Executive Park Court - 200 Jacksonville, FL 49,391 1990 40 yrs. 4810 Executive Park Court Jacksonville, FL 60,325 1990 40 yrs. 6602 Executive Park Court - 100 Jacksonville, FL 53,870 1993 40 yrs. 6602 Executive Park Court - 200 Jacksonville, FL 39,511 1993 40 yrs. 6631 Executive Park Court - 100 Jacksonville, FL 33,584 1994 40 yrs. 6631 Executive Park Court - 200 Jacksonville, FL 55,325 1994 40 yrs. 4815 Executive Park Court - 100 Jacksonville, FL 48,894 1995 40 yrs. 4815 Executive Park Court - 200 Jacksonville, FL 61,800 1995 40 yrs. 4825 Executive Park Court Jacksonville, FL 80,256 1996 40 yrs. 4820 Executive Park Court Jacksonville, FL 74,174 1997 40 yrs. 10511 & 10611 Satellite Boulevard Orlando, FL 67,784 1985 40 yrs. 1400-1440 Central Florida Parkway Orlando, FL 64,986 1962 40 yrs. 6601 Executive Park Circle North Jacksonville, FL 78,025 1998 40 yrs. 1300 Riverplace Boulevard Jacksonville, FL 165,243 1998 40 yrs. 4901 Belfort Land Jacksonville, FL 68,475 1998 40 yrs. 16445 Air Center Boulevard Houston, TX 38,383 1998 40 yrs. 16405 Air Center Boulevard Houston, TX 46,371 1998 40 yrs. 2216 Directors Row Orlando, FL 37,515 1998 40 yrs. 7460 Chancellor Drive Orlando, FL 20,847 1998 40 yrs. 1901 Summit Tower Boulevard Maitland, FL 183,500 1998 40 yrs. 3701-3727 Vineland Road Orlando, FL 30,854 1998 40 yrs. 4001,4051,4101 Fowler Avenue Tampa, FL 1,150,267 1988 40 yrs. 5501-5502 Pioneer Park Boulevard Tampa, FL 192,999 1981 40 yrs. 5690-5694 Crenshaw Street Tampa, FL 187,513 1979 40 yrs. 3102,3104,3110 Cherry Palm Drive Tampa, FL 257,549 1986 40 yrs. 8401-8408 Benjamin Road Tampa, FL 372,321 1986 40 yrs. 3501 Riga Boulevard Tampa, FL 184,628 1983 40 yrs. 111 Kelsey Lane Tampa, FL 105,277 1990 40 yrs. 7930, 8010-20 Woodland Center Tampa, FL 224,458 1990 40 yrs. 7920 Woodland Center Boulevard Tampa, FL 141,285 1997 40 yrs. 8154-8198 Woodland Center Boulevard Tampa, FL 122,088 1988 40 yrs. 8112-42 Woodland Center Boulevard Tampa, FL 135,308 1995 40 yrs. 8212 Woodland Center Boulevard Tampa, FL 96,449 1996 40 yrs. 131 Kelsey Lane Tampa, FL 58,108 1998 40 yrs. 7724 Woodland Center Boulevard Tampa, FL 47,183 1997 40 yrs. 8921 Brittany Way Tampa, FL 21,500 1997 40 yrs. 5250 Eagle Trail Drive Tampa, FL 22,890 1998 40 yrs. 1701 Clint Moore Boulevard Boca Raton, FL 115,673 1985 40 yrs. 4555 Riverside Drive Beach Gardens, FL 194,123 1988 40 yrs. - -117- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 2500 Metrocentre Boulevard West Palm Beach, FL 51,770 1988 40 yrs. 2540 Metrocentre Boulevard West Palm Beach, FL 35,718 1988 40 yrs. 2541 Metrocentre Boulevard West Palm Beach, FL 31,489 1988 40 yrs. 2580 Metrocentre Boulevard West Palm Beach, FL 55,625 1988 40 yrs. 2581 Metrocentre Boulevard West Palm Beach, FL 41,049 1988 40 yrs. 1101 Northpoint Parkway West Palm Beach, FL 37,144 1998 40 yrs. 3223 Commerce Place West Palm Beach, FL 37,935 1998 40 yrs. 801 Northpoint Parkway West Palm Beach, FL 65,072 1998 40 yrs. 5410 - 5430 Northwest 33rd Avenue Ft. Lauderdale, FL 114,952 1985 40 yrs. 6500 NW 12th Avenue Ft. Lauderdale, FL 66,204 1998 40 yrs. 6600 NW 12th Avenue Ft. Lauderdale, FL 67,173 1998 40 yrs. 1500 SW 5th Court Pompano Beach, FL 89,267 1998 40 yrs. 1651 SW 5th Court Pompano Beach, FL 18,704 1998 40 yrs. 1601 SW 5th Court Pompano Beach, FL 19,137 1998 40 yrs. 1501 SW 5th Court Pompano Beach, FL 18,687 1998 40 yrs. 1400 SW 6th Court Pompano Beach, FL 106,196 1998 40 yrs. 1405 SW 6th Court Pompano Beach, FL 35,975 1998 40 yrs. 595 SW 13th Terrace Pompano Beach, FL 32,966 1998 40 yrs. 601 SW 13th Terrace Pompano Beach, FL 15,159 1998 40 yrs. 605 SW 16th Terrace Pompano Beach, FL 30,930 1998 40 yrs. 2440-2478 Metrocentre Bouulevard West Palm Beach, FL 53,485 1998 40 yrs. 951 Broken Sound Parkway Boca Raton, FL 154,481 1998 40 yrs. 3400 Lakeside Drive Miramar, FL 289,411 1998 40 yrs. 3450 Lakeside Drive Miramar, FL 285,712 1998 40 yrs. 13650 NW 8th Street Sunrise, FL 40,900 1998 40 yrs. 13630 NW 8th Street Sunrise, FL 54,375 1998 40 yrs. 777 Yamato Road Boca Raton, FL 200,773 1998 40 yrs. 1801 Clint Moore Boulevard. Boca Raton, FL 56,315 1998 40 yrs. 6601-6625 W. 78th Street Bloomington, MN 163,732 1997 40 yrs. 2905 Northwest Boulevard Plymouth, MN 225,672 1983 40 yrs. 2800 Campus Drive Plymouth, MN 162,318 1985 40 yrs. 2955 Xenium Lane Plymouth, MN 69,102 1985 40 yrs. 9401-9443 Science Center Drive New Hope, MN 177,557 1989 40 yrs. 6321-6325 Bury Drive Eden Prairie, MN 182,981 1988 40 yrs. 7115-7173 Shady Oak Road Eden Prairie, MN 188,693 1984 40 yrs. 7660-7716 Golden Triangle Drive Eden Prairie, MN 275,256 1988 40 yrs. 7400 Flying Cloud Drive Eden Prairie, MN 77,867 1987 40 yrs. 330 Second Avenue Minneapolis, MN 838,293 1980 40 yrs. 10301-10305 West 70th Street Eden Prairie, MN 49,733 1984 40 yrs. 10321 West 70th Street Eden Prairie, MN 58,367 1984 40 yrs. 10333 West 70th Street Eden Prairie, MN 44,611 1984 40 yrs. 10349-10357 West 70th Street Eden Prairie, MN 118,271 1985 40 yrs. 10365-10375 West 70th Street Eden Prairie, MN 115,676 1985 40 yrs. 10393-10394 West 70th Street Eden Prairie, MN 114,884 1985 40 yrs. 7078 Shady Oak Road Eden Prairie, MN 135,908 1985 40 yrs. 5600 & 5610 Rowland Road Minnetonka, MN 282,072 1988 40 yrs. 2920 Northwest Boulevard Plymouth, MN 125,225 1997 40 yrs. 5400-5500 Feltl Road Minnetonka, MN 171,811 1998 40 yrs. 10300 Bren Road Minnetonka, MN 84,656 1998 40 yrs. 14630-14650 28th Avenue North Plymouth, MN 37,803 1998 40 yrs. 7695-7699 Anagram Drive Eden Prairie, MN 54,388 1998 40 yrs. 7550 Meridian Circle Maple Grove, MN 42,459 1998 40 yrs. 2800 Northwest Boulevard Plymouth, MN 159,738 1998 40 yrs. 3255 Neil Armstrong Boulevard Eagan, MN 1,557 1998 40 yrs. 4801 West 81st Street Bloomington, MN 31,450 1998 40 yrs. 8100 Cedar Avenue Bloomington, MN 45,970 1998 40 yrs. 9600 54th Avenue Plymouth, MN 45,148 1998 40 yrs. 7800 Equitable Drive Eden Prairie, MN 23,627 1998 40 yrs. 7905 Fuller Road Eden Prairie, MN 12,773 1998 40 yrs. 26911-26957 Northwestern Highway Southfield, MI 2,866,873 1985 40 yrs. 1650 Research Drive Troy, MI 271,625 1985 40 yrs. 1775 Research Drive Troy, MI 106,453 1985 40 yrs. 1875 Research Drive Troy, MI 105,953 1986 40 yrs. 1850 Research Drive Troy, MI 282,592 1986 40 yrs. 1965 Research Drive Troy, MI 136,185 1987 40 yrs. 1960 Research Drive Troy, MI 136,748 1987 40 yrs. 27260 Haggerty Road Farmington Hills, MI 155,683 1983 40 yrs. 27200 Haggerty Road Farmington Hills, MI 130,504 1983 40 yrs. 27280 Haggerty Road Farmington Hills, MI 145,610 1983 40 yrs. 27220 Haggerty Road Farmington Hills, MI 68,292 1985 40 yrs. 27240 Haggerty Road Farmington Hills, MI 57,709 1985 40 yrs. 27300 Haggerty Road Farmington Hills, MI 131,148 1985 40 yrs. 1101 Allen Drive Troy, MI 28,195 1974 40 yrs. 1151 Allen Drive Troy, MI 46,958 1974 40 yrs. 1300 Rankin Street Troy, MI 38,501 1979 40 yrs. 1350 Rankin Street Troy, MI 32,129 1979 40 yrs. 1376-1400 Rankin Street Troy, MI 39,331 1979 40 yrs. 1352-1374 Rankin Street Troy, MI 43,988 1979 40 yrs. 1324-1346 Rankin Street Troy, MI 38,288 1979 40 yrs. 1301-1307 Rankin Street Troy, MI 31,995 1978 40 yrs. 1409 Allen Drive Troy, MI 41,375 1978 40 yrs. 1304 E. Maple Road Troy, MI 62,835 1971 40 yrs. 1334 Maplelawn Road Troy, MI 35,313 1983 40 yrs. 1290 Maplelawn Road Troy, MI 24,950 1984 40 yrs. 1070 Maplelawn Road Troy, MI 20,029 1982 40 yrs. 950 Maplelawn Road Troy, MI 71,668 1982 40 yrs. 894 Maplelawn Road Troy, MI 51,663 1986 40 yrs. 1179 Maplelawn Road Troy, MI 25,652 1984 40 yrs. 1940 Norwood Drive Troy, MI 24,776 1983 40 yrs. 1311-1331 Maplelawn Road Troy, MI 35,679 1986 40 yrs. 2354 Bellingham Street Troy, MI 25,018 1990 40 yrs. - -118- LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ OPERATING PROPERTIES - CONTINUED 2360 Bellingham Street Troy, MI 24,979 1985 40 yrs. 1911 Ring Drive Troy, MI 24,688 1986 40 yrs. 26442-26450 Haggerty Road Farmington Hills, MI 67,655 1988 40 yrs. 26500 Haggerty Road Farmington Hills, MI 88,481 1986 40 yrs. 26650 Haggerty Road Farmington Hills, MI 49,382 1988 40 yrs. 26700 Haggerty Road Farmington Hills, MI 72,101 1986 40 yrs. 26750 Haggerty Road Farmington Hills, MI 83,376 1988 40 yrs. 26800 Haggerty Road Farmington Hills, MI 50,032 1986 40 yrs. 26842-26850 Haggerty Road Farmington Hills, MI 68,190 1988 40 yrs. 50 West Big Bear Road Troy, MI 490,985 1998 40 yrs. 100 West Big Bear Road Troy, MI 477,423 1998 40 yrs. 245 Executive Drive Brookfield, WI 108,756 1998 40 yrs. 8301 West Parkland Court Milwaukee, WI 67,759 1998 40 yrs. 4701 West Schroeder Drive Brown Deer, WI 59,838 1998 40 yrs. 4555 West Schroeder Drive Brown Deer, WI 103,497 1998 40 yrs. 32991 Hamilton Court Farmington Hills, MI 76,669 1998 40 yrs. 7800 N. 113th Street Milwaukee, WI 85,670 1998 40 yrs. 2475-2479 Elliot Avenue Troy, MI 5,379 1998 40 yrs. 32661 Edward Avenue Madison Heights, MI 24,275 1998 40 yrs. 32701 Edward Avenue Madison Heights, MI 14,215 1998 40 yrs. 32751 Edward Avenue Madison Heights, MI 10,381 1998 40 yrs. 32853 Edward Avenue Madison Heights, MI 9,054 1998 40 yrs. 555 East Mandoline Avenue Madison Heights, MI 8,432 1998 40 yrs. 599 East Mandoline Avenue Madison Heights, MI 6,776 1998 40 yrs. 749 East Mandoline Avenue Madison Heights, MI 7,375 1998 40 yrs. 750 East Mandoline Avenue Madison Heights, MI 7,720 1998 40 yrs. 900 East Mandoline Avenue Madison Heights, MI 8,040 1998 40 yrs. 949 East Mandoline Avenue Madison Heights, MI 8,107 1998 40 yrs. 32390-32400 Howard Avenue Madison Heights, MI 6,205 1998 40 yrs. 32090 John R. Road Madison Heights, MI 4,185 1998 40 yrs. 31601 Research Park Drive Madison Heights, MI 19,580 1998 40 yrs. 31651 Research Park Drive Madison Heights, MI 11,474 1998 40 yrs. 31700 Research Park Drive Madison Heights, MI 19,012 1998 40 yrs. 31701 Research Park Drive Madison Heights, MI 11,214 1998 40 yrs. 31751 Research Park Drive Madison Heights, MI 13,547 1998 40 yrs. 31800 Research Park Drive Madison Heights, MI 16,681 1998 40 yrs. 800 Tech Row Madison Heights, MI 31,112 1998 40 yrs. 900 Tech Row Madison Heights, MI 9,205 1998 40 yrs. 1000 Tech Row Madison Heights, MI 27,374 1998 40 yrs. 31771 Sherman Avenue Madison Heights, MI 6,719 1998 40 yrs. 31791 Sherman Avenue Madison Heights, MI 6,769 1998 40 yrs. 31811 Sherman Avenue Madison Heights, MI 12,280 1998 40 yrs. 31831 Sherman Avenue Madison Heights, MI 9,375 1998 40 yrs. 31900 Sherman Avenue Madison Heights, MI 18,796 1998 40 yrs. 800 East Whitcomb Avenue Madison Heights, MI 13,486 1998 40 yrs. 950 East Whitcomb Avenue Madison Heights, MI 22,522 1998 40 yrs. 1000 East Whitcomb Avenue Madison Heights, MI 10,815 1998 40 yrs. 1100 East Whitcomb Avenue Madison Heights, MI 8,666 1998 40 yrs. 1201 East Whitcomb Avenue Madison Heights, MI 12,642 1998 40 yrs. 1210 East Whitcomb Avenue Madison Heights, MI 3,428 1998 40 yrs. 1260 Kempar Avenue Madison Heights, MI 4,046 1998 40 yrs. 1280 Kempar Avenue Madison Heights, MI 5,608 1998 40 yrs. 1001 East Lincoln Avenue Madison Heights, MI 21,363 1998 40 yrs. 1201 East Lincoln Avenue Madison Heights, MI 22,281 1998 40 yrs. 22515 Heslip Drive Madison Heights, MI 3,523 1998 40 yrs. 8400 Lakeview Parkway Pleasant Prairie, WI 2,800 1998 40 yrs. 8401 Lakeview Parkway Pleasant Prairie, WI 2,404 1998 40 yrs. 9801 80th Avenue Pleasant Prairie, WI 5,519 1998 40 yrs. 50 Gibson Drive West Malling, UK 635,610 1996 40 yrs. 25 Kings Hill Avenue West Malling, UK 826,438 1996 40 yrs. 2 Kings Hill Avenue West Malling, UK 521,574 1996 40 yrs. 50 Kings Hill Avenue West Malling, UK 969,612 1996 40 yrs. 10 Kings Hill Avenue West Malling, UK 100,337 1997 40 yrs. ------------ Subtotal Operating Properties $209,023,187 ============
- -119-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ DEVELOPMENT IN PROGRESS 45 Liberty Boulevard Malvern, PA $ - 1997 N/A 3 Franklin Plaza Philadelphia, PA - 1997 N/A 2500 Renaissance Boulevard King of Prussia, PA - 1997 N/A 2300 Renaissance Boulevard King of Prussia, PA - 1997 N/A 2100 Renaissance Boulevard King of Prussia, PA - 1998 N/A 4 Walnut Grove Horsham, PA - 1998 N/A PNC Bank - Phase II Construction Philadelphia, PA - 1998 N/A 600 Chesterfield Parkway Malvern, PA - 1998 N/A 700 Chesterfield Parkway Malvern, PA - 1998 N/A 2520 Renaissance Boulevard King of Prussia, PA - 1998 N/A 201 Berkeley Drive Bridgeport, NJ - 1997 N/A 300 Commodore Drive Bridgeport, NJ - 1997 N/A 1020 Briggs Road Land Mt. Laurel, NJ - 1997 N/A 800 Arlington Boulevard Logan, NJ - 1998 N/A 1525 Valley Center Parkway Allentown, PA - 1997 N/A Lehigh Valley West Land - Lot 4 Upper Macungie, PA - 1998 N/A 5500 Cox Road Richmond, VA - 1997 N/A 701 Liberty Way Richmond, VA - 1997 N/A 5305 Valley Park Drive Roanoke, VA - 1997 N/A 530 Eastpark Court Richmond, VA - 1997 N/A 801 Liberty Way Richmond, VA - 1998 N/A 6532 Judge Adams Road Whitsett, NC - 1997 N/A 4194 Mendenhall Oaks Parkway High Point, NC - 1997 N/A 4196 Mendenhall Oaks Parkway High Point, NC - 1997 N/A 4170 Mendenhall Oaks Parkway High Point, NC - 1997 N/A 4180 Mendenhall Oaks Parkway High Point, NC - 1997 N/A 3955 Faber Place Charleston, SC - 1998 N/A 7014 AC Skinner Parkway Jacksonville, FL - 1996 N/A 9550 Satellite Boulevard Orlando, FL - 1997 N/A Butler Plaza Jacksonville, FL - 1998 N/A 7802-50 Woodland Center Boulevard Tampa, FL - 1997 N/A 7852-98 Woodland Center Boulevard Tampa, FL - 1997 N/A 7725 Woodland Center Boulevard Tampa, FL - 1998 N/A 8001 Woodland Center Boulevard Tampa, FL - 1998 N/A 4630 Woodland Corporate Boulevard Tampa, FL - 1998 N/A Silo Bend 12 Tampa, FL - 1998 N/A Huntington Square Land Miramar, FL - 1998 N/A 10400 Southwest Crossing Eden Prairie, MN - 1997 N/A 9023 Columbine Road Eden Prairie, MN - 1998 N/A West Tech Park Land (Lot B) Farmington Hills, MI - 1997 N/A West Tech Park Land (Lot C) Farmington Hills, MI - 1997 N/A 30 Tower View West Malling, UK - 1997 N/A 35 Kings Hill Avenue West Malling, UK - 1997 N/A 39 Kings Hill Avenue West Malling, UK - 1997 N/A 18 Kings Hill Avenue West Malling, UK - 1997 N/A ------------ Subtotal Development in Progress $ - ============
- -120-
LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1998 Accumulated Depreciation Date of Depreciable Project City @ 12/31/98 Construction Life (years) - -------------------------------------- ------------------- ------------ ------------ ------------ LAND HELD FOR DEVELOPMENT Gwynedd North Bus Camp Land Lansdale, PA $ - 1989 N/A Three Country View Road Malvern, PA - 1995 N/A 550 Lapp Road Malvern, PA - 1995 N/A Cedar Hollow Road Land Malvern, PA - 1996 N/A Walnut Grove Land Horsham, PA - 1996 N/A 35 Liberty Boulevard Land Malvern, PA - 1997 N/A Great Valley Land Malvern, PA - 1997 N/A 10 Matthews Rd South Land Malvern, PA - 1997 N/A Renaissance Park Land King of Prussia, PA - 1998 N/A Swedes Run Business Park Land Delran, NJ - 1992 N/A Marlton Crossing Land Marlton, NJ - 1994 N/A Commodore Business Park Logan Twp., NJ - 1995 N/A Boulden Land New Castle, DE - 1995 N/A Marlton Executive Park Land Marlton, NJ - 1994 N/A 1015 Briggs Road Land Mt. Laurel, NJ - 1997 N/A Lehigh Valley Corporate Center Land Bethlehem, PA - 1987 N/A Lehigh Valley West Lots 13,14,15 Allentown, PA - 1995 N/A LVCC Phase 2 Land Bethlehem, PA - 1998 N/A LV West Land - Lot 5A Upper Macungie, PA - 1998 N/A Park at Valleypointe Land Roanoke, VA - 1995 N/A Fairgrounds Distribution Center Land Richmond, VA - 1995 N/A Rivers' Bend Land Richmond, VA - 1995 N/A Oakleys Center Land Richmond, VA - 1996 N/A Woodlands Center Land Richmond, VA - 1996 N/A 501 Liberty Way Richmond, VA - 1996 N/A 601 HP Way (HP3) Richmond, VA - 1997 N/A 6000-98 Eastport Boulevard Richmond, VA - 1997 N/A Eastport VIII Richmond, VA - 1997 N/A Eastport IX Richmond, VA - 1997 N/A Brill 2 Land Richmond, VA - 1998 N/A Westmoreland Land Virginia Beach, VA - 1998 N/A Westmoreland III Land Virginia Beach, VA - 1998 N/A Mendenhall Land High Point, NC - 1995 N/A Independence Pointe Land Greenville, SC - 1997 N/A Executive Park at Faber Place Land Charleston, SC - 1998 N/A Northpoint Industrial Park Land Columbia, SC - 1998 N/A Overlook Business Center Land Columbia, SC - 1998 N/A Ridgeview Center Land Greenville, SC - 1998 N/A Southchase Business Park Land Greenville, SC - 1998 N/A Woodfield Land Greenville, SC - 1998 N/A Southpoint Business Park Land Jacksonville, FL - 1994 N/A Liberty Business Park Land Jacksonville, FL - 1995 N/A 7024 AC Skinner Parkway Jacksonville, FL - 1995 N/A Silo Bend Land (LPDC) Tampa, FL - 1996 N/A Exchange Place Land Orlando, FL - 1997 N/A Belfort Road Jacksonville, FL - 1998 N/A Butler Plaza Land Jacksonville, FL - 1998 N/A Central Green Land Houston, TX - 1998 N/A Salisbury Road Land Jacksonville, FL - 1998 N/A Airport West Tampa, FL - 1995 N/A Woodland Corporate Center Land Tampa, FL - 1998 N/A Pompano Business Park Land - Parcel 2 Boca Raton, FL - 1998 N/A Pompano Business Park Land - Parcel 3 Boca Raton, FL - 1998 N/A Boca Colannade Land - Yamato Road Boca Raton, FL - 1998 N/A Klodt Land Eden Prairie, MN - 1998 N/A Flying Cloud Land Eden Prairie, MN - 1998 N/A Romulus Land Romulus, MI - 1998 N/A 4 ABW West Malling, UK - 1998 N/A ------------ Subtotal Land Held for Development $ - ============ TOTAL ALL PROPERTIES $209,023,187 ============
- -121- SCHEDULE III LIBERTY PROPERTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION (In thousands) A summary of activity for real estate and accumulated depreciation is as follows: FOR THE YEARS ENDED DECEMBER 31, -------------------------------- 1998 1997 1996 ---------- ---------- ---------- REAL ESTATE: Balance at beginning of year $2,106,028 $1,180,385 $ 920,472 Additions 944,794 968,567 269,496 Disposition of property (22,680) (42,924) (9,583) ---------- ---------- ---------- Balance at end of year $3,028,142 $2,106,028 $1,180,385 ========== ========== ========== ACCUMULATED DEPRECIATION: Balance at beginning of year $ 149,311 $ 119,151 $ 94,183 Depreciation expense 61,679 35,981 24,968 Disposition of property (1,967) (5,821) - ---------- ---------- ---------- Balance at end of year $ 209,023 $ 149,311 $ 119,151 ========== ========== ========== - -122- PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS - ------------------------------------------------------------- ITEM 11. EXECUTIVE COMPENSATION - --------------------------------- ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND - -------------------------------------------------------------- MANAGEMENT - ---------- ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - --------------------------------------------------------- Except as set forth under the caption "Executive Officers" in Part I, the information required by Part III, Items 10, 11, 12 and 13 of Form 10-K, is hereby incorporated by reference to the Trust's definitive proxy statement for its Annual Meeting of Shareholders (other than the information called for by Item 402(i), (k) and (l) of Regulation S-K, which is not incorporated herein by reference) presently scheduled for May 19, 1999, which proxy statement will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended not later than April 30, 1999, in accordance with General Instruction G(3) to Form 10- K. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - ------------------------------------------------------------------ The following consolidated Financial Statements of Liberty Property Trust and Liberty Property Limited Partnership are included in Item 8. (A) 1. REPORTS OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS AND CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Auditors - Liberty Property Trust - ------------------------------------------------------- Financial Statements - Liberty Property Trust - --------------------------------------------- Balance Sheets: Liberty Property Trust Consolidated as of December 31, 1998 and 1997 Statements of Operations: Liberty Property Trust Consolidated for the years ended December 31, 1998, 1997 and 1996 Statements of Shareholders' Equity: Liberty Property Trust Consolidated for the years ended December 31, 1998, 1997 and 1996 Statements of Cash Flows: Liberty Property Trust Consolidated for the years ended December 31, 1998, 1997 and 1996 Notes to Financial Statements - Liberty Property Trust Report of Independent Auditors - Liberty Property Limited Partnership - --------------------------------------------------------------------- - -123- Financial Statements - Liberty Property Limited Partnership - ----------------------------------------------------------- Balance Sheets: Liberty Property Limited Partnership Consolidated as of December 31, 1998 and 1997 Statements of Operations: Liberty Property Limited Partnership Consolidated for the years ended December 31, 1998, 1997 and 1996 Statements of Owners' Equity: Liberty Property Limited Partnership Consolidated for the years ended December 31, 1998, 1997 and 1996 Statements of Cash Flows: Liberty Property Limited Partnership Consolidated for the years ended December 31, 1998, 1997 and 1996 Notes to Financial Statements - Liberty Property Limited Partnership 2. FINANCIAL STATEMENT SCHEDULES: Schedule III -- Real Estate and Accumulated Depreciation as of December 31, 1998 for Liberty Property Trust All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto. Schedule III -- Real Estate and Accumulated Depreciation as of December 31, 1998 for Liberty Property Limited Partnership All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto. 3. EXHIBITS The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed. EXHIBIT NO. DESCRIPTION - ------------- -------------------------------------------------- 3.1.1 Amended and Restated Declaration of Trust of the Trust (Incorporated by reference to Exhibit 3.1.1 filed with the Registrants' Current Report on Form 8-K filed with the Commission on June 25, 1997 (the "June 25, 1997 Form 8-K")). 3.1.2 Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust Establishing and Fixing the Rights and Preferences of a Series of Preferred Shares of Beneficial Interest (Incorporated by reference to Exhibit 1 filed with the Trust's Registration Statement on Form 8- A filed with the Commission on August 8, 1997) (the "August 1997 Form 8-A"). - -124- EXHIBIT NO. DESCRIPTION - ------------- -------------------------------------------------- 3.1.3 Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust Relating to Designation, Preferences, and Rights of Series A Junior Participating Preferred Shares of the Trust. (Incorporated by reference to Exhibit 3.1.3 filed with the Registrants' Annual Report on Form 10-K for the fiscal year ended December 3l, 1997. 3.1.4 Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership, dated as of October 22, 1997 (Incorporated by reference to Exhibit 3.1.1 filed with the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 (the "Third Quarter 1997 Form 10-Q")). 3.1.5 Amended and Restated Exhibit A to the Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership. 3.2 Amended and Restated By-laws of the Trust (Incorporated by reference to Exhibit 3.2 filed with the Trust's Registration Statement on Form S- 11, filed with the Commission on March 30, 1994 (the "Form S-11")). 4.1 Rights Agreement, dated as of December 17, 1997, by and between the Trust and the Rights Agent (Incorporated by reference to Exhibit 1 filed with the Trust's Registration Statement on Form 8-A filed with the Commission on December 23, 1997). 4.2 Indenture between the Operating Partnership and Bank of Boston, as Trustee, including Guaranty Provisions and Form of Debenture (Incorporated by reference to Exhibit 4.1 filed with the Form S- 11). 4.3 Indenture (the "First Indenture"), dated as of August 14, 1997, between the Operating Partnership, as Obligor, and The First National Bank of Chicago ("First Chicago"), as Trustee (Incorporated by reference to Exhibit 10.1 filed with the Third Quarter 1997 Form 10-Q). 4.4 First Supplemental Indenture, dated as of August 14, 1997, between the Operating Partnership, as Issuer, and First Chicago, as Trustee, supplementing the First Indenture and relating to $100,000,000 principal amount of the 7.10% Senior Notes due 2004 and $100,000,000 principal amount of the 7.25% Senior Notes due 2007 of the Operating Partnership (Incorporated by reference to Exhibit 10.2 filed with the Third Quarter 1997 Form 10-Q). - -125- EXHIBIT NO. DESCRIPTION - ------------- -------------------------------------------------- 4.5 Senior Indenture (the "Second Indenture"), dated as of October 24, 1997, between the Operating Partnership, as Obligor, and First Chicago, as Trustee (Incorporated by reference to Exhibit 10.3 filed with the Third Quarter 1997 Form 10-Q). 4.6 First Supplemental Indenture, dated as of October 24, 1997, between the Operating Partnership, as Issuer, and First Chicago, as Trustee, supplementing the Second Indenture and relating to the Fixed Rate and Floating Rate Medium-Term Notes due Nine Months or More from Date of Issue of the Operating Partnership (Incorporated by reference to Exhibit 10.4 filed with the Third Quarter 1997 Form 10-Q). 4.7 Second Supplemental Indenture, dated as of January 12, 1998, between the Operating Partnership, as Issuer, and First Chicago, as Trustee, supplementing the Senior Indenture, dated as of October 24, 1997, between the Operating Partnership, as Obligor, and First Chicago, as Trustee, and relating to the Fixed Rate and Floating Rate Medium-Term Notes due Nine Months or more from Date of Issue of the Operating Partnership (Incorporated by reference to Exhibit 4.1 filed with the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 (the "First Quarter 1998 Form 10-Q)). 4.8 Note, Relating to the Issuance by the Operating Partnership, on January 22, 1998, of $75 Million Principal Amount of its 6.375% Medium-Term Notes due 2013, Putable/Callable 2003 (Incorporated by reference to Exhibit 4.2 filed with the First Quarter 1998 10-Q). 4.9 Note, Relating to the Issuance by the Operating Partnership, on January 23, 1998, of $100 Million Principal Amount of its 7.50% Medium-Term Notes due 2018 (Incorporated by reference to Exhibit 4.3 filed with the First Quarter 1998 10-Q). 4.10 Note, Relating to the Issuance by the Operating Partnership, on June 5, 1998, of $100 Million Principal Amount of its 6.60% Medium-Term Notes due 2002. (Incorporated by reference to Exhibit 4 filed with the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998 (the "Second Quarter 1998 Form 10-Q)). 4.11 Note, Relating to the Issuance by the Operating Partnership on November 24, 1998, of $20 Million Principal Amount of its 8.125% Medium-Term Notes due January 15, 2009. - -126- EXHIBIT NO. DESCRIPTION - ------------- -------------------------------------------------- 10.1 Liberty Property Trust Amended and Restated Share Incentive Plan (Incorporated by reference to Exhibit 10.1 filed with the June 25, 1997 Form 8- K). 10.2 Contribution Agreement (Incorporated by reference to Exhibit 10.5 filed with the Form S-11). 10.3 Amended and Restated Limited Partnership Agreements of Pre-existing Pennsylvania Partnerships (Incorporated by reference to Exhibit 10.6 filed with the Form S-11). 10.4 Agreement of Sale for the Acquisition Properties (Incorporated by reference to Exhibit 10.7 filed with the Form S-11). 10.5 Option Agreement and Right of First Offer (Incorporated by reference to Exhibit 10.8 filed with the Form S-11). 10.6 Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.9 filed with the Form S- 11). 10.7 Contribution Agreement among the Trust, the Operating Partnership and the Contributing Owners described therein, related to the Lingerfelt Properties (Incorporated by reference to Exhibit 10.1 filed with the Registrants' Current Report on Form 8-K filed with the Commission on March 3, 1995). 10.8 Amended and Restated Loan Agreement, dated as of June 16, 1997, by and among the Operating Partnership, the Trust, the Banks named therein and Bank Boston, N.A., as agent for itself and the other lending institutions (Incorporated by reference to Exhibit 10 filed with the August 1997 Form 8-A). 10.9 First Amendment to Amended and Restated Loan Agreement, dated as of March 10, 1998, by and among the Operating Partnership, the Trust, the Banks named therein and Bank Boston, N.A., as agent for itself and the other lending institutions. (Incorporated by reference to Exhibit 10 filed with the First Quarter 1998 10- Q). 10.10 Term Loan Agreement, dated as of January 15, 1999, among the Operating Partnership, the Trust, the Banks named therein and BankBoston, N.A., as agent for itself and the other lending institutions. - -127- EXHIBIT NO. DESCRIPTION - ------------- -------------------------------------------------- 10.11 Senior Management Change of Control Severance Plan. (Incorporated by reference to Exhibit 10 filed with the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998.) 21 Subsidiaries. 23.1 Consent of Ernst & Young LLP relating to financial statements of the Trust. 23.2 Consent of Ernst & Young LLP relating to financial statements of the Operating Partnership. 27 Financial Data Schedule (EDGAR version only). (B) REPORTS ON FORM 8-K REPORTS ON FORM 8-K ------------------- Report on Form 8-K dated January 15, 1998 reporting Items 5 and 7 and containing as Exhibits the Distribution Agreement dated January 12, 1998 between the Registrants and the Agents (as defined therein) and the Underwriting Agreement dated January 14, 1998 among the Registrants and the Underwriters (as defined therein). Report on Form 8-K dated January 16, 1998 reporting Items 5 and 7 and containing the Statement of Operating Revenues and Certain Operating Expenses for the Liberty Center Properties (as defined therein) and certain pro forma financial information. Report on Form 8-K dated February 13, 1998 reporting Items 5 and 7 and containing the Statement of Operating Revenues and Certain Operating Expenses for the Pompano/Cypress Park Properties (as defined therein) and certain pro forma financial information. Report on Form 8-K dated February 13, 1998 reporting Items 5 and 7 and containing Historical Summaries of Gross Income and Direct Operating Expenses for the First Industrial Properties (as defined therein) for the nine months ended September 30, 1997 (unaudited) and for the year ended December 31, 1996 and certain pro forma financial information. Report on Form 8-K dated February 20, 1998 reporting Items 5 and 7 and containing as Exhibits the Underwriting Agreement dated February 18, 1998 among the Registrants and the Underwriters (as defined therein). Report on Form 8-K dated March 5, 1998 reporting Items 5 and 7 and containing Historical Summaries of Gross Income and Direct Operating Expenses for the First Industrial Properties (as defined therein) for the year ended December 31, 1997 and certain pro forma financial information. Report on Form 8-K dated March 12, 1998 reporting Items 5 and 7 and containing the Statement of Operating Revenues and Certain Operating Expenses for the Acquisition Properties (as defined therein) and certain pro forma financial information. - -128- Report on Form 8-K dated April 16, 1998 reporting Items 5 and 7 and containing the Statement of Operating Revenues and Certain Operating Expenses for the Pureland Park (as defined therein) and certain pro forma financial information. Report on Form 8-K dated June 11, 1998 reporting Items 5 and 7 and containing the Statement of Operating Revenues and Certain Operating Expenses for 2800 Northwest Boulevard (as defined therein) and certain pro forma financial information. Report on Form 8-K dated June 24, 1998 reporting Items 5 and 7 and containing the Statement of Operating Revenues and Certain Operating Expenses for Boca Colonnade (as defined therein) and certain pro forma financial information. Report on Form 8-K dated July 13, 1998 reporting Items 5 and 7 and containing the Statement of Operating Revenues and Certain Operating Expenses for the Acquisition Properties (as defined therein) and certain pro forma financial information. Report on Form 8-K dated December 22, 1998 reporting Items 5 and 7 and containing the Statement of Operating Revenues and Certain Operating Expenses for the Wispark Properties (as defined therein) and certain pro forma financial information. - -129- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIBERTY PROPERTY TRUST Date: February 25, 1999 By: /s/ WILLARD G. ROUSE III -------------------------------------- WILLARD G. ROUSE III CHIEF EXECUTIVE 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 in the capacities and on the dates indicated. Chairman of the Board of Trustees and Chief Executive Officer (Principal Executive /s/ Willard G. Rouse III Officer) February 25, 1999 - --------------------------- Willard G. Rouse III Chief Financial Officer and Treasurer (Principal Financial and Accounting /s/ George J. Alburger, Jr. Officer) February 25, 1999 - --------------------------- George J. Alburger, Jr. /s/ Joseph P. Denny Trustee February 25, 1999 - --------------------------- Joseph P. Denny /s/ M. Leanne Lachman Trustee February 25, 1999 - --------------------------- M. Leanne Lachman /s/ Frederick F. Buchholz Trustee February 25, 1999 - --------------------------- Frederick F. Buchholz /s/ J. Anthony Hayden Trustee February 25, 1999 - --------------------------- J. Anthony Hayden /s/ David L. Lingerfelt Trustee February 25, 1999 - --------------------------- David L. Lingerfelt /s/ John A. Miller Trustee February 25, 1999 - --------------------------- John A. Miller, CLU /s/ Stephen B. Siegel Trustee February 25, 1999 - --------------------------- Stephen B. Siegel - -130- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIBERTY PROPERTY LIMITED PARTNERSHIP BY: Liberty Property Trust General Partner Date: February 25, 1999 By: /s/ WILLARD G. ROUSE III -------------------------------------- WILLARD G. ROUSE III CHIEF EXECUTIVE 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 in the capacities and on the dates indicated. Trustee of the /s/ Joseph P. Denny General Partner February 25, 1999 - --------------------------- Joseph P. Denny Trustee of the /s/ M. Leanne Lachman General Partner February 25, 1999 - --------------------------- M. Leanne Lachman Trustee of the /s/ Frederick F. Buchholz General Partner February 25, 1999 - --------------------------- Frederick F. Buchholz Trustee of the /s/ J. Anthony Hayden General Partner February 25, 1999 - --------------------------- J. Anthony Hayden Trustee of the /s/ David L. Lingerfelt General Partner February 25, 1999 - --------------------------- David L. Lingerfelt Trustee of the /s/ John A. Miller General Partner February 25, 1999 - --------------------------- John A. Miller, CLU Trustee of the /s/ Stephen B. Siegel General Partner February 25, 1999 - --------------------------- Stephen B. Siegel - -131- EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ------------- -------------------------------------------------- 3.1.5 Amended and Restated Exhibit A to the Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership. 4.11 Note, Relating to the Issuance by the Operating Partnership on November 24, 1998, of $20 Million Principal Amount of its 8.125% Medium-Term Notes due 2009. 10.10 Term Loan Agreement, dated as of January 15, 1999, among the Operating Partnership, the Trust, the Banks named therein and BankBoston, N.A., as agent for itself and the other lending institutions. 21 Subsidiaries. 23.1 Consent of Ernst & Young LLP relating to financial statements of the Trust. 23.2 Consent of Ernst & Young LLP relating to financial statements of the Operating Partnership. 27 Financial Data Schedule (EDGAR version only). - -132- EX-3 2 EXHIBIT 3.1.5 LIBERTY PROPERTY LIMITED PARTNERSHIP PARTNERSHIP INTERESTS AS OF DECEMBER 31, 1998 Number of Partnership Limited Partners Interests Percentage - ---------------------------------------- ----------- ---------- Balitsaris, Peter 34,969 0.0461% Carr, Clai 118,198 0.1557% Castorina, John 11,094 0.0146% Congdon, George 0 0.0000% The Estate for George F. Congdon 314,276 0.4141% Denny, Joseph 260,250 0.3429% Felix, Jill 195,043 0.2570% Fenza, Robert 187,670 0.2473% Fitzgerald, Ward 9,344 0.0123% Gildea, Larry 93,319 0.1229% Goldschmidt, Robert 22,895 0.0302% Hagan, Michael 9,343 0.0123% Hammers, David 233,133 0.3072% Kiel, Bob 14,491 0.0191% Kline, Earl 18,820 0.0248% Lutz, Jim 27,981 0.0369% Mazzerralli, James 13,445 0.0177% Messaros, Steve 0 0.0000% Messaros, Sharron 7,245 0.0095% Morrissey, Mary Beth 9,344 0.0123% Price, Leslie 167,964 0.2213% Reichert, Joseph 27,242 0.0359% Rouse & Assoc., Inc. 4,652 0.0061% Rouse, Willard 453,320 0.5973% Trust Congdon Children 92,825 0.1223% Trust Hammers Children 89,651 0.1181% Trust for Mary Rouse 11,223 0.0148% Trust for Anne Rouse 11,223 0.0148% Trust for Rouse Younger Children 67,338 0.0887% Trust for Laurie Hammers 5,506 0.0073% Weitzmann, Mike 42,312 0.0557% R&A - Southeast Limited Partnership 153,909 0.2028% Liberty Special Purpose Corp. 10,574 0.0139% Lingerfelt, Rebecca 8,076 0.0106% Trust J. Ryan Lingerfelt 15,625 0.0206% Trust Justin M. Lingerfelt 15,625 0.0206% Trust Daniel K. Lingerfelt 15,625 0.0206% Trust Catherine E. Lingerfelt 15,625 0.0206% Lingerfelt, Alan T. 317,500 0.4183% Lingerfelt, L. Harold 164,375 0.2166% Carpenter, James J. 78,750 0.1038% Lingerfelt, David L. 30,674 0.0404% Ferguson, Morris U. 6,000 0.0079% Lingerfelt, Carl C. 12,500 0.0165% Wright, Murray H. 7,500 0.0099% Latimer, Erle Marie 12,500 0.0165% Mazel Investments LLC 28,025 0.0369% Stewart R. Stender 57,613 0.0759% Robert C. Lux 57,612 0.0759% NWBC Associates, Inc. 28,191 0.0371% EXHIBIT 3.1.5 - Continued LIBERTY PROPERTY LIMITED PARTNERSHIP PARTNERSHIP INTERESTS AS OF DECEMBER 31, 1998 Number of Partnership Limited Partners Interests Percentage - ---------------------------------------- ----------- ---------- 330 Associates, Inc. 3,407 0.0045% APEX Asset Management Corp. 85,051 0.1121% LPC of S.C., Inc. 203,742 0.2684% Libco of Florida, Inc. 283,238 0.3732% Southchase Development Corp. 0 0.0000% Rouse & Associates Maryland Partnership 20,000 0.0264% A. Carl Helwig 356,737 0.4700% James J. Sunday 79,348 0.1045% Charles J. Walters 290,723 0.3830% Dennis Doyle 19,380 0.0255% Stanford Baratz 9,044 0.0119% Walton Street Real Estate Fund II, LP 311,562 0.4105% Walton Street Managers II, LP 3,147 0.0041% Total Limited Partner Interests 5,255,794 6.9245% General Partner Liberty Property Trust - Preferred Units 5,000,000 6.5875% Liberty Property Trust GP 86.4880% Total Ownership 100.0000% GP - The partnership units for Liberty Property Trust have not been reflected because there is no conversion of units to shares to the general partner. EX-4 3 EXHIBIT 4.11 (FACE OF NOTE) THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.* UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.* LIBERTY PROPERTY LIMITED PARTNERSHIP MEDIUM-TERM NOTE (Fixed Rate) REGISTERED CUSIP No.: PRINCIPAL AMOUNT: $ No. FXR- 6 53117EAF5 20,000,000 ORIGINAL ISSUE DATE: INTEREST RATE: %8.125 STATED MATURITY DATE: 11/24/98 1/15/09 INTEREST PAYMENT DATE(S): DEFAULT RATE: % (X) Jan. 15 and July 15 ( ) Other: INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: PERCENTAGE: % PERCENTAGE REDUCTION: % OPTIONAL REPAYMENT REPAYMENT PRICE: % ( ) CHECK IF A DISCOUNT NOTE DATE(S): 100 Issue Price: % SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: (X) United States dollars (X) $1,000 and integral ( ) Other: multiples thereof ( ) Other: EXCHANGE RATE EXCHANGE RATE: AGENT: U.S. $1.00 = ADDENDUM ATTACHED: OTHER/ADDITIONAL PROVISIONS: (X) Yes ( ) No * This paragraph applies to global Notes only. Liberty Property Limited Partnership, a Pennsylvania limited partnership (the "Company," which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. , or registered assigns, upon presentation, the principal sum of $ 20,000,000 (Twenty Million) , on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date" with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the holder of this Note on the Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined below) immediately preceding such Interest Payment Date (the "Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") will forthwith cease to be payable to the holder on any Record Date, and shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the holder of this Note by the Trustee not less than 10 days prior to such Special Record Date or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Note may be listed, and upon such notice as may be required by such exchange, all as more fully provided for in the Indenture. Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, upon presentation and surrender of this Note and a duly completed election form as contemplated on the reverse hereof) at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the office of the Trustee located at First National Bank of Chicago, c/o First Chicago Trust Company of New York, 14 Wall Street, 8th Floor, New York, New York 10005, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may determine; provided, however, that if the Specified Currency specified above is other than United States dollars and such payment is to be made in the Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the holder hereof at least 15 calendar days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed repayment election form) is presented and surrendered at the aforementioned office or agency maintained by the Company in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or agency maintained by the Company or, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained by the Trustee; provided, however, that a holder of U.S. $10,000,000 (or, if the Specified Currency is other than United States dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on any Interest Payment Date other than the Maturity Date by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee not less than 15 calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in The City of New York or Chicago, Illinois; provided, however, that if the Specified Currency is other than United States dollars, such day is also not a day on which banking institutions are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (unless the Specified Currency is European Currency Units ("ECU"), in which case such day is also not a day that appears as an ECU non-settlement day on the display designated as "ISDE" on the Reuter Monitor Money Rates Service (or a day so designated by the ECU Banking Association) or, if ECU non-settlement days do not appear on that page (and are not so designated), a day that is not a day on which payments in ECU cannot be settled in the international interbank market); provided that, with respect to Notes as to which LIBOR is an applicable Interest Rate Basis, such day is also a London Business Day (as defined below). "London Business Day" means any day on which dealings in the Designated LIBOR Currency (as defined below) are transacted in the London interbank market. "Principal Financial Center" means (i) the capital city of the country issuing the Specified Currency (except as described in the immediately preceding sentence with respect to ECU) or (ii) the capital city of the country which the Designated LIBOR Currency, if applicable, relates (or, in the case of ECU, Luxembourg), except, in each case, that with respect to United States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs and ECUs, the "Principal Financial Center" shall be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam, Milan (solely in the case of clause (i) above), Zurich and Luxembourg, respectively. The Company is obligated to make payments of principal, premium, if any, and interest in respect of this Note in the Specified Currency (or, if the Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued the Specified Currency as at the time of such payment is legal tender for the payment of such debts). If the Specified Currency is other than United States dollars, except as provided below, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into United States dollars for payment to the holder of this Note. If the Specified Currency is other than United States dollars, the holder of this Note may elect to receive such amounts in such Specified Currency. If the holder of this Note shall not have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in the Specified Currency, any United States dollar amount to be received by the holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all holders of Notes payable in the Specified Currency who are scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency unless the Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company. If the Specified Currency is other than United States dollars, the holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. If the Specified Currency is other than United States dollars or a composite currency and the holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in the Specified Currency and if the Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below), computed by the Exchange Rate Agent, on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate, or as otherwise specified on the face hereof. The "Market Exchange Rate" for the Specified Currency means the noon dollar buying rate in The City of New York for cable transfers for the Specified Currency as certified for customs purposes by (or, if not so certified, as otherwise determined by) the Federal Reserve Bank of New York. Any payment made under such circumstances in United States dollars will not constitute an Event of Default (as defined in the Indenture) with respect to this Note. If the Specified Currency is a composite currency and the holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in the Specified Currency and if such composite currency is unavailable due to the imposition of exchange controls or other circumstances beyond the control of the Company, then the Company will be entitled to satisfy its obligations to the holder of this Note by making such payment in United States dollars on the basis of the equivalent of the composite currency in United States dollars. The component currencies of the composite currency for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the composite currency as of the last day on which the composite currency was used. The equivalent of the composite currency in United States dollars shall be calculated by aggregating the United States dollar equivalents of the Component Currencies. The United States dollar equivalent of each of the Component Currencies shall be determined by the Exchange Rate Agent on the basis of the Market Exchange Rate on the second Business Day prior to the required payment, or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate for each such Component Currency, or as otherwise specified on the face hereof. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the holder of this Note. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified above on the face hereof, in the Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Notwithstanding any provisions to the contrary contained herein, if the face of this Note specifies that an Addendum is attached hereto or that "Other/Additional Provisions" apply to this Note, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions." Unless the Certificate of Authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, Liberty Property Limited Partnership has caused this Note to be duly executed by one of its duly authorized officers. LIBERTY PROPERTY LIMITED PARTNERSHIP By: Liberty Property Trust, its sole general partner By: /s/ Joseph P. Denny - ------------------------------------------------------- Name: Joseph P. Denny Title: President, Chief Operating Officer Dated: 10/24/97 ATTEST: By: /s/ James J. Bowes - -------------------------------------------------------- Name: James J. Bowes Title: Secretary (Seal) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE FIRST NATIONAL BANK OF CHICAGO, as Trustee By: /s/ Mark J. Frye - ------------------------------------------------------ Date: October 24, 1997 Authorized Signatory (REVERSE OF NOTE) LIBERTY PROPERTY LIMITED PARTNERSHIP MEDIUM-TERM NOTE (Fixed Rate) This Note is one of a duly authorized series of Securities (the "Securities") of the Company issued and to be issued under an Indenture, dated as of October 24, 1997, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and The First National Bank of Chicago, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the series of Securities designated as "Medium-Term Notes Due Nine Months or More from Date of Issue" (the "Notes"). All terms used but not defined in this Note or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face hereof, as the case may be. This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or the minimum Authorized Denomination specified on the face hereof. This Note will not be subject to any sinking fund and, unless otherwise specified on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on written notice given to the holder hereof not more than 60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price," if any, shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of the unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). If an Optional Repayment Date is not set forth on the face hereof, this Note will not be repayable at the option of the holder hereof prior to Maturity. For this Note to be repaid, the Trustee must receive at its office in the Borough of Manhattan, The City of New York, referred to on the face hereof, at least 30 days but not more than 60 days prior to the Repayment Date this Note and the form hereon entitled "Option to Elect Repayment" duly completed. Exercise of such repayment option by the holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the holder hereof upon the presentation and surrender hereof. If this Note is a Discount Note as specified on the face hereof, the amount payable to the holder of this Note in the event of redemption, repayment or acceleration of maturity of this Note will be equal to the sum of (i) the Issue Price specified on the face hereof (increased by any accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid interest on this Note accrued from the Original Issue Date to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the "Discount." For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period), and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of and premium (if any) and interest on the Notes either shall automatically become or may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth in the Indenture, which provisions apply to this Note. As provided in and subject to the provisions of the Indenture, the holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy hereunder, unless (i) such holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of this series, (ii) the holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee, (iii) such holder or holders have offered reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (iv) the Trustee shall have failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity, and (v) the Trustee shall not have received, during the 60- day period referenced in clause (iv) above, from the holders of a majority in principal amount of Securities of this series at the time Outstanding in a direction inconsistent with such request; provided that, no one or more holder shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other holder, or to obtain or to seek to obtain priority or preference over any other holder or to enforce any right under the Indenture, except in the manner therein provided and for the equal and ratable benefit of all holders. The foregoing shall not apply to any suit instituted by the holder of this Note for the enforcement of any payment of principal hereof (and premium or Make-Whole Amount, if any) or any interest thereon on or after the respective due dates expressed herein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities at any time by the Company and the Trustee with the consent of the holders of not less than a majority of the aggregate principal amount of all Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the holders of not less than a majority of the aggregate principal amount of the outstanding Securities of any series, on behalf of the holders of all such Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the holders of not less than a majority of the aggregate principal amount of the outstanding Securities of any series, in certain instances, to waive, on behalf of all of the holders of Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Note, or because of any indebtedness evidenced thereby or hereby, (including without limitation, any obligation or indebtedness relating to the principal of, or premium or Make-Whole Amount, if any, interest or any other amounts due, or claimed to be due, on this Security), or for any claim based thereon or otherwise in respect thereof, shall be had (i) against Liberty Property Trust or any other partner of the Company, (ii) against any person which owns an interest, directly or indirectly, in any partner in the Company, or (iii) against any promoter, as such or, against any past, present or future stockholder, partner, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statue or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Note by the holder thereof and as part of the consideration for the issue of the Securities of this series. The holder of this Security acknowledges by acceptance of this Security that its sole remedies under the Indenture for any Default by the Company in the payment of principal of, or any premium or Make-Whole Amount, if any, interest or any amounts due, or claimed to be due, on this Security, or otherwise, are limited to claims against the property of the Company as provided in Sections 111 and 503 of the Indenture. THE INDENTURE AND THE SECURITIES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused "CUSIP" numbers to be printed on the Securities of this series as a convenience to the holders of such Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed hereon. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COMM - as tenants in common TEN ENT - as tenants by the entities JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian -------------- ------------- (Cust) (Minor) Under Uniform Gifts to Minors Act ------------------------------- (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT Please insert social security or other identifying number of assignee. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing , attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Dated: , 199 Notice: The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. Signature must be guaranteed by an "eligible guarantor institution," that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than United States dollars, the minimum Authorized Denomination specified on the face hereof)) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination) of the Notes to be issued to the holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). Principal Amount to be Repaid: $ Date: Notice: The signature(s) on this Option to Elect Repayment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. 13 EX-10 4 EXHIBIT 10.10 TERM LOAN AGREEMENT AMONG LIBERTY PROPERTY LIMITED PARTNERSHIP and LIBERTY PROPERTY TRUST and BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT AND LEAD ARRANGER and FIRST UNION NATIONAL BANK, AS SYNDICATION AGENT and THE CHASE MANHATTAN BANK, AS DOCUMENTATION AGENT and THE BANKS PARTY HERETO TABLE OF CONTENTS PAGE ---- 1. DEFINITIONS OF RULES OF INTERPRETATION 1 1.1. Definitions 1 1.2. Rules of Interpretation 15 2. TERM LOAN FACILITY 16 2.1. Commitment to Lend 16 2.2. The Notes 16 2.3. Interest on Loans 16 2.4. Interest Options 17 2.5. Funds for Loans 17 3. REPAYMENT OF THE LOANS 3.1. Maturity 18 3.2. Optional Repayments of Loans 18 4. CERTAIN GENERAL PROVISIONS 20 4.1. Facility Fees, Arrangement Fee and Agent's Fee 20 4.2. Funds for Payments 20 4.3. Computations 20 4.4. Additional Costs, Etc. 21 4.5. Capital Adequacy 22 4.6. Certificate 22 4.7. Indemnity 22 4.8. Interest on Overdue Amounts 22 4.9. Inability to Determine Eurodollar Rate 22 4.10. Illegality 23 4.11. Replacement of Banks 23 5. UNENCUMBERED PROPERTIES; NO LIMITATION ON RECOURSE 23 5.1. Listing of Unencumbered Properties 23 5.2. Waivers of Requisite Banks 24 5.3. Rejection of Unencumbered Properties 24 5.4. Change in Circumstances 24 5.5. No Limitation on Recourse 24 5.6. Additional Guarantor Subsidiaries 24 6. REPRESENTATIONS AND WARRANTIES 25 6.1. Authority; Etc. 25 6.2. Governmental Approvals 26 6.4. Financial Statements 26 6.5. No Material Changes, Etc. 27 6.6. Franchises, Patents, Copyrights, Etc. 27 6.7. Litigation 27 6.8. No Materially Adverse Contracts, Etc. 28 6.9. Compliance With Other Instruments, Laws, Etc. 28 6.10. Tax Status 28 6.11. Event of Default 28 6.12. Investment Company Act 28 6.13. Absence of Financing Statements, Etc. 28 6.14. Status of the Company 28 6.15. Certain Transactions 29 6.16. Benefit Plans: Multiemployer Plans: Guaranteed Pension Plans 29 6.17. Regulations U and X 29 6.18. Environmental Compliance 29 6.19. Subsidiaries and Affiliates 31 6.20. Loan Documents 31 6.21. Buildings on the Unencumbered Properties 31 6.22. Year 2000 Compliance 31 7. AFFIRMATIVE COVENANTS OF THE BORROWER 31 7.1. Punctual Payment 31 7.2. Maintenance of Office 32 7.3. Records and Accounts 32 7.4. Financial Statements, Certificates and Information 7.5. Notices 32 7.6. Existence; Maintenance of REIT Status; Maintenance of Properties 34 7.7. Insurance 35 7.8. Taxes 35 7.9. Inspection of Properties and Books 35 7.10. Compliance with Laws, Contracts, Licenses, and Permits 35 7.11. Use of Proceeds 36 7.12. Notices of Significant Transactions 36 7.13. Further Assurance 36 7.14. Environmental Indemnification 36 7.15. Response Actions 37 7.16. Employee Benefit Plans 37 7.17. Required Interest Rate Contracts 38 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER 38 8.1. Restrictions on Recourse Indebtedness 38 8.2. Restrictions on Investments 39 8.3. Merger, Consolidation and Other Fundamental Changes 40 8.4. Sale and Leaseback 40 8.5. Compliance with Environmental Laws 40 8.6. Distributions 41 9. FINANCIAL COVENANTS OF THE BORROWER 41 9.1. Value of All Unencumbered Properties 41 9.2. Minimum Debt Service Coverage 41 9.3. Total Liabilities to Total Assets 41 9.4. Total Liabilities minus Subordinated Indebtedness to Total Assets 41 9.5. Maximum Secured Debt 41 9.6. Minimum Tangible Net Worth 41 9.7. Total Operating Cash Flow to Interest Expense 42 9.8. Total Operating Cash Flow to Senior Interest Expense 42 9.9. EBITDA to Fixed Charges 42 9.10. Aggregate Occupancy Rate 42 10.0 CONDITIONS TO EFFECTIVENESS 42 10.1 Loan Documents 42 10.2 Certified Copies of Organization Documents; Good Standing Certificates 42 10.3 By-laws; Resolutions 42 10.4 Incumbency Certificate; Authorized Signers 42 10.5 Opinions of Counsel Concerning Organization and Loan Documents 43 10.6 Payment of Fees 43 10.7 Conditions of Disbursement 43 11. CONDITIONS OF DISBURSEMENT OF LOANS 43 11.1. Representations True; No Event of Default; Compliance Certificate 43 11.2. No Legal Impediment 43 11.3. Governmental Regulation 44 11.4. Proceedings and Documents 44 12. EVENTS OF DEFAULT; ACCELERATION; ETC. 44 12.1. Events of Default and Acceleration 44 12.2. Remedies 46 12.3. Distribution of Enforcement Proceeds 47 13. SETOFF 47 14. THE AGENT 48 14.1. Authorization 48 14.2. Employees and Agents 48 14.3. No Liability 48 14.4. No Representations 48 14.5. Payments 49 14.6. Holders of Notes 50 14.7. Indemnity 50 14.8. Agent as Bank 50 14.9. Resignation 50 14.10. Notification of Defaults and Events of Default 51 14.11. Duties in the Case of Enforcement 51 15. EXPENSES 51 16. INDEMNIFICATION 52 17. SURVIVAL OF COVENANTS, ETC. 53 18. ASSIGNMENT; PARTICIPATIONS; ETC. 53 18.1. Conditions to Assignment by Banks 53 18.2. Certain Representations and Warranties; Limitations; Covenants 54 18.3. Register 55 18.4. New Notes 55 18.5. Participations 56 18.6. Pledge by Lender 56 18.7. No Assignment by Borrower 56 18.8. Disclosure 56 19. NOTICES, ETC. 56 20. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE 57 21. HEADINGS 57 22. COUNTERPARTS 58 23. ENTIRE AGREEMENT 58 24. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS 58 25. CONSENTS, AMENDMENTS, WAIVERS, ETC. 58 26. SEVERABILITY 59 27. ACKNOWLEDGMENTS 59 Exhibit A Form of Note Exhibit B Form of Conversion Request Exhibit C Form of Compliance Certificate Exhibit D Opinion Requirements Exhibit E Form of Assignment and Acceptance Schedule 1 Banks; Domestic and Eurodollar Lending Offices Schedule 1.1 Unencumbered Properties Schedule 1.2 Commitments and Facility Percentages Schedule 1.3 Related Companies, Guarantor Subsidiaries and Permitted Joint Ventures Schedule 6.3 Title to Properties Schedule 6.7 Litigation Schedule 6.15 Insider Transactions Schedule 6.16 Employee Benefit Plans Schedule 6.18 Environmental Matters Schedule 6.19 Company Assets Schedule 6.21 Building Structural Defects, etc. Schedule 7.18 Interest Rate Contracts Schedule 8.2(d) Investments TERM LOAN AGREEMENT This TERM LOAN AGREEMENT is made as of the 15th day of January, 1999, by and among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the "Borrower"), LIBERTY PROPERTY TRUST, a Maryland trust (the "Company") and BANKBOSTON, N.A., a national banking association ("BankBoston"), (BankBoston and the other lending institutions which are listed from time to time on Schedule 1 are collectively hereinafter, the "Banks"), FIRST UNION NATIONAL BANK, as syndication agent, THE CHASE MANHATTAN BANK, as documentation agent and BANKBOSTON, N.A., as administrative agent for itself and such other lending institutions (the "Agent"). WHEREAS, BankBoston and certain other lenders (collectively, the "Revolving Credit Lenders") provided an unsecured revolving credit facility in the maximum amount of $325,000,000 (the "Revolving Credit Facility") to the Borrower pursuant to an Amended and Restated Loan Agreement among the Borrower, the Company, the Revolving Credit Lenders and BankBoston, as Agent, dated as of June 16, 1997, as amended by First Amendment to Amended and Restated Loan Agreement dated as of March 16, 1998 (as the same may be further amended pursuant to its terms, the "Revolving Credit Agreement"); WHEREAS, the Borrower has requested and BankBoston and the other Banks named herein have agreed to provide a term loan facility in the aggregate principal amount of $135,000,000 (the "Term Loan Facility") subject to the terms and conditions set forth herein; NOW, THEREFORE, to accomplish these purposes, the Agent, the Borrower, the Company and the Banks hereby agree as follows: 1. DEFINITIONS OF RULES OF INTERPRETATION 1.1. Definitions. The following terms shall have the meanings set forth in this l or elsewhere in the provisions of this Agreement referred to below: Affiliated Banks. Any commercial bank which is (i) the parent corporation of any of the Banks, (ii) a wholly-owned subsidiary of any of the Banks or (iii) a wholly-owned subsidiary of the parent corporation of any of the Banks. Agent. BankBoston, N.A. acting in its capacity as agent for the Banks or any successor agent. Agent's Head Office. The Agent's head office located at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as the Agent may designate from time to time. Aggregate Occupancy Rate. With respect to the Unencumbered Properties at any time, the ratio, as of such date, expressed as a percentage, of (i) the net leasable area of all Unencumbered Properties leased to tenants paying rent pursuant to Leases other than Leases which are in material default, to (ii) the aggregate net leasable area of all Unencumbered Properties, excluding from both (i) and (ii) the net leasable area of buildings under construction prior to the date of substantial completion of such construction. Agreement. This Term Loan Agreement, including the Schedules and Exhibits hereto. Applicable Margin. As of any date of determination, 1.35% Assignment and Acceptance. See 18. Balance Sheet Date. December 31, 1997. Banks. BankBoston and the other lending institutions listed from time to time on Schedule 1 hereto and any other Person who becomes an assignee of any rights of a Bank pursuant to 18 or a Person who acquires all or substantially all of the stock or assets of a Bank. Base Rate. The higher of (a) the annual rate of interest announced from time to time by BankBoston at the Agent's Head Office as its "base rate", and (b) one half of one percent (1/2%) above the overnight federal funds effective rate as published by the Board of Governors of the Federal Reserve System, as in effect from time to time. Base Rate Loans. Those Loans bearing interest calculated by reference to the Base Rate. BankBoston. See preamble. Borrower. As defined in the preamble hereto. Buildings. The buildings, structures and other improvements now or hereafter located on the Unencumbered Properties. Business Day. Any day on which banking institutions in Boston, Massachusetts, are open for the transaction of banking business and, in the case of Eurodollar Rate Loans, also a day which is a Eurodollar Business Day. Capitalized Leases. Leases under which the Borrower is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the Borrower in accordance with generally accepted accounting principles. CERCLA. See 6.18. Closing Date. The date upon which this Agreement shall become effective pursuant to 10 and the Loans are made pursuant to 2.1 and 11. Code. The Internal Revenue Code of 1986, as amended and in effect from time to time. Commitment. With respect to each Bank, the amount set forth from time to time on Schedule 1.2 hereto as the amount of such Bank's commitment to make a Loan to the Borrower. Company. See preamble. Conversion Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with 2.4. Default. See 12.1. Delinquent Bank. See 14.5(c). Distribution. The declaration or payment of any dividend or distribution of cash or cash equivalents to the shareholders of the Company or the limited partners of the Borrower, or any distribution to any officer, employee or director of the Borrower or the Company, other than employee compensation consistent with past practices. Dollars or $. Dollars in lawful currency of the United States of America. Domestic Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, located within the United States that will be making or maintaining Base Rate Loans. EBITDA. The Borrower's earnings before interest, taxes, depreciation and amortization, as determined in accordance with generally accepted accounting principles. Eligible Assignee. Any of (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with generally accepted accounting principles; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; and (d) the central bank of any country which is a member of the OECD. Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled by or under common control with, the Borrower or the Company. Employee Benefit Plan. Any employee benefit plan within the meaning of 3 (3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Laws. See 6.18(a). ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time. ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any of the Banks would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D) , if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent in its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Agent is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in an interbank eurodollar market where the eurodollar and foreign currency and exchange operations of the Agent are customarily conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to the Eurodollar Rate. Event of Default. See 12.1. Facility Percentage. With respect to each Bank, the percentage set forth from time to time on Schedule 1.2 hereto as such Bank's percentage of the Term Loan Facility. Fixed Charges. With respect to any fiscal period of the Borrower, an amount equal to the sum of (i) Interest Expense, (ii) regularly scheduled installments of principal payable with respect to all Indebtedness of Borrower, (iii) current maturities on Recourse Indebtedness not refinanced with Loans hereunder or other replacement Indebtedness or otherwise repaid plus (iv) all dividend payments due to the holders of any preferred stock of the Company and all distributions due to the holders of any limited partnership interests in the Borrower other than limited partner distributions based on the per share dividend paid on the common stock of the Company. Fixed Rate Prepayment Fee. See 3.2. Funding Date. The Closing Date, and the date on which any Loan is converted or continued in accordance with 2.4. Funds From Operations. With respect to any fiscal period of the Borrower, an amount equal to the Borrower's Funds From Operations determined in accordance with the definition approved by the National Association of Real Estate Investment Trusts. Generally Accepted Accounting Principles. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Borrower adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied. Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of 3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. Guarantor. Each of the Company and the Guarantor Subsidiaries. Guarantor Subsidiaries. The partnerships and corporations designated as Guarantor Subsidiaries on Schedule 1.3 hereto and any other partnerships or corporations which are at least 85% owned by Borrower and which execute and deliver a Guaranty. Guaranty. The Unconditional Guaranty of Payment and Performance from each Guarantor to the Agent pursuant to which such Guarantor has guaranteed the Obligations. Hazardous Substances. See 6.18(b). Indebtedness. All obligations, contingent and otherwise, that in accordance with generally accepted accounting principles should be classified upon the obligor's balance sheet as liabilities, including in any event the following whether or not so classified: (a) the Obligations, (b) all debt and similar monetary obligations for borrowed money, whether direct or indirect; (c) all liabilities secured by any mortgage, pledge, negative pledge, security interest, lien, negative lien, charge, or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (d) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness or obligations of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise, and the obligations to reimburse the issuer in respect of any letters of credit; and (e) joint venture and partnership obligations, contingent or otherwise of the type set forth in (a) through (d) above. Interest Expense. With respect to any fiscal period of the Borrower, an amount equal to the sum of the following with respect to all Indebtedness (including without limitation Subordinated Indebtedness) of the Borrower and the Related Companies: (i) total interest expense, accrued in accordance with generally accepted accounting principles plus (ii) all capitalized interest determined in accordance with generally accepted accounting principles, plus (iii) the amortization of deferred financing costs. Interest Payment Date. As to any Base Rate Loan or Eurodollar Rate Loan, the first day of each calendar month. Interest Period. With respect to each Loan, (a) initially, the period commencing on the Funding Date of such Loan and ending on the last day of one of the periods set forth below, as selected by the Borrower in a Conversion Request (i) for any Base Rate Loan, the day on which such Base Rate Loan is paid in full or converted to a Eurodollar Rate Loan; and (ii) for any Eurodollar Rate Loan, 1, 2, 3 or 6 months; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Conversion Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: (A) if any Interest Period with respect to a Eurodollar Rate Loan would otherwise end on a day that is not a Eurodollar Business Day, that Interest Period shall be extended to the next succeeding Eurodollar Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Eurodollar Business Day; (B) if any Interest Period with respect to a Base Rate Loan would end on a day that is not a Business Day, that Interest Period shall end on the next succeeding Business Day; (C) if the Borrower shall fail to give notice as provided in 2.4, the Borrower shall be deemed to have requested a conversion of the affected Eurodollar Rate Loan to a Base Rate Loan on the last day of the then current Interest Period with respect thereto; (D) any Interest Period relating to any Eurodollar Rate Loan that begins on the last Eurodollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Eurodollar Business Day of a calendar month; and (E) the Borrower may not select any Interest Period relating to any Eurodollar Rate Loan that would extend beyond the Maturity Date. Interest Rate Contracts. Interest rate swap, cap or similar agreements providing for interest rate protection. Investments. All expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of stock, partnership or membership interests or Indebtedness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any guaranties (or other commitments as described under Indebtedness), or obligations of, any Person. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution) ; (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof. Leases. Leases, licenses and agreements whether written or oral, relating to the use or occupation of space in the Buildings on the Unencumbered Properties by persons other than the owner thereof. Lien. Any lien, encumbrance, mortgage, deed of trust, pledge, restriction or other security interest. If title to any Real Estate Asset is held by a Subsidiary of Borrower then any pledge or assignment of Borrower's stock, partnership interest, limited liability company interest or other ownership interest in such Subsidiary shall be deemed to be a Lien on the Real Estate Assets owned by such Subsidiary. Loan Documents. This Agreement, the Notes, the Guaranties and any and all other agreements, documents and instruments now or hereafter evidencing, securing or otherwise relating to the Loans. Loans. Loans to be made by the Banks to the Borrower pursuant to 2. Material Adverse Effect means a material adverse effect on (i) the business, Unencumbered Properties, results of operations or financial condition of the Borrower and the Related Companies taken as a whole or (ii) the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the remedies or material rights of the Agent or the Banks thereunder. Maturity Date. January 15, 2001, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof. Moody's Rating. The rating for Borrower's senior long-term unsecured debt assigned by Moody's Investors Services, Inc. or its successors. Multiemployer Plan. Any multiemployer plan within the meaning of 3(37) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate. Net Offering Proceeds. All cash proceeds received after September 30, 1998 by the Borrower or the Company as a result of the sale of common, preferred or other classes of stock of the Company or the issuance of limited partnership interests in the Borrower less customary costs and discounts of issuance paid by Company or Borrower in connection therewith. Net Operating Income. With respect to any fiscal period of the Borrower and with respect to any one or more of the Real Estate Assets, the total rental and other operating income from the operation of such Real Estate Assets after deducting all expenses and other proper charges incurred by the Borrower in connection with the operation of such Real Estate Assets during such fiscal period, including, without limitation, property operating expenses, real estate taxes and bad debt expenses, but before payment or provision for Fixed Charges, income taxes, and depreciation, amortization, and other non-cash expenses, all as determined in accordance with generally accepted accounting principles. In the case of Real Estate Assets owned by Related Companies which are not wholly-owned by Borrower, Net Operating Income shall be reduced by the amount of cash flow of such Related Company allocated for distribution to the minority owners of such Related Company. With respect to Real Estate Assets located outside of the United States, Net Operating Income shall be converted from the currency in which the applicable income and expenses are paid to Dollars using the currency exchange rates in effect as of the end of the applicable fiscal period. Notes. See 2.2. Obligations. All indebtedness, obligations and liabilities of the Borrower or any Guarantor to any of the Banks and the Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans or the Notes or other instruments at any time evidencing any thereof, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law of otherwise. Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination. PBGC. The Pension Benefit Guaranty Corporation created by 4002 of ERISA and any successor entity or entities having similar responsibilities. Permitted Acquisition. The acquisition by Borrower or any Related Company of Real Estate Assets which, in the aggregate, are primarily leased or intended to be leased primarily for industrial or office purposes (including "flex" and warehouse uses), whether such acquisition is accomplished by a direct purchase of such Real Estate Assets or by a merger or acquisition of stock or other ownership interests or debt securities such that the owner of such Real Estate becomes a Related Company. Permitted Build-To-Suit Developments. Permitted Developments with respect to which, at the date of determination, at least sixty percent (60%) of the net leasable area of the buildings to be constructed pursuant thereto are subject to executed Leases having an average term of not less than four (4) years and which obligate the tenants named therein to accept occupancy and commence paying rent promptly upon the issuance of a certificate of occupancy with respect thereto. Permitted Developments. The construction of any new buildings or the construction of additions expanding existing buildings or the rehabilitation of the existing buildings (other than normal refurbishing and tenant fit up work when one tenant leases space previously occupied by another tenant) relating to any Real Estate Assets of the Borrower or any of the Related Companies and each Permitted Development shall be counted for purposes of 8.2 from the time of commencement of the applicable construction work until a final certificate of occupancy has been issued with respect to such project in the amount of the total projected cost of such project. Permitted Joint Ventures. Any entity in which Borrower has any direct or indirect ownership interest, except the Company and the Related Companies, including general partnerships, corporations, trusts and limited liability companies, which own or propose to develop industrial or office properties provided that neither Borrower or any Guarantor shall have any recourse liability for the Indebtedness of such entity. Permitted Joint Ventures existing on the date hereof are set forth in Schedule 1.3. Permitted Liens. The following Liens, security interests and other encumbrances: (i) liens to secure taxes, assessments and other governmental charges in respect of obligations not overdue, the Indebtedness with respect to which is permitted by 8.1(c); (ii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iii) liens in respect of judgments or awards, the Indebtedness with respect to which is permitted by 8.1(d); (iv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens which are either covered by a full indemnity from a creditworthy indemnitor or have been in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, the Indebtedness with respect to which is permitted by 8.1(c); (v) encumbrances consisting of easements, rights of way, Leases, covenants, restrictions on the use of real property and defects and irregularities in the title thereto; and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a materially adverse effect on the value of the Unencumbered Property and (xx) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (vi) mortgages held by Borrower or a Guarantor securing Indebtedness described in 8.1(j). Person. Any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. Prepayment Date. See 3.2. Pro Forma Unsecured Debt Service Charges. For any fiscal quarter of the Borrower, the sum of (a) an amount determined by the Agent based on a twenty-five (25) year mortgage style amortization schedule, calculated on the Pro Forma Unsecured Principal Amount and an interest rate equal to the greater of (i) the weighted average annual interest rate actually applicable to the Unsecured Indebtedness during such fiscal quarter or (ii) the then current ten (10) year U.S. Treasury bill yield plus one and three-quarters percent (1.75%) plus (b) one-quarter of the actual debt service charges due during the current fiscal year pursuant to the Subordinated Debenture Indenture. Pro Forma Unsecured Principal Amount. (a) With respect to Compliance Certificates delivered pursuant to 7.4(d), the maximum principal amount of Unsecured Indebtedness (excluding the Subordinated Debentures) outstanding at any time during the applicable fiscal quarter; (b) with respect to Compliance Certificates delivered pursuant to 11.1, the principal amount of Unsecured Indebtedness (excluding the Subordinated Debentures) outstanding after giving effect to the requested Loan; (c) with respect to Compliance Certificates delivered pursuant to 7.12, the principal amount of Unsecured Indebtedness (excluding the Subordinated Debentures) outstanding after giving effect to the proposed transaction including any payments on the Loans to be made in connection therewith. Properties. All Real Estate Assets, Real Estate, and all other assets, including, without limitation, intangibles and personalty owned by the Borrower or any of the Related Companies or any Permitted Joint Venture. Real Estate. All real property at any time owned, leased (as lessee or sublessee) or operated by the Borrower, any Guarantor, or any of the Related Companies or any Permitted Joint Venture. Real Estate Assets. Those fixed and tangible properties consisting of land, buildings and/or other improvements owned by the Borrower, by any Guarantor, by any of the Related Companies or by any Permitted Joint Venture at the relevant time of reference thereto, including without limitation, the Unencumbered Properties, but excluding all leaseholds other than leaseholds under ground leases having an unexpired term of at least 30 years. Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by any Bank with respect to any Loan referred to in such Note. Recourse Indebtedness. All Indebtedness except Indebtedness with respect to which recourse for payment is contractually limited (except for customary exclusions) to specific assets encumbered by a lien securing such Indebtedness. Register. See 18.3. Related Companies. The entities listed and described on Schedule 1.3 hereto, or thereafter, any entity whose financial statements are consolidated or combined with the Borrower's pursuant to generally accepted accounting principles, or any ERISA Affiliate. Release. See 6.18(c)(iii). Requisite Banks. As of any date, the Banks whose aggregate Facility Percentages constitute at least sixty-six percent (66%) of the total of all Facility Percentages provided that the Facility Percentages of any Delinquent Banks shall be disregarded when determining the Requisite Banks. Reserve Amount. With respect to any Real Estate Assets or group of Real Estate Assets, a normalized annual reserve for capital expenditures, replacement reserves and leasing costs at the rate of $0.10 per year per square foot of net leasable area contained in all buildings on such Real Estate Assets. When the Reserve Amount is used in computing an amount with respect to a fiscal period which is shorter than a year, said amount shall be appropriately prorated. Responsible Officer. With respect to the Company, any one of its Chairman, President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, Executive Vice Presidents or Senior Vice Presidents. Revolving Credit Agreement. See recitals. Revolving Credit Facility. See recitals. Revolving Credit Lenders. The lending institutions which are from time to time lenders under the Revolving Credit Agreement. S&P Rating. The rating for Borrower's senior long-term unsecured debt assigned by Standard & Poor's, a division of The McGraw-Hill Companies, Inc., or its successors. Secured Indebtedness. All Indebtedness of the Borrower and any of the Related Companies which is secured by a Lien on any Properties. Senior Interest Expense. With respect to any fiscal period of the Borrower, an amount equal to Interest Expense minus the portion thereof relating to Subordinated Indebtedness. Subordinated Debentures. Indebtedness of Borrower with respect to its Exchangeable Subordinated Debentures due July 1, 2001 issued and outstanding pursuant to the Subordinated Debenture Indenture. Subordinated Debenture Indenture. The Indenture dated as of June 23, 1994 among the Borrower, the Company and The First National Bank of Boston as Trustee relating to the Borrower's Exchangeable Subordinated Debentures due July 1, 2001. Subordinated Indebtedness. All Unsecured Indebtedness of Borrower which is expressly subordinated and junior in right of payment to the prior payment in full of the Obligations provided that the subordination provisions applicable to such Indebtedness are satisfactory to the Agent. On the date hereof Subordinated Indebtedness consists of the Subordinated Debentures. Subsidiary. Any corporation, association, trust, or other business entity of which the designated parent or other controlling Person shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Interests. Syndication Banks. See recitals. Tangible Net Worth. Total Assets minus Total Liabilities minus all intangibles determined in accordance with generally accepted accounting principles. Term Loan Facility. The term loan facility provided to the Borrower pursuant to this Agreement. Total Assets. The aggregate book value of all assets of the Borrower and the Related Companies consolidated and determined in accordance with generally accepted accounting principles plus accumulated depreciation and amortization related to Real Estate Assets. Total Liabilities. The sum of the following (without duplication): (i) all liabilities of the Borrower and the Related Companies consolidated and determined in accordance with generally accepted accounting principles, (ii) all Indebtedness of the Borrower and the Related Companies whether or not so classified, including, without limitation, all Outstanding Loans under this Agreement, and (iii) the balance available for drawing under letters of credit issued for the account of the Borrower or any of the Related Companies. Total Operating Cash Flow. With respect to any fiscal period of the Borrower the sum of (i) Funds From Operations plus (ii) Interest Expense (excluding capitalized interest and any other portions of Interest Expense which are not deducted in the computation of Funds From Operations) minus (iii) the Reserve Amount for all Real Estate Assets owned by the Borrower or any of the Related Companies, all as determined in accordance with the applicable definitions set forth herein except that any rent leveling adjustments shall be deducted from Funds From Operations. Type. As to any Loan its nature as a Base Rate Loan or a Eurodollar Rate Loan. Unencumbered Net Operating Income. With respect to any fiscal period of the Borrower, the sum of the Net Operating Income of all Real Estate Assets which were Unencumbered Properties hereunder during such fiscal period, provided, however, there shall be excluded therefrom (i) the amount necessary so that the Net Operating Income of any one Unencumbered Property does not exceed fifteen percent (15%) of Unencumbered Net Operating Income and (ii) the amount necessary so that the aggregate Net Operating Income of all Unencumbered Properties located in the United Kingdom does not exceed four percent (4%) of Unencumbered Net Operating Income. Unencumbered Property. A Real Estate Asset which at the date of determination, (i) is owned in fee by Borrower or one of the Guarantor Subsidiaries, (ii) is improved with one or more completed industrial or office buildings (including "flex" and warehouse buildings) of a type consistent with the Borrower's business strategy; (iii) is not directly or indirectly subject to any Lien (other than Permitted Liens) or to any negative pledge agreement or other agreement that prohibits the creation of any Lien thereon; (iv) is a Real Estate Asset with respect to which each of the representations contained in 6.18 and 6.21 hereof is true and accurate as of such date of determination; (v) may be legally conveyed separately from any other Real Estate without the need to obtain any subdivision approval, zoning variance or other consent or approval from an unrelated Person; (vi) is located in the United States, Canada or the United Kingdom, and (vii) to the extent requested by the Agent, the Borrower has delivered to the Agent historical operating and leasing information relating to such Unencumbered Property, in form and substance satisfactory to the Agent. Each Real Estate Asset which satisfies the conditions set forth in this definition or with respect to which the Requisite Banks have granted the necessary waivers pursuant to 5.2 shall be deemed to be an Unencumbered Property only during such periods of time as Borrower has included the same on the list of Unencumbered Properties attached to the most recent Compliance Certificate delivered hereunder. Unencumbered Property Value. With respect to any Unencumbered Property at any time, an amount computed as follows: (a) the Net Operating Income of such Unencumbered Property for the most recent fiscal quarter of the Borrower for which financial statements have been delivered to the Agent pursuant to 7.4; (b) then multiplying by four (4); (c) then subtracting from such annualized Net Operating Income the Reserve Amount for such Unencumbered Property; and (d) dividing such difference by 0.095. In the event that the Unencumbered Property Value of any Unencumbered Property computed pursuant to the preceding sentence exceeds fifteen percent (15%) of the Value of All Unencumbered Properties as of the end of the most recent fiscal quarter of the Borrower for which financial statements have been delivered to the Agent pursuant to 7.4 then the amount in excess of said 15% level will be excluded when computing the Unencumbered Property Value for such Unencumbered Property. With respect to any Unencumbered Property which, during the applicable fiscal quarter, has been acquired by Borrower or has had the building or buildings being constructed thereon completed and occupied by tenants, Borrower may compute the Unencumbered Property Value for such Unencumbered Property based on a pro forma Net Operating Income for such fiscal quarter, which computation must be approved by the Agent. Unsecured Indebtedness. All Indebtedness of Borrower or of any of the Related Companies which is not secured by a Lien on any Properties including, without limitation, the Loans, the loans under the Revolving Credit Facility, the Subordinated Indebtedness and any Indebtedness evidenced by any bonds, debentures, notes or other debt securities presently outstanding or which may be hereafter issued by Borrower or by the Company. Unsecured Indebtedness shall not include accrued ordinary operating expenses payable on a current basis. Value of All Unencumbered Properties. When determined as of the end of a fiscal quarter, an amount computed as follows: (a) Unencumbered Net Operating Income; (b) then multiplying by four (4); (c) then subtracting from such annualized Net Operating Income the Reserve Amount for all Unencumbered Properties; and (d) dividing such difference by 0.095. When determined as of a date which is during a fiscal quarter based on an updated list of Unencumbered Properties attached to the applicable Compliance Certificate, the Value of All Unencumbered Properties most recently computed as provided in the preceding sentence of this definition will be adjusted by subtracting the Unencumbered Property Value of the previous Unencumbered Properties which have been deleted from such list and by adding the Unencumbered Property Value of the Unencumbered Properties which have been added to such list; provided, however, that to the extent the addition of Unencumbered Properties located in the United Kingdom causes the aggregate Unencumbered Property Values of the Unencumbered Properties located in the United Kingdom to exceed four percent (4%) of the Value of All Encumbered Properties, the amount in excess of said 4% level will be excluded when computing the Value of All Unencumbered Properties. Variable Rate Indebtedness. The Loans and all other Indebtedness of the Borrower which bears interest at a rate which is not fixed either through maturity or for a term of at least thirty-six (36) months from the date that such fixed rate became effective. Voting Interests. Stock or similar ownership interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, (a) to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, partnership, trust or other business entity involved, or (b) to control, manage or conduct the business of the corporation, partnership, association, trust or other business entity involved. 1.2. Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer and, except as otherwise expressly stated, all use of accounting terms with respect to the Borrower shall reflect the consolidation of the financial statements of Borrower and the Related Companies. (f) The words "include", "includes" and "including" are not limiting. (g) All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in Massachusetts, have the meanings assigned to them therein. (h) Reference to a particular "" refers to that section of this Agreement unless otherwise indicated. (i) The words "herein", "hereof", "hereunder" and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (j) The words "so long as any Loan or Note is Outstanding" shall mean so long as such Loan or Note is not indefeasibly paid in full in cash. 2. TERM LOAN FACILITY. 2.1. Commitment to Lend. Subject to the provisions of 10 and the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower on the Closing Date the principal amount equal to such Bank's Commitment. Any amounts repaid pursuant to 3 may not be reborrowed. 2.2. The Notes. The Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (each a "Note"), and completed with appropriate insertions. One or more Notes shall be payable to the order of each Bank in an aggregate principal amount equal to such Bank's Commitment. The Borrower irrevocably authorizes each Bank to make or cause to be made, at or about the time of the Funding Date of any Loan or at the time of receipt of any payment of principal on such Bank's Note, an appropriate notation on such Bank's Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The Outstanding amount of the Loans set forth on such Bank's Record shall (absent manifest error) be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on the Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. 2.3. Interest on Loans. (a) Each Base Rate Loan shall bear interest for the period commencing with the Funding Date thereof and ending on the last day of the Interest Period with respect thereto at the Base Rate. (b) Each Eurodollar Rate Loan shall bear interest for the period commencing with the Funding Date thereof and ending on the last day of the Interest Period with respect thereto at the rate equal to the Applicable Margin per annum above the Eurodollar Rate determined for such Interest Period. (c) The Borrower unconditionally promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto. 2.4. Interest Options . The Loans advanced on the Closing Date shall be Eurodollar Rate Loans with an Interest Period of 6 months. After the expiration of such initial Interest Period, Outstanding Loans may be converted or continued as follows: (a) The Borrower may elect from time to time to convert any Outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to 2.4(b) and 2.4(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days, prior written notice of such election and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of Outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in 2.4 (a) ; provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to 2.4(a) or elect to continue a Eurodollar Rate Loan pursuant to 2.4(b) if, after giving effect thereto, there would be greater than four (4) Eurodollar Rate Loans Outstanding. Any request for a Eurodollar Rate Loan that would create greater than four (4) Eurodollar Rate Loans Outstanding shall be deemed to be a request for a Base Rate Loan. 2.5. Funds for Loans . (a) Subject to 10 and other provisions of this Agreement, not later than 11:00 a.m. (Boston time) on the Closing Date, each of the Banks will make available to the Agent, at the Agent's Head Office, in immediately available funds, the amount of such Bank's Commitment. Upon receipt from each Bank of such amount, and upon receipt of the documents required by 10 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Loans made available to the Agent by the Banks. The failure or refusal of any Bank to make available to the Agent at the aforesaid time and place on the Closing Date the amount of its Commitment shall not relieve any other Bank from its several obligation hereunder to make available to the Agent the amount of such other Bank's Commitment but shall not obligate any other Bank or Agent to fund more than its Commitment or to increase its Commitment. (b) The Agent may, unless notified to the contrary by any Bank prior to the Closing Date, assume that such Bank has made available to the Agent on such Closing Date the amount of such Bank's Facility Percentage of the Loans to be made on such Closing Date, and the Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Agent such amount on a date after such Closing Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such Bank's Commitment, times (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such Closing Date to the date on which the amount of such Bank's Commitment shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Bank. 3. REPAYMENT OF THE LOANS. 3.1. Maturity . The Borrower unconditionally promises to pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, all of the Loans Outstanding on such date, together with any and all accrued and unpaid interest and charges thereon. 3.2. Optional Repayments of Loans . The Borrower shall have the right, at its election, to repay the Outstanding amount of the Loans, as a whole or in part, on any Business Day, without penalty or premium; provided that the full or partial prepayment of the Outstanding amount of any Eurodollar Rate Loans made pursuant to this 3.2 may be made only on the last day of the Interest Period relating thereto, except as set forth below in this 3.2. The Borrower shall give the Agent no later than 10:00 a.m., Boston time, at least three (3) Business Days' prior written notice of any prepayment pursuant to this 3.2 of any Base Rate Loans and four (4) Eurodollar Business Days, notice of any proposed repayment pursuant to this 3.2 of any Eurodollar Rate Loans, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Bank of the principal amount of such payment to be received by such Bank. Each such partial prepayment of the Loans shall be in an integral multiple of $1,000,000 and shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Notwithstanding anything contained herein to the contrary, the Borrower may make a full or partial prepayment of a Eurodollar Rate Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in whole or in part) on such Loans shall be accompanied by, and the Borrower hereby promises to pay, a prepayment fee in an amount determined by the Agent in the following manner: (a) Fixed Rate Prepayment Fee. Borrower acknowledges that prepayment or acceleration of a Eurodollar Loan during an Interest Period shall result in the Banks incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, on the date a Eurodollar Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise ("Prepayment Date"), Borrower will pay to Agent, for the account of each Bank, (in addition to all other sums then owing), an amount ("Fixed Rate Prepayment Fee") determined by the Agent to be the amount, if any, by which (i) the amount of interest which would have accrued on the prepaid Eurodollar Rate Loan for the remainder of the Interest Period at the rate applicable to such Eurodollar Rate Loan exceeds (ii) the amount of interest that would accrue for the same period on any readily marketable bond or other obligation of the United States of America designated by the Agent in its sole discretion at or about the time of such payment, such bond or other obligation of the United States of America to be in an amount equal (as nearly as may be) to the amount of principal so paid and to have a maturity comparable to the remainder of such Interest Period, and the interest to accrue thereon to take account of amortization of any discount from par or accretion of premium above par at which the same is selling at the time of designation. (b) Upon the written notice to Borrower from Agent, Borrower shall immediately pay to Agent, for the account of the Banks, the Fixed Rate Prepayment Fee. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the parties hereto. (c) Borrower understands, agrees and acknowledges the following: (i) no Bank has any obligation to purchase, sell and/or match funds in connection with the use of the Eurodollar Rate as a basis for calculating the rate of interest on a Eurodollar Rate Loan; (ii) the Eurodollar Rate is used merely as a reference in determining such rate; and (iii) Borrower has accepted the Eurodollar Rate as a reasonable and fair basis for calculating such rate and a Fixed Rate Prepayment Fee. Borrower further agrees to pay the Fixed Rate Prepayment Fee, if any, whether or not a Bank elects to purchase, sell and/or match funds. 4. CERTAIN GENERAL PROVISIONS. 4.1. Facility Fees, Arrangement Fee and Agent's Fee . The Borrower shall pay to the Agent for the account of each of the Banks facility fees in the amount of 50 basis points of such Bank's Commitment. The Borrower shall pay to BankBoston arrangement fees and agency fees in the amounts specified in the fee agreement between BankBoston and the Borrower dated January 12, 1999. 4.2. Funds for Payments . (a) All payments of principal, interest, closing fees, commitment fees and any other amounts due hereunder (other than as provided in 4.1, 4.4 and 4.5) or under any of the other Loan Documents, and all prepayments, shall be made to the Agent, for the respective accounts of the Banks, at the Agent's Head Office, in each case in Dollars in immediately available funds. (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory liens, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower shall pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. 4.3. Computations . All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term "Interest Period" with respect to Eurodollar Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The Outstanding amount of the Loans as reflected on the Records from time to time shall (absent manifest error) be considered correct and binding on the Borrower unless within thirty (30) Business Days after receipt by the Agent or any of the Banks from Borrower of any notice by the Borrower of such Outstanding amount, the Agent or such Bank shall notify the Borrower to the contrary. 4.4. Additional Costs, Etc. If any present or future applicable law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or (d) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, the Commitment, or any class of loans or commitments of which any of the Loans or the Commitment forms a part; and the result of any of the foregoing is (i) to increase the cost to such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of the Commitments or any of the Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. 4.5. Capital Adequacy. If any present or future law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital required or expected to be maintained by banks or bank holding companies and any Bank or the Agent determines that the amount of capital required to be maintained by it is increased by or based upon the existence of the Loans made or deemed to be made pursuant hereto, then such Bank or the Agent may notify the Borrower of such fact, and the Borrower shall pay to such Bank or the Agent from time to time on demand, as an additional fee payable hereunder, such amount as such Bank or the Agent shall determine in good faith and certify in a notice to the Borrower to be an amount that will adequately compensate such Bank or the Agent in light of these circumstances for its increased costs of maintaining such capital. Each Bank and the Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. 4.6. Certificate. A certificate setting forth any additional amounts payable pursuant to 4.4 or 4.5 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be prima facie evidence that such amounts are due and owing. 4.7. Indemnity. In addition to the other provisions of this Agreement regarding any such matters, the Borrower agrees to indemnify each Bank and to hold each Bank harmless from and against any loss, cost or reasonable expense (including loss of anticipated profits) that such Bank may sustain or incur as a consequence of (a) a default by the Borrower in payment of the principal amount of or any interest on any Eurodollar Rate Loans as and when due and payable, including any such loss or expense caused by Borrower's breach or other default and arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its Eurodollar Rate Loans, (b) a default by the Borrower in making conversion after the Borrower has given (or is deemed to have given) a Conversion Request, and (c) the making of any payment of a Eurodollar Rate Loan or the making of any conversion of a Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain any such Eurodollar Rate Loan. 4.8. Interest on Overdue Amounts. Overdue principal and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents shall bear interest compounded monthly and payable on demand at a rate per annum equal to four percent (4%) above the Base Rate until such amount shall be paid in full (after as well as before judgment). In addition, the Borrower shall pay to the Agent a late charge equal to three percent (3%) of any amount of principal and/or interest and/or charges on the Loans which is not paid within ten (10) days of the date when due. 4.9 Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower) to the Borrower. In such event (a) any Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Loan, and (c) the obligations of the Banks to make Eurodollar Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower. 4.10. Illegality. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or in the interpretation or application thereof shall make it unlawful for any Bank to make or maintain Eurodollar Rate Loans, such Bank shall forthwith give notice of such circumstances to the Borrower and thereupon (a) the commitment of such Bank to make Eurodollar Rate Loans or convert Loans of another Type to Eurodollar Rate Loans shall forthwith be suspended and (b) the Eurodollar Rate Loans then Outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such Eurodollar Rate Loans or within such earlier period as may be required by law. The Borrower hereby agrees promptly to pay to the Agent for the account of such Bank, upon demand, any additional amounts necessary to compensate such Bank for any costs incurred by such Bank in making any conversion in accordance with this 4.10, including any interest or fees payable by such Bank to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. 4.11. Replacement of Banks. If any of the Banks shall make a notice or demand upon the Borrower pursuant to 4.4, 4.5, or 4.10 based on circumstances or laws which are not generally applicable to the Banks organized under the laws of the United States or any State thereof, the Borrower shall have the right to replace such Bank with an Eligible Assignee selected by the Borrower and approved by the Agent. In such event the assignment shall take place on a date set by the Agent at which time the assigning Bank and the Eligible Assignee shall enter into an Assignment and Acceptance as contemplated by 18.1 (and clause (d) thereof shall not be applicable) and the assigning Bank shall receive from the Eligible Assignee or the Borrower a sum equal to the Outstanding principal amount of the Loans owed to the assigning Bank together with accrued interest thereon allocated to the assigning Bank. 5. UNENCUMBERED PROPERTIES; NO LIMITATION ON RECOURSE. 5.1. Listing of Unencumbered Properties . The Borrower represents and warrants that each of the Real Estate Assets listed on Schedule 1.1 will on the Closing Date satisfy all of the conditions set forth in the definition of Unencumbered Property. From time to time during the term of this Agreement additional Real Estate Assets may become Unencumbered Properties and certain Real Estate Assets which previously satisfied the conditions set forth in the definition of Unencumbered Property may cease to be Unencumbered Properties by virtue of property dispositions, creation of Liens or other reasons. There shall be attached to each Compliance Certificate delivered pursuant to 7.4(d) or 7.12 an updated listing of the Unencumbered Properties relied upon by the Borrower in computing the Value of All Unencumbered Properties and the Unencumbered Net Operating Income stated in such Compliance Certificate. 5.2. Waivers by Requisite Banks. If any Real Estate Asset fails to satisfy any of the requirements contained in the definition of Unencumbered Property then the applicable Real Estate Asset may nevertheless be deemed to be Unencumbered Property hereunder if the Requisite Banks grant the necessary waivers and vote to accept such Real Estate Asset as an Unencumbered Property. 5.3. Rejection of Unencumbered Properties. If at any time the Agent determines that any Real Estate Asset listed as an Unencumbered Property by the Borrower does not satisfy all of the requirements of the definition of Unencumbered Property (to the extent not waived by the Requisite Banks pursuant to 5.2) it may reject an Unencumbered Property by notice to the Borrower and if the Agent so requests the Borrower shall revise the applicable Compliance Certificate to reflect the resulting change in the Value of All Unencumbered Properties and the Unencumbered Net Operating Income. 5.4. Change in Circumstances. If at any time during the term of this Agreement Borrower becomes aware that any of the representations contained in 6 are no longer accurate with respect to any Unencumbered Property, it will promptly so notify the Agent and either request a waiver pursuant to 5.2 or confirm that such Real Estate Asset is no longer an Unencumbered Property. If any waiver so requested is not granted by the Requisite Banks within ten (10) Business Days the Agent shall reject the applicable Unencumbered Property pursuant to 5.3. 5.5. No Limitation on Recourse. The Obligations are full recourse obligations of the Borrower and, to the extent provided in the applicable Guaranty, of the Guarantors, and all of their respective Real Estate Assets and other properties shall be available for the indefeasible payment in full in cash and performance of the Obligations. Notwithstanding anything to the contrary contained herein, the trustees of Liberty Property Trust shall have no personal liability of any nature under this document. The Agent and the Banks shall look solely to the assets of Liberty Property Trust to satisfy any liability or recourse against Liberty Property Trust hereunder. 5.6. Additional Guarantor Subsidiaries. If Borrower desires that a Real Estate Asset owned by a Related Company which is not previously a Guarantor Subsidiary become an Unencumbered Property, then provided that the applicable Related Company is at least 85% owned by Borrower, such Related Company may become a Guarantor Subsidiary upon delivery to the Agent the following, all in form and substance satisfactory to the Agent: (a) a Guaranty in substantially the form of the Guaranty executed and delivered by the Guarantor Subsidiaries prior to the Closing Date, (b) good standing certificates, general partner certificates, secretary certificates, opinions of counsel and such other documents as may be reasonably requested by the Agent. The Agent shall provide copies of said documents to the Banks. 6. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Agent and each of the Banks as follows: 6.1. Authority; Etc. (a) Organization; Good Standing. The Company (i) is a Maryland real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland, (ii) has all requisite power to own its properties and conduct its business as now conducted and as presently contemplated, and (iii) to the extent required by law is in good standing as a foreign entity and is duly authorized to do business in the States in which the Unencumbered Properties are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Materially Adverse Effect. The Borrower is a Pennsylvania limited partnership, and each Guarantor Subsidiary is a Pennsylvania limited partnership or a Pennsylvania corporation, and each such entity is duly organized, validly existing and in good standing under the laws of the State of its formation, has all requisite power to own its properties and conduct its business as presently contemplated and is duly authorized to do business in the States in which the Unencumbered Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effect. (b) Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower is to become a party and the transactions contemplated hereby and thereby (i) are within the authority of the Borrower, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and the Company as general partner of Borrower, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower or the Company is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or the Company and (iv) do not conflict with any provision of the Borrower's partnership agreement or Company's declaration of trust, charter documents or bylaws, or any agreement (except agreements as to which such a conflict would not result in a Material Adverse Effect) or other instrument binding upon, the Borrower or the Company or to which any of their properties are subject. The execution, delivery and performance of the Guaranty and the other Loan Documents to which any Guarantor is to become a party and the transactions contemplated hereby and thereby (i) are within the authority of such Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of such Guarantor, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to such Guarantor and (iv) do not conflict with any provision of such Guarantor's charter documents or bylaws, partnership agreement, declaration of trust, or any agreement (except agreements as to which such a conflict would not result in a Material Adverse Effect) or other instrument binding upon such Guarantor or to which any of such Guarantor's properties are subject. (c) Enforceability. The execution and delivery of this Agreement and the other Loan Documents to which the Borrower is or is to become a party will result in valid and legally binding obligations of the Borrower enforceable against it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of the Guaranty and the other Loan Documents to which any Guarantor is or is to become a party will result in valid and legally binding obligations of such Guarantor enforceable against such Guarantor in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors, rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. 6.2. Governmental Approvals. The execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which the Borrower or such Guarantor is or is to become a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing with, any governmental agency or authority other than those already obtained. 6.3. Title to Properties. (a) Either the Borrower or a Guarantor holds good and clear record and marketable fee simple title to the Unencumbered Properties, subject to no liens except for the Permitted Liens. (b) Except as indicated on Schedule 6.3 hereto, the Borrower owns all of the properties reflected in the balance sheet of the Borrower as at the Balance Sheet Date or acquired since that date (except properties sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens. 6.4. Financial Statements. The following financial statements have been furnished to each of the Banks. (a) A balance sheet of the Company as of the Balance Sheet Date, and a statement of operations and statement of cash flows of the Company for the fiscal year then ended, a balance sheet of the Borrower as of the Balance Sheet Date, and a statement of operations and statement of cash flows of the Borrower for the fiscal year then ended, all accompanied by an auditor's report prepared without qualification by Ernst & Young LLP. Such balance sheets and statements of operations and of cash flows have been prepared in accordance with generally accepted accounting principles and fairly present the financial condition of the Borrower and the Company, respectively as at the close of business on the date thereof and the results of operations and cash flows for the fiscal year then ended. There are no contingent liabilities of the Borrower or the Company, respectively, as of such date involving material amounts, known to the officers of the Company not disclosed in said balance sheet and the related notes thereto. (b) A balance sheet and a statement of operations and statement of cash flows of the Company and a balance sheet and a statement of operations and statement of cash flows of the Borrower for each of the fiscal quarters of the Company ended since the Balance Sheet Date which the Company's Responsible Officer certifies has been prepared in accordance with generally accepted accounting principles consistent with those used in the preparation of the annual audited statements delivered pursuant to paragraph (a) above and fairly represents the financial condition of the Company and the Borrower, respectively, as at the close of business on the dates thereof and the results of operations and of cash flows for the fiscal quarters then ended (subject to year-end adjustments). There are no contingent liabilities of the Borrower or the Company as of such dates involving material amounts, known to the officers of the Company, not disclosed in such balance sheets and the related notes thereto. (c) A statement prepared by the Borrower which sets forth the total Net Operating Income of the Unencumbered Properties for the fiscal quarter of the Borrower ended September 30, 1998. 6.5. No Material Changes, Etc. Since the Balance Sheet Date, there has occurred no material adverse change in the financial condition or assets or business of the Borrower as shown on or reflected in the balance sheet of the Borrower as of the Balance Sheet Date, or the statement of income for the fiscal year then ended, other than changes in the ordinary course of business that have not had any Material Adverse Effect either individually or in the aggregate. 6.6. Franchises, Patents, Copyrights, Etc. The Borrower possesses all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted without known conflict with any rights of others, except to the extent the Borrower's failure to possess the same does not have a Material Adverse Effect. 6.7. Litigation. Except as listed and described on Schedule 6.7 hereto, there are no actions, suits, proceedings or investigations of any kind pending or, to Borrower's knowledge, threatened against the Borrower, any Guarantor or any of the Related Companies before any court, tribunal or administrative agency or board that, if adversely determined, might, either in any case or in the aggregate, have a Material Adverse Effect or materially impair the right of the Borrower, any Guarantor or any of the Related Companies to carry on business substantially as now conducted by it, or which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto, or which would result in a Lien on any Unencumbered Property, or which will materially adversely affect the ability of the Borrower or any Guarantor to pay and perform the Obligations in the manner contemplated by this Agreement and the other Loan Documents. 6.8. No Materially Adverse Contracts, Etc. Neither the Borrower nor the Company is subject to any charter, trust or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. Neither the Borrower nor the Company is a party to any contract or agreement that has or is expected, in the judgment of the Company's officers, to have any Material Adverse Effect. 6.9. Compliance With Other Instruments, Laws, Etc. Neither the Borrower nor the Company is in violation of any provision of the Borrower's partnership agreement or of the Company's charter documents, by-laws, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could result in the imposition of substantial penalties or have a Material Adverse Effect. 6.10. Tax Status. Each of the Borrower and the Company (a) has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, and (b) has paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. 6.11. Event of Default. No Default or Event of Default has occurred and is continuing. 6.12. Investment Company Act. Neither the Borrower nor the Company is an "investment company", or an "affiliated company" or a "principal underwriter" of an "investment company", as such terms are defined in the Investment Company Act of 1940. 6.13. Absence of Financing Statements, Etc. There is no financing statement, security agreement, chattel mortgage, real estate mortgage, equipment lease, financing lease, option, encumbrance or other document existing, filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien or encumbrance on, or security interest in, any Unencumbered Property, except Permitted Liens. 6.14. Status of the Company. The Company (i) is a real estate investment trust as defined in Section 856 of the Code (or any successor provision thereto), (ii) has not revoked its election to be a real estate investment trust, (iii) has not engaged in any "prohibited transactions" as defined in Section 856(b)(6)(iii) of the Code (or any successor provision thereto), and (iv) for its current "tax year" (as defined in the Code) is, and for all prior tax years subsequent to its election to be a real estate investment trust has been, entitled to a dividends paid deduction which meets the requirements of Section 857 of the Internal Revenue Code. The common stock of the Company is listed for trading on the New York Stock Exchange. 6.15. Certain Transactions. Except as set forth on Schedule 6. 15 hereto, none of the officers or employees of the Borrower or any Guarantor are presently a party to any transaction with the Borrower or any Guarantor (other than for services as employees, officers and trustees) , including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, trustee or such employee or, to the knowledge of the Borrower and the Company, any corporation, partnership, trust or other entity in which any officer, trustee or any such employee or natural Person related to such officer, trustee or employee or other Person in which such officer, trustee or employee has a direct or indirect beneficial interest has a substantial interest or is an officer or trustee. 6.16. Benefit Plans: Multiemployer Plans: Guaranteed Pension Plans. As of the date hereof as to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, neither the Borrower nor any ERISA Affiliate maintains or contributes to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, except as may be set forth on Schedule 6.16. To the extent that Borrower or any ERISA Affiliate hereafter maintains or contributes to any Employee Benefit Plan or Guaranteed Pension Plan, it shall at all times do so in compliance with 7.16 hereof. 6.17. Regulations U and X. No portion of any Loan is to be used for the purpose of purchasing or carrying any "margin security" or "margin stock" as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224. 6.18. Environmental Compliance. The Borrower has caused Phase I environmental assessments to be conducted with respect to the Real Estate Assets. Based on the information contained in the reports received by Borrower with respect to said environmental assessments, Borrower makes the following representations and warranties: (a) Except as may be set forth on Schedule 6.18, to the best of Borrower's knowledge none of the Borrower, any Guarantor, any of the Related Companies or any operator of the Real Estate or any portion thereof, or any operations thereon is in violation, or alleged material violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters (hereinafter collectively referred to as the "Environmental Laws"), including without limitation, those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment, including, without limitation, the environmental statutes, regulations, orders and decrees of the States in which any of the Unencumbered Properties may be located, which violation would have a Material Adverse Effect or would materially decrease the value of an Unencumbered Property. (b) Except as set forth on Schedule 6.18 attached hereto, none of the Borrower, the Guarantors or the Related Companies has received written notice from any third party including, without limitation any federal, state or local governmental authority with respect to any of the Unencumbered Properties or otherwise if the same would have a Material Adverse Effect, (i) that it has been identified by the United States Environmental Protection Agency ("EPA") as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986) ; (ii) that any hazardous waste, as defined by 42 U.S.C. 9601(5), any hazardous substances as defined by 42 U.S.C. 9601(14), any pollutant or contaminant as defined by 42 U.S.C. 9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws ("Hazardous Materials") which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower, any Guarantor or any of the Related Companies conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Materials. (c) Except as set forth on Schedule 6.18 attached hereto and except to the extent the same would neither have a Material Adverse Effect nor materially decrease the value of an Unencumbered Property, (i) to the best of Borrower's knowledge no portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Materials except in material compliance with applicable Environmental Laws; and except as set forth on Schedule 6.18, no underground tank or other underground storage receptacle for Hazardous Materials is located on any portion of the Real Estate; (ii) in the course of any activities conducted by the Borrower, any Guarantor, any of the Related Companies or the operators of any Real Estate, or to the best of Borrower's knowledge, any ground or space tenants on any Real Estate, no Hazardous Materials have been generated or are being used on the Real Estate except in material compliance with applicable Environmental Laws; (iii) there has been no present, or to the best of Borrower's knowledge past, releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (a "Release") or threatened Release of Hazardous Materials on, upon, into or from any Real Estate; (iv) to the best of Borrower's knowledge, there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on; and (v) to the best of Borrower's knowledge, any Hazardous Materials that have been generated on any of the Real Estate have been transported off-site only by carriers having an identification number issued by the EPA, treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws, which transporters and facilities have been and are, to the best of the Borrower's knowledge, operating in material compliance with such permits and applicable Environmental Laws. Notwithstanding that any representation contained herein may be limited to the knowledge of the Borrower, any such limitation shall not affect the covenants specified in 7.10 or elsewhere in this Agreement. (d) None of the Real Estate is or shall be subject to any applicable environmental clean-up responsibility law or environmental restrictive transfer law or regulation, solely by virtue of the transactions set forth herein and contemplated hereby. 6.19. Subsidiaries and Affiliates. The Borrower has no Subsidiaries except for the Related Companies listed on Schedule 1.3 and does not have an ownership interest in any entity whose financial statements are not consolidated with the Borrower's except for the Permitted Joint Ventures listed on Schedule 1.3. Except as set forth on Schedule 6.19: (a) the Company is not a partner in any partnership other than Borrower and is not a member of any limited liability company; and (b) the Company owns no material assets other than its partnership interest in Borrower. 6.20. Loan Documents. All of the representations and warranties of the Borrower or any Guarantor made in the other Loan Documents or any document or instrument delivered or to be delivered to the Agent or the Banks pursuant to or in connection with any of such Loan Documents are true and correct in all material respects. 6.21. Buildings on the Unencumbered Properties. Except as set forth on Schedule 6.21, to the best of Borrower's knowledge there are no material defects in the roof, foundation, structural elements and masonry walls of the Buildings on the Unencumbered Properties or their heating, ventilating and air conditioning, electrical, sprinkler, plumbing or other mechanical systems which would materially decrease the value of such Unencumbered Property. 6.22. Year 2000 Compliance. The Borrower has (i) reviewed the areas within its business and operations which could be adversely affected by failure to become "Year 2000 Compliant" (that is that computer application, imbedded microchips and other systems used by the Borrower or its material vendors or property managers, will be able properly to recognize and perform date sensitive functions involving certain dates prior to and any date after December 31, 1999; (ii) developed a detailed plan and timetable to become Year 2000 Compliant in a timely manner; and (iii) committed adequate resources to support its Year 2000 plan. Based on such review and plan the Borrower reasonably believes that it will become Year 2000 Compliant on a timely basis except to the extent that a failure to do so will not have a Material Adverse Effect. 7. AFFIRMATIVE COVENANTS OF THE BORROWER. Borrower covenants and agrees as follows, so long as any Loan or Note is Outstanding: 7.1. Punctual Payment. The Borrower will unconditionally duly and punctually pay the principal and interest on the Loans and all other amounts provided for in the Notes, this Agreement, and the other Loan Documents all in accordance with the terms of the Notes, this Agreement and the other Loan Documents. 7.2. Maintenance of Office. The Borrower will maintain its chief executive office in Malvern, Pennsylvania or at such other place in the United States Of America as the Borrower shall designate upon written notice to the Agent to be delivered within fifteen (15) days of such change, where notices, presentations and demands to or upon the Borrower in respect of the Loan Documents may be given or made. 7.3. Records and Accounts. The Borrower will keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles. 7.4. Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the audited balance sheets of the Borrower and of the Company at the end of such year, and the related audited statements of operations and statements of cash flows and Funds From Operations and taxable income for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles on a consolidated basis including the Borrower and the Related Companies, and accompanied by an auditor's report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable to the Agent; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Borrower, copies of the unaudited balance sheets of the Borrower and of the Company as at the end of such quarter, and the related unaudited statements of operations and statements of Funds From Operations and estimated taxable income for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Borrower and of the Company on the date thereof (subject to year-end adjustments); provided, however, that for so long as the Borrower and the Company are filing form 10-Q with the SEC, the delivery of a copy thereof pursuant to paragraph (e) of this 7.4 shall be deemed to satisfy this paragraph (b); (c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for the Unencumbered Properties, prepared on a basis consistent with the statements furnished pursuant to 6.4 (c) , and certified by a Responsible Officer of the Company and, at the time of the annual financial statements referred to in subsection (a) above and at the time of quarterly financial statements referred to in subsection (b) above if requested by the Agent, a consolidating statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Property listed by address; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto signed by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (e) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC; (f) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners of the Borrower and copies of all corporate press releases promptly upon the issuance thereof; (g) from time to time such other financial data and information as the Agent may reasonably request; 7.5. Notices. (a) Defaults. The Borrower will promptly notify the Agent in writing of the occurrence of any Default or Event of Default. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting a Default or an Event of Default under this Agreement) under any note, evidence of Indebtedness, indenture or other obligation to which or with respect to which the Borrower, Guarantor or any of the Related Companies is a party or obligor, whether as principal or surety, and if the principal amount thereof exceeds $5,000,000, and such default would permit the holder of such note or obligation or other evidence of Indebtedness to accelerate the maturity thereof, the Borrower shall forthwith give written notice thereof to the Agent and each of the Banks, describing the notice or action and the nature of the claimed default. (b) Environmental Events. The Borrower will promptly notify the Agent in writing of any of the following events: (i) upon Borrower's obtaining knowledge of any violation of any Environmental Law regarding an Unencumbered Property or any Real Estate or Borrower's operations which violation could have a Material Adverse Effect; (ii) upon Borrower's obtaining knowledge of any potential or known Release, or threat of Release, of any Hazardous Substance at, from, or into an Unencumbered Property or any Real Estate which it reports in writing or is reportable by it in writing to any governmental authority and which is material in amount or nature or which could materially affect the value of such Unencumbered Property or which could have a Material Adverse Effect; (iii) upon Borrower's receipt of any notice of violation of any Environmental Laws or of any Release or threatened Release of Hazardous Substances, including a notice or claim of liability or potential responsibility from any third party (including without limitation any federal, state or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) Borrower's or any Person's operation of an Unencumbered Property or any Real Estate if the same would have a Material Adverse Effect, (3) contamination on, from or into an Unencumbered Property or any Real Estate if the same would have a Material Adverse Effect, or (C) investigation or remediation of off-site locations at which Borrower or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Substances; or (iv) upon Borrower's obtaining knowledge that any expense or loss has been incurred by such governmental authority in connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which Borrower, Guarantor or any of the Related Companies may be liable or for which a lien may be imposed on an Unencumbered Property. (c) Notification of Liens Against Unencumbered Properties or Other Material Claims. The Borrower will, immediately upon becoming aware thereof, notify the Agent in writing of any Liens (except Permitted Liens) placed upon or attaching to any Unencumbered Properties or of any other setoff, claims (including environmental claims), withholdings or other defenses which could have a Material Adverse Effect. (d) Notice of Litigation and Judgments. The Borrower will give notice to the Agent in writing within fifteen (15) days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting any of the Unencumbered Properties or affecting the Borrower, Guarantor or any of the Related Companies or to which the Borrower, Guarantor or any of the Related Companies is or is to become a party involving an uninsured claim (or as to which the insurer reserves rights) against the Borrower, Guarantor or any of the Related Companies that at the time of giving of notice could reasonably be expected to have a Materially Adverse Effect, and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail satisfactory to the Agent, within ten (10) days of any judgment not covered by insurance, final or otherwise, against the Borrower in an amount in excess of $1,000,000. (e) Notice of Rating Changes. The Borrower will immediately notify the Agent in writing of the occurrence of any change in the Moody's Rating or in the S&P Rating. 7.6. Existence; Maintenance of REIT Status; Maintenance of Properties. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a Maryland trust and its status as a self administered real estate investment trust under the Code and the existence of Borrower as a Pennsylvania limited partnership. The common stock of the Company will at all times be listed for trading on either the New York Stock Exchange or the American Stock Exchange. The Borrower will do or cause to be done all things necessary to preserve and keep in full force all of its rights and franchises which in the judgment of the Borrower may be necessary to properly and advantageously conduct the businesses being conducted by it, the Company or any of the Related Companies. The Borrower (a) will cause all of the properties used or useful in the conduct of the business of Borrower, the Company or any of the Related Companies to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will continue to engage primarily in the businesses now conducted by it and in related businesses. 7.7. Insurance. With respect to the Real Estate Assets and other properties and businesses of Borrower, the Guarantors and the Related Companies, the Borrower will maintain or cause to be maintained insurance with financially sound and reputable insurers against such casualties and contingencies as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent. With respect to the Unencumbered Properties, such insurance will include all risk casualty insurance for the replacement cost of all Buildings including loss of rents for 12 months and, to the extent available, flood insurance. Commercial general liability insurance shall include an excess liability policy with limits of at least $50,000,000. 7.8. Taxes. The Borrower will pay real estate taxes, other taxes, assessments and other governmental charges against the Real Estate Assets before the same become delinquent, and will duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its other properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid might by law become a lien or charge upon any of its properties; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower shall have set aside on its books adequate reserves with respect thereto; and provided further that the Borrower will pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. 7.9. Inspection of Properties and Books. The Borrower shall permit the Banks, through the Agent or any of the Banks' other designated representatives, to visit and inspect any of the Unencumbered Properties, to examine the books of account of the Borrower, the Company and the Related Companies (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent or any Bank may reasonably request. 7.10 Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will comply, and will cause each Guarantor and all Related Companies to comply, with (a) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (b) the provisions of all applicable partnership agreements, charter documents and by-laws, (c) all agreements and instruments to which it is a party or by which it or any of its Real Estate Assets may be bound including the Leases, and (d) all applicable decrees, orders, and judgments except (with respect to (a) through (d) above) to the extent such non-compliance would not have a Material Adverse Effect. If at any time any permit or authorization from any governmental Person shall become necessary or required in order that the Borrower or any Guarantor may fulfill or be in compliance with any of its obligations hereunder or under any of the Loan Documents, the Borrower will immediately take or cause to be taken all reasonable steps within the power of the Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Banks with evidence thereof. 7.11. Use of Proceeds. The proceeds of the Loans shall be used by the Borrower for repayment of loans outstanding under the Revolving Facility on the Closing Date, for making Investments permitted by 8.2, and for working capital and other purposes consistent with the covenants contained herein. 7.12 Notices of Significant Transactions. The Borrower will notify the Agent in writing prior to the closing of any of the following transactions pursuant to a single transaction or a series of related transactions: (a) The sale or transfer of one or more Real Estate Assets for an aggregate sales price or other consideration of $10,000,000 or more. (b) The creation of a Lien on any one or more Real Estate Assets which, if the same were an Unencumbered Property, would have an aggregate Unencumbered Property Value (based on the most recently ended fiscal quarter for which financial statements have been provided pursuant to 7.4) of $10,000,000 or more. (c) The creation of Indebtedness of Borrower exceeding $10,000,000. (d) The sale or transfer of the ownership interest of Borrower or any of the Related Companies in any of the Related Companies or the Permitted Joint Ventures if the aggregate consideration received by the Borrower or the Related Companies in connection with such transaction exceeds $10,000,000. Each notice given pursuant to this 7.12 shall be accompanied by a Compliance Certificate including an updated list of Unencumbered Properties and demonstrating in reasonable detail compliance, after giving effect to the proposed transaction, with the covenants contained in 9.1 through 9.10. 7.13. Further Assurance. The Borrower will cooperate with the Agent and the Banks and execute such further instruments and documents and perform such further acts as the Agent and the Banks shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents. 7.14. Environmental Indemnification. The Borrower covenants and agrees that it will indemnify and hold the Agent and each Bank harmless from and against any and all claims, expense, damage, loss or liability incurred by the Agent or any Bank (including all reasonable costs of legal representation incurred by the Agent or any Bank, but excluding, as applicable, for the Agent or a Bank any claim, expense, damage, loss or liability as a result of the gross negligence or willful misconduct of the Agent or such Bank) relating to (a) any Release or threatened Release of Hazardous Substances on any Unencumbered Property or any Real Estate; (b) any violation of any Environmental Laws with respect to conditions at any Unencumbered Property or any Real Estate or the operations conducted thereon; or (c) the investigation or remediation of off-site locations at which the Borrower or its predecessors are alleged to have directly or indirectly disposed of Hazardous Substances. It is expressly acknowledged by the Borrower that this covenant of indemnification shall survive the payment of the Loans and shall inure to the benefit of the Agent and the Banks, and their successors and assigns. 7.15. Response Actions. The Borrower covenants and agrees that if any Release or disposal of Hazardous Substances shall occur or shall have occurred on any Unencumbered Property or any other Real Estate if the same would have a Material Adverse Effect, the Borrower will cause the prompt containment and removal of such Hazardous Substances and remediation of such Unencumbered Property or Real Estate as necessary to comply with all Environmental Laws or to preserve the value of such Unencumbered Property or Real Estate to the extent necessary to avoid a Material Adverse Effect. 7.16. Employee Benefit Plans. (a) Representation. The Borrower and its ERISA Affiliates do not currently maintain or contribute to any Employee Benefit Plan, Guaranteed Pension Plan or Multiemployer Plan except as set forth on Schedule 6.16. (b) Notice. The Borrower will obtain the consent of the Agent prior to the establishment of any Employee Benefit Plan or Guaranteed Pension Plan by the Borrower or any ERISA Affiliate. (c) In General. Each Employee Benefit Plan maintained by the Borrower or any ERISA Affiliate will be operated in compliance in all material respects with the provisions of ERISA and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions. (d) Terminability of Welfare Plans. With respect to each Employee Benefit Plan maintained by the Borrower or an ERISA Affiliate which is an employee welfare benefit plan within the meaning of 3(1) or 3(2)(B) of ERISA, the Borrower, or the ERISA Affiliate, as the case may be, has the right to terminate each such plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) without liability other than liability to pay claims incurred prior to the date of termination. (e) Multiemployer Plans. Without the consent of the Agent, the Borrower will not enter into, maintain or contribute to, any multiemployer Plan. (f) Unfunded or Underfunded Liabilities. The Borrower will not, at any time, have accruing unfunded or underfunded liabilities with respect to any Employee Benefit Plan, Guaranteed Pension Plan or Multiemployer Plan, or permit any condition to exist under any Multiemployer Plan that would create a withdrawal liability. 7.17 Required Interest Rate Contracts. Commencing on the Closing Date and thereafter until all Loans are paid in full, the Borrower shall maintain in effect Interest Rate Contracts in form reasonably satisfactory to the Agent covering that portion of Borrower's Variable Rate Indebtedness equal to the amount by which Borrower's Variable Rate Indebtedness exceeds 20% of Total Assets. Except as may otherwise be approved by the Requisite Banks, Interest Rate Contracts required hereby shall have the effect of fixing the interest rate on the applicable Variable Rate Indebtedness at an all-in rate not higher than ten percent (10%) per annum. 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. The Borrower covenants and agrees as follows, so long as any Loan or Note is Outstanding: 8.1 Restrictions on Recourse Indebtedness. Except with the prior written consent of the Requisite Banks, the Borrower will not, and the Borrower will not permit any Guarantor, any of the Related Companies or any Permitted Joint Venture to create, incur, assume, guarantee or become or remain liable, contingently or otherwise, or agree not to do any of same with respect to any Recourse Indebtedness other than: (a) Indebtedness to the Banks arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of 7.8; (d) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness presently outstanding under the Subordinated Debenture Indenture consisting of the Subordinated Debentures in the aggregate amount of approximately $104,000,000 as of September 30, 1998; (g) Indebtedness under unsecured term notes presently outstanding or which may be hereafter issued by Borrower provided that the weighted average maturity date of all such term notes (including the Notes under this Facility) outstanding at any time shall not be earlier than May 20, 2001. If more than one issue or series of such unsecured term notes is outstanding at any time, the foregoing weighted average maturity date shall be computed on an aggregate basis including all issues or series of such notes; (h) Indebtedness under the Revolving Credit Agreement in the maximum amount of $325,000,000; (i) Recourse Indebtedness other than that described in other paragraphs of this 8.1 up to a maximum principal amount outstanding at any time equal to four percent (4%) of Total Assets at such time. (j) Indebtedness of the Borrower or a Related Company to the Borrower or a Related Company provided that any such Indebtedness to a Related Company that is not a Guarantor must be fully subordinated to the Obligations. 8.2. Restrictions on Investments. The Borrower will not, and will not permit Guarantor, any of the Related Companies or any Permitted Joint Venture to make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) demand deposits, certificates of deposit, money market accounts, bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000 or repurchase obligations with a term of not more than 7 days with such banks for underlying securities of the type described in clause (a) of this 8.2; (c) securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than " P 1 " if rated by Moody's Investors Services, Inc. , and not less than "A 1" if rated by Standard and Poor's and participations in short term commercial loans made to such corporations by a commercial bank which provides cash management services to the Borrower; (d) Investments existing or contemplated on the date hereof and listed on Schedule 8.2(d) hereto; (e) Investments made in the ordinary course of the Borrower's business, in (i) mortgages and notes receivable, (ii) Permitted Joint Ventures (to the extent permitted by 8.3), (iii) Interest Rate Contracts, or (iv) undeveloped land provided that aggregate Investments in undeveloped land shall not at any time exceed 8% of Total Assets; (f) Investments in Permitted Acquisitions; (g) Investments in Permitted Developments which shall not exceed 25% of Total Assets; provided that within said aggregate limit Investments in Permitted Developments which are not Permitted Build-to- Suit Developments shall not exceed 15% of Total Assets. 8.3. Merger, Consolidation and Other Fundamental Changes. The Borrower will not, and will not permit the Company, any of the Related Companies or any Permitted Joint Venture to (i) become a party to any merger or consolidation, or (ii) agree to or effect any property acquisition or stock acquisition (other than Permitted Acquisitions in compliance with the other terms of this Agreement) , or (iii) enter into any joint venture or invest in any Permitted Joint Venture unless prior to such transaction the Borrower has provided the Agent with a notice describing such transaction and, if the reasonably expected financial impact on the Borrower as reflected on its balance sheet arising from all transactions described in this 8.3 shall exceed 15% of Total Assets, the Borrower shall have obtained the prior consent of the Requisite Banks provided , however, that this 8.3 shall not be applicable to (A) any merger, consolidation or transfer among the Borrower's wholly-owned subsidiaries other than Guarantors, (B) any merger or consolidation of a Guarantor Subsidiary into the Borrower or any transfer from a Guarantor Subsidiary to the Borrower, or (C) any merger or consolidation with respect to which all of the following are satisfied: (1) the surviving entity is Borrower, the Company or any Guarantor Subsidiary, (2) the other entity or entities involved in such merger or consolidation are engaged in the same line of business as Borrower, and (3) following such transaction, the Borrower and the Company will not be in breach of any of the covenants, representations or warranties of this Agreement. Except as set forth on Schedule 6.19, the Company will not own or acquire any material assets other than its partnership interest in the Borrower. If the Company is the surviving entity in a merger, the assets acquired pursuant thereto will be immediately transferred to the Borrower. 8.4. Sale and Leaseback. The Borrower will not enter into any arrangement, directly or indirectly, whereby the Borrower shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower intends to use for substantially the same purpose as the property being sold or transferred. The Borrower will not permit the Company, any of the Related Companies or any Permitted Joint Venture to enter into any such arrangement. 8.5. Compliance with Environmental Laws. The Borrower will not do, and will not permit the Company, any of the Related Companies or any Permitted Joint Venture to do, any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Materials except for immaterial amounts of Hazardous Materials used in the routine maintenance and operation of the Real Estate and in compliance with applicable law, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Materials except in material compliance with Environmental Laws, (c) generate any Hazardous Materials on any of the Real Estate except in material compliance with Environmental Laws, or (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a Release. 8.6. Distributions. Borrower shall not permit the total Distributions by it and the Company during any fiscal year to exceed 90% of Funds from Operations for such year and shall not permit there to be more than two consecutive fiscal quarters during which the total Distributions by Borrower and the Company during each fiscal quarter exceed 100% of Funds from Operations for such fiscal quarter except that such limitations may be exceeded to the extent necessary for the Company to maintain its REIT status provided that the Company provides the Agent with a letter from its accountants or attorneys setting forth the basis for computation of the amount of such necessary excess Distributions. During any period when any Default or Event of Default has occurred and is continuing total Distributions by the Borrower and the Company will not exceed the minimum amount necessary for the Company to maintain its REIT status. 9. FINANCIAL COVENANTS OF THE BORROWER. The Borrower covenants and agrees as follows, so long as any Loan or Note is Outstanding: 9.1. Value of All Unencumbered Properties. The Borrower will not at any time permit the Value of All Unencumbered Properties to be less than one hundred seventy five percent (175%) of the outstanding balance of Unsecured Indebtedness. 9.2. Minimum Debt Service Coverage. The Borrower will not at any time permit the Outstanding principal amount of the Loans to exceed an amount such that: (a) the Unencumbered Net Operating Income, divided by (b) Pro Forma Unsecured Debt Service Charges would be less than 1.5 for any fiscal quarter of Borrower. 9.3. Total Liabilities to Total Assets. The Borrower will not at any time permit Total Liabilities to exceed sixty percent (60%) of Total Assets. 9.4. Total Liabilities minus Subordinated Indebtedness to Total Assets. The Borrower will not at any time permit Total Liabilities minus the outstanding balance of Subordinated Indebtedness to exceed fifty-five percent (55%) of Total Assets. 9.5. Maximum Secured Debt. The Borrower will not at any time permit the outstanding balance of Secured Indebtedness to exceed thirty percent (30%) of Total Assets. 9.6. Minimum Tangible Net Worth. The Borrower will not at any time permit the Tangible Net Worth of either the Borrower or the Company to be less than $944,475,000 plus 75% of Net Offering Proceeds. 9.7. Total Operating Cash Flow to Interest Expense. The Borrower will not permit the ratio of its Total Operating Cash Flow to Interest Expense to be less than 1.85 to 1.0 for any fiscal quarter. 9.8. Total Operating Cash Flow to Senior Interest Expense. The Borrower will not permit the ratio of its Total Operating Cash Flow to Senior Interest Expense to be less than 2.2 to 1.0 for any fiscal quarter. 9.9. EBITDA to Fixed Charges. The Borrower will not permit the ratio of its EBITDA to Fixed Charges to be less than 1.75 to 1.0 for any fiscal quarter. 9.10. Aggregate Occupancy Rate. The Borrower will not at any time permit the Aggregate Occupancy Rate to be less than eighty-five percent (85%). 10. CONDITIONS TO EFFECTIVENESS. This Agreement shall become effective when each of the following conditions precedent have been satisfied: 10.1. Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to each of the Banks. Each Bank shall have received a fully executed copy of each such document prior to or on the Closing Date. 10.2. Certified Copies of Organization Documents; Good Standing Certificates. The Agent shall have received (i) a Certificate of the Company to which there shall be attached complete copies of the Borrower's Limited Partnership Agreement and its Certificate of Limited Partnership, certified as of a recent date by the Secretary of State of Pennsylvania, (ii) Certificates of Good Standing for the Borrower from the State of Pennsylvania and each State in which an Unencumbered Property is located, (iii) a copy of the Company's Declaration of Trust certified by the Maryland Secretary of State, (iv) Certificates of Good Standing for the Company from the State of Maryland and each State in which an Unencumbered Property is located, and (v) certificates of good standing and certificates from the Borrower with respect to the provisions of partnership agreements and certificates of limited partnership of the Guarantor Subsidiaries. 10.3. By-laws; Resolutions. All action on the part of the Borrower and each Guarantor necessary for the valid execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. The Agent shall have received from the Company true copies of its by-laws and the resolutions adopted by its Board of Directors authorizing the transactions described herein, each certified by its secretary to be true and complete and in effect on the Closing Date. 10.4. Incumbency Certificate; Authorized Signers. The Agent shall have received from the Company an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Company and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of the Company (in its own capacity and as general partner on behalf of Borrower and on behalf of each Guarantor Subsidiary which is a partnership), each of the Loan Documents to which the Borrower or any Guarantor is or is to become a party; (b) to make Conversion Requests; and (c) to give notices and to take other action on behalf of the Borrower under the Loan Documents. 10.5. Opinions of Counsel Concerning Organization and Loan Documents. Each of the Banks and the Agent shall have received favorable opinions from Borrower's counsel addressed to the Banks and the Agent and dated as of the Closing Date, in substantially the same form as the opinions delivered in connection with the Revolving Credit Agreement, copies of which are attached hereto as Exhibit D. 10.6. Payment of Fees. The Borrower shall have paid to the Agent the fees pursuant to 4.1 and shall have paid all other expenses as provided in 15 hereof then outstanding. 10.7. Conditions to Disbursement. All Conditions to Disbursement of the Loans under 11 shall have been satisfied. 11. CONDITIONS TO DISBURSEMENT OF LOANS. The obligations of the Banks to make the Loans on the Closing Date, shall also be subject to the satisfaction of the following conditions precedent: 11.1. Representations True; No Event of Default; Compliance Certificate. Each of the representations and warranties of the Borrower and the Company contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of the Loans, with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date); the Borrower shall have performed and complied with all terms and conditions herein required to be performed by it or prior to the Closing Date; and no Default or Event of Default shall have occurred and be continuing on the Closing Date. Each of the Banks shall have received a Compliance Certificate of the Borrower signed by a Responsible Officer to such effect, which certificate will include, without limitation, computations evidencing compliance with the covenants contained in 9.1 through 9.10 hereof after giving effect to the making of the Loans. 11.2. No Legal Impediment. No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Bank would make it illegal for such Bank to make such Loan. 11.3. Governmental Regulation. Each Bank shall have received such statements in substance and form reasonably satisfactory to such Bank as such Bank shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System. 11.4. Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement, the other Loan Documents and all other documents incident thereto shall be reasonably satisfactory in substance and in form to the Agent, and the Banks shall have received all information and such counterpart originals or certified or other copies of such documents as the Agent may reasonably request. 12. EVENTS OF DEFAULT; ACCELERATION; ETC. 12.1. Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans within five (5) days after the same shall become due and payable; (b) the Borrower shall fail to pay any interest on the Loans or any other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable; (c) the Borrower or the Company shall fail to comply with any of its covenants contained in 7.5, the first sentence of 7.6, 7.7, 7.12, 8 or 9 hereof; (d) the Borrower or any Guarantor shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12) for thirty (30) days after written notice of such failure from Agent to the Borrower; (e) any representation or warranty of the Borrower in this Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Agreement, shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated, provided, however, that with respect to the representations and warranties of the Borrower contained in 6.2, 6.3, 6.13, 6.18 and 6.21, if the condition or event making the representation and warranty false is capable of being cured by the Borrower, no enforcement action has been commenced against the Borrower or the applicable Unencumbered Property on account of such condition or event nor is the applicable Unencumbered Property subject to risk of forfeiture due to such condition or event, and the Borrower promptly commences the cure thereof after the Borrower's first obtaining knowledge of such condition or event, the Borrower shall have a period of thirty (30) days after the date that the Borrower first obtained knowledge of such condition or event during which the Borrower may cure such condition or event (or, if such condition or event is not reasonably capable of being cured within such thirty (30) day period, such additional period of time as may be reasonably required in order to cure such condition or event but in any event such period shall not exceed six (6) months from the date that the Borrower first obtained knowledge of such condition or event), and no Event of Default shall exist hereunder during such thirty (30) day or additional period so long as the Borrower continuously and diligently pursues the cure of such condition or event and the other conditions to such cure period have not changed; (f) the Borrower, the Company, any of the Related Companies or any Permitted Joint Venture shall fail to pay at maturity, or within any applicable period of grace, any Recourse Indebtedness, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, and in any event, such failure shall continue for thirty (30) days, unless the aggregate amount of all such defaulted Recourse Indebtedness plus the amount of any unsatisfied judgments described in paragraph (i) of this 12.1 is less than $30,000,000.00; (g) any of the Borrower, the Company or any Guarantor shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any substantial part of its properties or shall commence any case or other proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any such Person and such Person shall indicate its approval thereof, consent thereto or acquiescence therein or any of the events described in this paragraph shall occur with respect to any other Related Company or any Permitted Joint Venture and such event shall have a Material Adverse Effect; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower, the Company, or any Guarantor bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower, the Company, or any Guarantor in an involuntary case under federal bankruptcy laws as now or hereafter constituted or any of the events described in this paragraph shall occur with respect to any other Related Company or any Permitted Joint Venture and such event shall have a Material Adverse Effect; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not consecutive, any uninsured final judgment against the Borrower that, with other outstanding uninsured final judgments, undischarged, against the Borrower, the Company or any of the Related Companies plus the amount of any defaulted Recourse Indebtedness under paragraph (f) of this 12.1, exceeds in the aggregate $30,000,000.00; (j) if any of the Loan Documents or any material provision of any Loan Documents shall be unenforceable, cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Agent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any Guarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any Guarantor shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of the Borrower; (l) the Borrower shall fail to pay, observe or perform any term, covenant, condition or agreement contained in any agreement, document or instrument evidencing, securing or otherwise relating to any Indebtedness of the Borrower to any Bank (other than the Obligations) and/or relating to any Permitted Lien (other than the Obligations) within any applicable period of grace provided for in such agreement, document or instrument; (m) any "Event of Default", as defined in any of the other Loan Documents, in the Revolving Credit Agreement or in the Subordinated Debenture Indenture, shall occur; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Requisite Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g) or 12.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or action by the Requisite Banks. 12.2. Remedies. In case any one or more of the Events of Default shall have occurred, and whether or not the Requisite Banks shall have accelerated the maturity of the Loans pursuant to 12.1, each Bank, if owed any amount with respect to the Loans, may, with the consent of the Requisite Banks, direct the Agent to proceed to protect and enforce the rights and remedies of the Agent and the Banks under this Agreement, the Notes or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced and, if any amount shall have become due, by declaration or otherwise, to proceed to enforce the payment thereof or any other legal or equitable right of such Bank. No remedy herein conferred upon any Bank or the Agent or the holder of any Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. 12.3. Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Banks under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Requisite Banks may determine; provided, however, that distribution in respect of such Obligations shall be made among the Banks pro rata in accordance with each Bank's respective Facility Percentage; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Requisite Banks and the Agent of all of the obligations, and to the payment of any obligations required to be paid pursuant to 9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. 13. SETOFF. During the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from any of the Banks to the Borrower and any securities or other property of the Borrower in the possession of such Bank may be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. 14. THE AGENT. 14.1. Authorization . The Agent is authorized to take such action on behalf of each of the Banks and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent, together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent. The relationship between the Agent and the Banks is and shall be that of agent and principal only, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Bank. 14.2. Employees and Agents . The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent in its sole discretion may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower. 14.3. No Liability . Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent or employee thereof, shall be liable for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other Person, as the case may be, may be liable for losses due to its willful misconduct or gross negligence. 14.4. No Representations . The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrower, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any instrument at any time constituting, or intended to constitute, collateral security for the Notes. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Banks, with respect to the credit worthiness or financial condition of the Borrower. Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank has been independently represented by separate counsel on all matters regarding this Agreement. 14.5. Payments . (a) A payment by the Borrower to the Agent hereunder or any of the other Loan Documents for the account of any Bank shall constitute a payment to such Bank subject to the pro rata rights to repayment based upon the Facility Percentage of each Bank. The Agent agrees promptly to distribute to each Bank such Bank's pro rata share of payments received by the Agent for the account of the Banks except as otherwise expressly provided herein or in any of the other Loan Documents. (b) If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court. (c) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, any Bank that fails (i) to make available to the Agent its pro rata share of any Loan or (ii) to comply with the provisions of 13 with respect to making dispositions and arrangements with the other Banks, where such Bank's share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case as, when and to the full extent required by the provisions of this Agreement, or to adjust promptly such Bank's outstanding principal and its pro rata Facility Percentage as provided in 2.1 hereof, shall be deemed delinquent (a "Delinquent Bank") and shall be deemed a Delinquent Bank until such time as such delinquency is satisfied. A Delinquent Bank shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of Outstanding Loans, interest, fees or otherwise, to the remaining nondelinquent Banks for application to, and reduction of, their respective pro rata shares of all Outstanding Loans. The Delinquent Bank hereby authorizes the Agent to distribute such payments to the nondelinquent Banks in proportion to their respective pro rata shares of all Outstanding Loans. A Delinquent Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all Outstanding Loans of the nondelinquent Banks, the Banks' respective pro rata shares of all Outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. (d) If any amount which the Agent is required to distribute to the Banks pursuant to this 14.5 is actually distributed to any Bank on a date which is later than the first Business Day following the Agent's receipt of the corresponding payment from the Borrower, the Agent shall pay to such Bank on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such late distribution to such Bank, times (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including the second Business Day after the Agent's receipt of such corresponding payment from the Borrower to the date on which the amount so required to be distributed to such Bank actually is distributed, and the denominator of which is 365. 14.6. Holders of Notes. The Agent may deem and treat the payee of any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder assignee or transferee. 14.7. Indemnity. The Banks ratably agree hereby to indemnify and hold harmless the Agent from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been reimbursed by the Borrower as required by 15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby or thereby, or the Agent's actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Agent's willful misconduct or gross negligence. 14.8. Agent as Bank. In its individual capacity, BankBoston shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also the Agent. 14.9. Resignation. The Agent may resign at any time by giving sixty (60) days, prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Requisite Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, appointment of such successor Agent shall be subject to the reasonable approval of the Borrower. If no successor Agent shall have been so appointed by the Requisite Banks and shall have accepted such appointment within thirty (30) days after the giving of notice of resignation or removal of the Borrower has disapproved or failed to approve a successor agent within such period, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A2/P2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent hereunder. After any retiring Agent's resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. 14.10. Notification of Defaults and Events of Default and other Notices. Each Bank hereby agrees that, upon learning of the existence of a Default or an Event of Default, it shall promptly notify the Agent thereof. The Agent hereby agrees that upon receipt of any notice under this 14.10, or upon it otherwise learning of the existence of a Default or an Event of Default, it shall promptly notify the other Banks of the existence of such Default or Event of Default. The Agent shall also promptly provide each Bank with a copy of any notices which the Agent receives from the Borrower pursuant to 7.5 or 7.12. 14.11. Duties in the Case of Enforcement. In case one of more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent may, with the consent of the Requisite Banks (which consents may be obtained orally in emergency situations), and the Agent shall, if (a) so requested by the Requisite Banks and (b) the Banks have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of the Loan Documents and exercise all or any such other legal and equitable and other rights or remedies as it may have. The Requisite Banks may direct the Agent in writing as to the method and the extent of any such enforcement actions, the Banks hereby agreeing to indemnify and hold the Agent harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. 14.12. Mandatory Resignation of Agent. In the event that the Agent enters into one or more Assignments pursuant to 18 having the effect of reducing the Agent's Facility Percentage to less than 10% then the Agent shall promptly so notify the Banks. Upon the written request of any Bank whose Facility Percentage exceeds that of the Agent, which written request is made within thirty (30) days after the Agent's notice that its Facility Percentage is below such minimum level, the Agent shall be obligated to resign pursuant to 14.9. Further, the Agent shall be obligated to resign pursuant to 14.9 upon the written request made for cause by Banks whose aggregate Facility Percentages constitute at least sixty-six percent (66%) of the total Facility Percentages excluding the Facility Percentage of the Bank which is then the Agent hereunder. 15. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) any taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Banks (other than taxes based upon the Agent's or any Bank's net income), including any recording, mortgage, documentary or intangibles taxes in connection with the Loan Documents, or other taxes payable on or with respect to the transactions contemplated by this Agreement, including any taxes payable by the Agent or any of the Banks after the Closing Date (the Borrower hereby agreeing to indemnify the Banks with respect thereto), (c) all title examination costs, appraisal fees, engineers', inspectors' and surveyors' fees, recording costs and the reasonable fees, expenses and disbursements of the Agent's counsel or any local counsel to the Agent incurred in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein, each closing hereunder, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the fees, costs, expenses and disbursements of the Agent incurred in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein including without limitation, the costs incurred by the Agent in connection with its inspection of the Unencumbered Properties, and the fees and disbursements of the Agent's counsel and the Borrower's legal counsel in preparing documentation, (e) the fees, costs, expenses and disbursements of the Agent incurred in connection with the syndication and/or participation of the Loans, (f) all reasonable out-of-pocket expenses (including reasonable attorneys' fees and costs, which attorneys may be employees of any Bank or the Agent and the fees and costs of appraisers, engineers, investment bankers, surveyors or other experts retained by the Agent or any Bank in connection with any such enforcement proceedings) incurred by any Bank or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or the administration thereof after the occurrence of a Default or Event of Default (including, without limitation, expenses incurred in any restructuring and/or "workout" of the Loans), and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent's or the Bank's relationship with the Borrower, the Company, any Permitted Joint Venture or any of the Related Companies, (g) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches, and (h) all costs incurred by the Agent in the future in connection with its inspection of the Unencumbered Properties. The covenants of this 15 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes. 16. INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless the Agent and the Banks and the shareholders, directors, agents, officers, subsidiaries, and affiliates of the Agent and the Banks from and against any and all claims, actions or causes of action and suits whether groundless or otherwise, and from and against any and all Liabilities, losses, settlement payments, obligations, damages and expenses of every nature and character arising out of this Agreement or any of the other Loan Documents or the transactions contemplated hereby or which otherwise arise in connection with the financing including, without limitation except to the extent directly caused by the gross negligence or willful misconduct of a Bank or the Agent (but such limitation on indemnification shall only apply to the Agent or Bank being grossly negligent or committing willful misconduct), (a) any actual or proposed use by the Borrower of the proceeds of any of the Loans, (b) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of the Borrower, (c) the Borrower entering into or performing this Agreement or any of the other Loan Documents or (d) with respect to the Borrower and its respective properties, the violation of any Environmental Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to claims with respect to wrongful death, personal injury or damage to property), (e) any cost, claim liability, damage or expense in connection with any harm the Borrower may be found to have caused in the role of a broker, in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of internal counsel incurred in connection with any such investigation, litigation or other proceeding. In litigation, or the preparation therefor, the Banks and the Agent shall each be entitled to select their own separate counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Borrower under this 16 are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this 16 shall survive the repayment of the Loans and the termination of the obligations of the Banks hereunder and shall continue in full force and effect as to the Banks so long as the possibility of any such claim, action, cause of action or suit exists. 17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or any Guarantor pursuant hereto shall be deemed to have been relied upon by the Banks and the Agent, notwithstanding any investigation heretofore or hereafter made by it, and shall survive the making by the Banks of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding. The indemnification obligations of the Borrower provided herein and the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Banks hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate or other paper delivered to the Agent or any Bank at any time by or on behalf of the Borrower pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Borrower hereunder. 18. ASSIGNMENT; PARTICIPATIONS; ETC. 18.1. Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Facility Percentage and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, except that such consent shall not be needed with respect to an assignment from a Bank to either one of its Affiliated Banks or to another Bank hereunder, (b) each such assignment shall be of a portion of the assigning Bank's rights and obligations under this Agreement relating to a specified Facility Percentage, (c) each assignment shall be of Loans in an amount of not less than $10,000,000 (which number will be reduced in proportion to any partial prepayment of the Loans pursuant to 3.2) that is a whole multiple of $1,000,000, (d) each Bank either shall assign all of its Loans and cease to be a Bank hereunder or shall retain, free of any such assignment, an amount of its Outstanding Loans of not less than $10,000,000 (which number will be reduced in proportion to any partial prepayment of the Loans pursuant to 3.2), and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance") , together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in 18.3, be released from its obligations under this Agreement. So long as no Default or Event of Default has occurred and is continuing, Borrower's consent shall also be required for any assignment to an Eligible Assignee which is not at the time a Bank hereunder or one of such Bank's Affiliated Banks provided that Borrower's consent shall not be unreasonably withheld or delayed and shall not be withheld unless Borrower simultaneously designates an alternative Eligible Assignee (approved by the Agent) who agrees to accept an assignment of the interest which the assigning Bank proposed to assign and pay to such assigning Bank a sum equal to the Outstanding balance of principal and interest of Loans relating to the Facility Percentage being assigned. Assignments by BankBoston shall be exempt from the requirement in clause (c) above that assignments be of Loans in an amount which is a whole multiple of $1,000,000, the requirement that the effective date be at least five days after execution of the Assignment and Acceptance and the requirement for Borrower's consent and there shall be no registration fee with respect thereto under 18.3. 18.2. Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Acceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; (b) the assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in 6.4 and 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (d) such assignee will, independently and without reliance upon the assigning Bank, the Agent or any other Bank 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, (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Agent to take such action as "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance. Each of the Syndication Banks shall be subject to the provisions of this 18.2 to the same extent as though it were becoming a party to this Agreement as an assignee by entering into an Assignment and Acceptance with BankBoston effective on the Closing Date. 18.3 Register. The Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register or similar list (the "Register") for the recordation of the names and addresses of the Banks and the Facility Percentages of, and principal amount of the Loans owing to the Banks from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and the Banks at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Bank agrees to pay to the Agent a registration fee in the sum of $2,500.00. The Agent may, without action by any other party, amend Schedules 1 and 1.2 hereof to reflect the recording of any such assignments. 18.4. New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this 18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity, enforceability and priority as if given on the Closing Date, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the Borrower. 18.5. Participations. Each Bank may sell participations to one or more banks or other entities in a portion of such Bank's rights and obligations under this Agreement and the other Loan Documents not to exceed forty-nine percent (49%) of its Facility Percentage; provided that (a) the Agent shall have given its prior written consent to such participation, which consent shall not be unreasonably withheld or delayed, except that any Bank may sell participations to its Affiliated Banks without such consent, (b) each such participation, other than participations to its Affiliated Banks or to another Bank hereunder, shall be in an amount of not less than $10,000,000 that is a whole multiple of $1,000,000, (c) any such sale or participation shall not affect the rights and duties of the selling Bank hereunder to the Borrower and the Bank shall continue to exercise all approvals, disapprovals and other functions of a Bank, (d) the only rights granted to the participant pursuant to such participation arrangements with respect to waivers, amendments or modifications of the Loan Documents shall be the rights to approve the vote of the Bank as to waivers, amendments or modifications that would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the Commitment of such Bank as it relates to such participant, reduce the amount of any fees to which such participant is entitled or extend any regularly scheduled payment date for principal or interest, provided that all approvals affecting a Loan or this Agreement under this clause (d) shall be by a fifty-one percent (51%) vote of such Bank's Facility Percentage, and (e) no participant which is not a Bank hereunder shall have the right to grant further participations or assign its rights, obligations or interests under such participation to other Persons without the prior written consent of the Agent. The Agent shall promptly advise the Borrower in writing of any such sale or participation. 18.6. Pledge by Lender. Any Bank may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under 4 of the Federal Reserve Act, 12 U.S.C. 341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. 18.7. No Assignment by Borrower. The Borrower shall not assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks, and any such attempted assignment shall be null and void. 18.8. Disclosure. The Borrower agrees that in addition to disclosures made in accordance with standard banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder. 19. NOTICES, ETC. Except as otherwise expressly provided in this Agreement, all notices and other communications made or required to be given pursuant to this Agreement or the Notes shall be in writing and shall be delivered in hand, mailed by United States registered or certified first class mail, postage prepaid, sent by overnight courier, or sent by telegraph, telecopy, telefax or telex and confirmed by delivery via courier or postal service, addressed as follows: (a) if to the Borrower, at 65 Valley Stream Parkway, Malvern, PA 19355, Attention: Chief Financial Officer or at such other address for notice as the Borrower shall last have furnished in writing to the Agent; and (b) if to the Agent, at 100 Federal Street, Boston, Massachusetts 02110, Attention: Real Estate Department, and to 115 Perimeter Center Place, N.E., Suite 500, Atlanta, Georgia 30346, Attn: Lori Y. Litow, Vice President, or such other address for notice as the Agent shall last have furnished in writing to the Borrower. (c) if to any Bank, at such Bank's address set forth on Schedule 1, hereto, or such other address for notice as such Bank shall have last furnished in writing to the Person giving the notice. Any such notice or demand shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand, overnight courier or facsimile to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer or the sending of such facsimile and (ii) if sent by registered or certified first-class mail, postage prepaid, on the third Business Day following the mailing thereof. 20. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH COMMONWEALTH (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT BY IT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT ONLY IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND BORROWER CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT FOR ANY SUIT BY AGENT OR ANY BANK AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN 19. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. IN ADDITION TO THE COURTS OF THE COMMONWEALTH OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR ANY BANK MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY COLLATERAL EXISTS AND THE BORROWER CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN 19. 21. HEADINGS. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. 22. COUNTERPARTS. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. 23. ENTIRE AGREEMENT. The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in 25. 24. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. THE BORROWER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, AND THIS WAIVER INCLUDES, WITHOUT LIMITATION, ANY DAMAGES PURSUANT TO M.G.L. C. 93A ET SEQ. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN. 25. CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Agreement may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Banks, and, in the case of amendments, with the written consent of the Borrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, (i) the rate of interest on and the term or amount of the Notes, (ii) the amount of the Commitments of the Banks, (iii) the amount of any fee payable to a Bank hereunder, (iv) any provision herein or in any of the Loan Documents which expressly requires consent of all the Banks, (v) the funding provisions of 11.1 hereof, (vi) the rights, duties and obligations of the Agent specified in 14 hereof, and (vii) the definition of Requisite Banks, may not be amended without the written consent of each Bank affected thereby, nor may the Agent release the Borrower or any Guarantor from its liability with respect to the Obligations, without first obtaining the written consent of all the Banks. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 26. SEVERABILITY. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction. 27. ACKNOWLEDGMENTS. The Borrower hereby acknowledges that: (i) neither the Agent nor any Bank has any fiduciary relationship with, or fiduciary duty to, the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents; (ii) the relationship in connection herewith between the Agent and the Banks, on the one hand, and the Borrower, on the other hand, is solely that of debtor and creditor and (iii) no joint venture or partnership among any of the parties hereto is created hereby or by the other Loan Documents, or otherwise exists by virtue of the Facility or the Loans. IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above. WITNESS: LIBERTY PROPERTY TRUST - ----------------------------- ------------------------------------- George J. Alburger, Jr. Its Chief Financial Officer LIBERTY PROPERTY LIMITED PARTNERSHIP By: LIBERTY PROPERTY TRUST, its general partner ------------------------------------- George J. Alburger, Jr. Its Chief Financial Officer BANKBOSTON, N.A. as Agent ------------------------------------- Lori Y. Litow Its Vice President BANKBOSTON, N.A. ------------------------------------- Lori Y. Litow Its Vice President Commitment: $20,000,000 Facility Percentage: 14.8148148148% Notice Address: BankBoston, N.A. 100 Federal Street Boston, MA 02110 Attn: Real Estate Department With a copy to: BankBoston, N.A. 115 Perimeter Center Place, N.E. Suite 500 Atlanta, GA 30346 Attn: Lori Y. Litow, Vice President Fax: (770)390-8434 or 391-9811 FIRST UNION NATIONAL BANK -------------------------------------- Commitment: $20,000,000 Facility Percentage: 14.8148148148% Notice Address: First Union National Bank Mail NC0166 One First Union Center Charlotte, NC 28288-0166 Attn: Daniel J. Sullivan Fax: (704) 383-6205 THE CHASE MANHATTAN BANK ------------------------------------ Commitment: $20,000,000 Facility Percentage: 14.8148148148% Notice Address: The Chase Manhattan Bank 380 Madison Avenue New York, NY 10017 Attn: Alan C. Breindel Fax: (212) 622-3580 COMMERZBANK AG - NEW YORK BRANCH ------------------------------------- Commitment: $20,000,000 Facility Percentage: 14.8148148148% Notice Address: Commerzbank AG - New York Branch 2 World Financial Center New York, NY 10281-1050 Attn: David Bettner Fax: (212) 266-7524 THE FIRST NATIONAL BANK OF CHICAGO -------------------------------------- Commitment: $15,000,000 Facility Percentage: 11.1111111111% Notice Address: The First National Bank of Chicago One First National Plaza Chicago, IL 60670 Attn: Pat Leung Fax: (312)732-1117 SOUTHTRUST BANK, N.A. -------------------------------------- Commitment: $10,000,000 Facility Percentage: 7.4074074074% Notice Address: SouthTrust Bank, N.A. 420 North 20th Street Birmingham, AL 35203 Attn: Sam Boroughs Fax: (205)254-5022 PNC BANK, N.A. -------------------------------------- Commitment: $10,000,000 Facility Percentage: 7.4074074074% Notice Address: PNC BANK, N.A. 1600 Market Street, 30th Floor Philadelphia, PA 19103 Attn: David Pioch Fax: (215)585-5806 LASALLE NATIONAL BANK -------------------------------------- Commitment: $20,000,000 Facility Percentage: 14.8148148148% Notice Address: LaSalle National Bank 135 S. LaSalle Street, Suite 1225 Chicago, IL 60603-3499 Attn: John Hein Fax: (312)904-6691 SCHEDULE 1 Banks; Domestic and Eurodollar Lending Offices BankBoston, N.A. 100 Federal Street Boston, MA 02110 (Domestic and Eurodollar) First Union National Bank One First Union Center Charlotte, NC 28288 (Domestic and Eurodollar) The Chase Manhattan Bank 380 Madison Avenue New York, NY 10017 (Domestic and Eurodollar) Commerzbank AG - New York Branch 2 World Financial Center New York, NY 10281 (Domestic and Eurodollar) The First National Bank of Chicago One First National Plaza Chicago, IL 60670 (Domestic and Eurodollar) SouthTrust Bank, N.A. 420 North 20th Street Birmingham, AL 35203 (Domestic and Eurodollar) PNC Bank, N.A. 1600 Market Street, 30th Floor Philadelphia, PA 19103 (Domestic and Eurodollar) LaSalle National Bank 135 S. LaSalle Street Chicago, IL 60603-3499 (Domestic and Eurodollar) SCHEDULE 1.2 Commitments and Facility Percentages Bank Commitment Facility Percentage - ------------------------------- ------------ ------------------- BankBoston, N.A. $20,000,000 14.8148148148% First Union National Bank $20,000,000 14.8148148148% The Chase Manhattan Bank $20,000,000 14.8148148148% Commerzbank AG-New York Branch $20,000,000 14.8148148148% LaSalle National Bank $20,000,000 14.8148148148% The First National Bank of Chicago $15,000,000 11.1111111111% South Trust Bank, N.A. $10,000,000 7.4074074074% PNC Bank, N.A. $10,000,000 7.4074074074% ------------ ------------- Totals $135,000,000 100% ============ ============= EX-21 5 Exhibit 21 LIBERTY PROPERTY TRUST LIBERTY PROPERTY LIMITED PARTNERSHIP LIST OF SUBSIDIARIES Rouse & Associates - 1655 Valley Center Parkway Limited Partnership Rouse & Associates - 300 Stonegate Drive Limited Partnership Rouse & Associates - 200 Hedgewood Drive Limited Partnership Rouse & Associates - 100 Hedgewood Drive Limited Partnership Rouse & Associates - 1495 Valley Center Parkway Limited Partnership Rouse & Associates - Great Valley Retail Limited Partnership Rouse & Associates - 300 Hedgewood Drive Limited Partnership Rouse & Associates - 420 Lapp Road Limited Partnership Rouse & Associates - 400 Hedgewood Drive Limited Partnership Rouse & Associates - 1550 Valley Center Parkway Limited Partnership Rouse & Associates - 1560 Valley Center Parkway Limited Partnership Rouse & Associates - 14 Lee Boulevard Limited Partnership 500 Chester Field Parkway Limited Partnership 300/400 Chester Field Parkway Limited Partnership Rouse & Associates - 580 Snowdrift Road Limited Partnership Rouse & Associates - 1510 Valley Center Parkway Limited Partnership Rouse & Associates - 1530 Valley Center Parkway Limited Partnership Rouse & Associates - 747 Dresher Road Limited Partnership Rouse & Associates - 200 Stonegate Drive Limited Partnership Great Valley Associates Limited Partnership Rouse & Associates - 974 Marcon Boulevard Limited Partnership Rouse & Associates - 1180 Church Road Limited Partnership Rouse & Associates - 40 Valley Stream Parkway Limited Partnership Rouse & Associates - 50 Valley Stream Parkway Limited Partnership Rouse & Associates - 20 Valley Stream Parkway Limited Partnership Rouse & Associates - 800-860 Town Center Drive Limited Partnership Rouse & Associates - 15 Great Valley Parkway Limited Partnership Morehall Associates Limited Partnership Rouse & Associates - 311 Technology Drive Limited Partnership Rouse & Associates - 55 Valley Stream Parkway Limited Partnership Rouse & Associates - 65 Valley Stream Parkway Limited Partnership Rouse & Associates - 508 Lapp Road Limited Partnership Rouse & Associates - 10 Valley Stream Parkway Limited Partnership Rouse & Associates - 333 Phoenixville Pike Limited Partnership Rouse & Associates - 964 Marcon Boulevard Limited Partnership 1566 Medical Drive Associates Limited Partnership Roble Road Associates Limited Partnership Rouse & Associates - 30 Great Valley Parkway Limited Partnership Rouse & Associates - 75 Great Valley Parkway Limited Partnership Rouse & Associates - 35 Great Valley Parkway Limited Partnership Rouse & Associates - 77 Great Valley Parkway Limited Partnership RHW Lehigh Valley Rouse & Associates - Plymouth Meeting Limited Partnership Rouse & Associates - 256 Great Valley Parkway Limited Partnership 2202 Hangar Place Associates Limited Partnership 2201 Hangar Place Associates Limited Partnership Rouse & Associates - 205 Great Valley Parkway Limited Partnership 954 Marcon Boulevard Associates Limited Partnership Rouse & Associates - 14 Great Valley Parkway Limited Partnership Rouse & Associates - XXVII Great Valley Parkway Limited Partnership Rouse & Associates - 333 Technology Drive Limited Partnership Rouse & Associates - 510 Lapp Road Limited Partnership Liberty Lehigh Partnership Liberty Special Purposes Corp. Exhibit 21 - Continued LIBERTY PROPERTY TRUST LIBERTY PROPERTY LIMITED PARTNERSHIP LIST OF SUBSIDIARIES Liberty Property Development Corp. Liberty Property Development Corp. II Liberty Property Philadelphia Corp. Liberty Property Philadelphia Trust Liberty Property Philadelphia Limited Partnership Liberty Property Philadelphia Limited Partnership II Rivers Business Commons Associates Limited Partnership EX-23 6 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-43267), the Registration Statement (Form S-3 No. 33-94782), the Registration Statement (Form S-3 No. 333-14139), the Registration Statement (Form S-3 No. 333-22211), the Registration Statement (Form S-3 No. 33-94036), the Registration Statement (Form S-8 No. 333-44149) and in the related Prospectus of Liberty Property Trust and Liberty Property Limited Partnership of our report dated February 12, 1999, with respect to the consolidated financial statements and schedule of Liberty Property Trust included in this Annual Report (Form 10-K) for the year ended December 31, 1998. Philadelphia, Pennsylvania /s/ ERNST & YOUNG LLP February 24, 1999 ERNST & YOUNG LLP EX-23 7 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-43267), the Registration Statement (Form S-3 No. 33-94782), the Registration Statement (Form S-3 No. 333-22211) and in the related Prospectus of Liberty Property Trust and Liberty Property Limited Partnership of our report dated February 12, 1999, with respect to the consolidated financial statements and schedule of Liberty Property Limited Partnership included in this Annual Report (Form 10-K) for the year ended December 31, 1998. Philadelphia, Pennsylvania /s/ ERNST & YOUNG LLP February 24, 1999 ERNST & YOUNG LLP EX-27 8
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheet at December 31, 1998 and the Consolidated Statement of Operations for the year ended December 31, 1998 and is qualified in its entirety by reference to such financial statements. 0000921112 LIBERTY PROPERTY TRUST 1,000 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 14,391 0 15,391 2,054 0 29,782 3,034,818 213,143 2,933,371 38,479 1,423,843 0 120,814 66 1,146,156 2,933,371 0 387,093 0 108,345 83,454 0 78,617 116,677 0 116,677 0 0 0 97,615 1.60 1.59
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