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)
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LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
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(Exact names of registrants as specified in their governing documents)
MARYLAND (Liberty Property Trust) 23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership) 23-2766549
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
65 Valley Stream Parkway, Suite 100,
Malvern, Pennsylvania 19355
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(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
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Common Shares of Beneficial Interest,
$0.001 par value
(Liberty Property Trust) New York Stock Exchange
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Convertible Subordinated Debentures due 2001
(Liberty Property Limited Partnership) New York Stock Exchange
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8.80% Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest, $0.001 par value
(Liberty Property Trust) New York Stock Exchange
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Preferred Share Purchase Rights,
$0.0001 par value
(Liberty Property Trust) New York Stock Exchange
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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.
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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
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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".
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PART I
ITEM 1. BUSINESS
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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
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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.
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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.
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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:
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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
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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-
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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.
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<TABLE>
<CAPTION>
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
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<S> <C> <C> <C> <C> <C> <C>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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%
========== ======
</TABLE>
(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-
<PAGE>
EXECUTIVE OFFICERS
The following persons are the executive officers of the Trust, which is
the sole general partner of the Operating Partnership:
<TABLE>
<CAPTION>
AGE AT
FEBRUARY POSITION
NAME 22, 1999
- ----------------------- -------- -----------------------------------------------
<S> <C> <C>
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
</TABLE>
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-
<PAGE>
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-
<PAGE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C>
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 <F1> 61,036 40,493 29,603 21,833 20,965 - -
Weighted average number
of shares outstanding -
diluted <F2> 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 <F3> 173,829 102,617 65,944 44,606 19,082 3,075 22,517
</TABLE>
- -22-
<PAGE>
<TABLE>
<CAPTION>
LIBERTY PROPERTY TRUST/
LIBERTY PROPERTY LIMITED PARTNERSHIP
------------------------------------------------------------------------
DECEMBER 31,
------------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
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%
</TABLE>
<F1> Basic weighted average number of shares includes only Common
Shares outstanding during the year.
<F2> 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.
<F3> "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-
<PAGE>
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-
<PAGE>
The composition of the Properties in Operation as of December 31, 1998
and 1997 is as follows (in thousands):
<TABLE>
<CAPTION>
TOTAL PERCENT OF TOTAL
SQUARE FEET SQUARE FEET PERCENT OCCUPIED
----------------- ---------------- -----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31,
TYPE 1998 1997 1998 1997 1998 1997
- ------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
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%
======= ====== ====== ====== ====== ======
</TABLE>
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):
<TABLE>
<CAPTION>
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
- ---------- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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%
======== ======== ======== ========
</TABLE>
The scheduled deliveries of the four million square feet of Properties
Under Development as of December 31, 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
SQUARE FEET
-----------------------------
SCHEDULED IND- IND- PERCENT LEASED
IN-SERVICE DATE DIST. FLEX OFFICE TOTAL DECEMBER 31, 1998 TOTAL INVESTMENT
- ---------------- ------ ------ ------- ------ ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
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
====== ====== ======= ====== ====== ==========
</TABLE>
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-
<PAGE>
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-
<PAGE>
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.
<TABLE>
<CAPTION>
WITH STRAIGHTLINING WITHOUT STRAIGHTLINING
------------------- ----------------------
1998 1997 1998 1997
-------- -------- --------- ---------
(IN THOUSANDS) (IN THOUSANDS)
------------------- ----------------------
<S> <C> <C> <C> <C>
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
======== ======== ======== ========
</TABLE>
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-
<PAGE>
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.
<TABLE>
<CAPTION>
WITH STRAIGHTLINING WITHOUT STRAIGHTLINING
--------------------- ----------------------
1997 1996 1997 1996
-------- -------- --------- --------
(IN THOUSANDS) (IN THOUSANDS)
--------------------- ----------------------
<S> <C> <C> <C> <C>
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
======== ======== ======== ========
</TABLE>
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-
<PAGE>
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-
<PAGE>
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:
<TABLE>
<CAPTION>
MORTGAGES
------------------------- WEIGHTED
PRINCIPAL PRINCIPAL UNSECURED AVERAGE
AMORTIZATION MATURITIES NOTES TOTAL INTEREST RATE
------------ ---------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
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%
======== ======== ======== ========== =====
</TABLE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1998 1997
---------- ----------
<S> <C> <C>
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
========== ==========
</TABLE>
See accompanying notes.
- -38-
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
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
============ =========== ===========
</TABLE>
See accompanying notes.
- -39-
<PAGE>
<TABLE>
<CAPTION>
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
---------- --------- ------------ ------------ -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== =========== ============= ===========
</TABLE>
See accompanying notes.
- -40-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
----------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
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
============ =========== ===========
</TABLE>
See accompanying notes.
- -41-
<PAGE>
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-
<PAGE>
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:
<TABLE>
<CAPTION>
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
----------- ------------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
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
========= ========= ========= =========== ============= ========
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED 1996
-------------------------------------
WEIGHTED
AVERAGE
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
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
=========== ============ =========
</TABLE>
- -43-
<PAGE>
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-
<PAGE>
developments or business parks. The carrying value of these properties
by type is as follows (in thousands):
<TABLE>
<CAPTION>
LAND BUILDINGS
AND LAND AND ACCUMULATED
IMPROVEMENTS IMPROVEMENTS TOTAL DEPRECIATION
------------ ------------ --------- ------------
<S> <C> <C> <C> <C>
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
========== =========== ========== ===========
</TABLE>
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-
<PAGE>
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:
<TABLE>
<CAPTION>
MORTGAGES
------------------------- WEIGHTED
PRINCIPAL PRINCIPAL UNSECURED AVERAGE
AMORTIZATION MATURITIES NOTES TOTAL INTEREST RATE
------------ ---------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
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%
======== ======== ======== ========== =====
</TABLE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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:
<TABLE>
<CAPTION>
1998 1997 1996
----------------- ----------------- ------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
OPTIONS EXERCISE OPTIONS EXERCISE OPTIONS EXERCISE
(000s) PRICE (000s) PRICE (000s) PRICE
------- -------- ------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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-
<PAGE>
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):
<TABLE>
<CAPTION>
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
-------- --------- -------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======== ======== ======== ======== ========= ======== =========
</TABLE>
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-
<PAGE>
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.
<TABLE>
<CAPTION>
REAL ESTATE RELATED REVENUES PROPERTY LEVEL NET OPERATING INCOME
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
---------------------------------- -----------------------------------
1998 1997 1996 1998 1997 1996
---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
REVENUES YEAR ENDED DECEMBER 31,
- ---------------------------------------------------------- -----------------------------------
1998 1997 1996
---------- ---------- -----------
<S> <C> <C> <C>
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
========== ========== ===========
</TABLE>
- -52-
<PAGE>
<TABLE>
<CAPTION>
ROLLFORWARD OF OPERATING REAL ESTATE ASSETS BY REPORTABLE SEGMENT
- -----------------------------------------------------------------------------------------------------
New
SE Jersey/ Lehigh The
Pennsyl. Delaware Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======== ======== ======== ======== ======== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
TOTAL ASSETS YEAR ENDED DECEMBER 31,
- ---------------------------------------------------------- -----------------------
1998 1997
---------- ----------
<S> <C> <C>
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
========== ==========
</TABLE>
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-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- ------------------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
============ ============ ============== ==============
</TABLE>
- -60-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- ------------------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
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
============ ============ ============== ==============
</TABLE>
- -61-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- ------------------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
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
============ ============ ============== ==============
</TABLE>
** Rouse leases land from Kent County Council
- -62-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- --------------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
============== ============== ==============
</TABLE>
- -69-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- --------------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
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
============ ============== ==============
</TABLE>
- -70-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- --------------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
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
============ ============== ==============
</TABLE>
- -71-
<PAGE>
<TABLE>
<CAPTION>
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)
- -------------------------------------- ------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
============
</TABLE>
- -78-
<PAGE>
<TABLE>
<CAPTION>
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)
- -------------------------------------- ------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
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 $ -
============
</TABLE>
- -79-
<PAGE>
<TABLE>
<CAPTION>
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)
- -------------------------------------- ------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
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
============
</TABLE>
- -80-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
------------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
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
============ =========== ===========
</TABLE>
See accompanying notes.
- -84-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OWNERS' EQUITY OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(IN THOUSANDS)
GENERAL LIMITED
PARTNER'S PARTNERS' TOTAL OWNERS'
EQUITY EQUITY EQUITY
---------- ---------- -------------
<S> <C> <C> <C>
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
========== =========== ============
</TABLE>
See accompanying notes.
- -85-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
----------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
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
============ ============ ============
</TABLE>
See accompanying notes.
- -86-
<PAGE>
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-
<PAGE>
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):
<TABLE>
<CAPTION>
LAND BUILDINGS
AND LAND AND ACCUMULATED
IMPROVEMENTS IMPROVEMENTS TOTAL DEPRECIATION
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
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
============ =========== =========== ============
</TABLE>
- -88-
<PAGE>
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-
<PAGE>
loans and unsecured notes outstanding and the related weighted average
interest rates are as follows:
<TABLE>
<CAPTION>
MORTGAGES
------------------------- WEIGHTED
PRINCIPAL PRINCIPAL UNSECURED AVERAGE
AMORTIZATION MATURITIES NOTES TOTAL INTEREST RATE
------------ ---------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
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%
======== ======== ======== ========== =====
</TABLE>
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-
<PAGE>
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-
<PAGE>
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):
<TABLE>
<CAPTION>
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
-------- --------- -------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======== ======== ======== ======== ========= ======== =========
</TABLE>
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.
<TABLE>
<CAPTION>
REAL ESTATE RELATED REVENUES PROPERTY LEVEL NET OPERATING INCOME
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
---------------------------------- -----------------------------------
1998 1997 1996 1998 1997 1996
---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ========== ========== ===========
</TABLE>
- -92-
<PAGE>
<TABLE>
<CAPTION>
REVENUES YEAR ENDED DECEMBER 31,
- ---------------------------------------------------------- -----------------------------------
1998 1997 1996
---------- ---------- -----------
<S> <C> <C> <C>
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
========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
ROLLFORWARD OF OPERATING REAL ESTATE ASSETS BY REPORTABLE SEGMENT
- -----------------------------------------------------------------------------------------------------
New
SE Jersey/ Lehigh The
Pennsyl. Delaware Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======== ======== ======== ======== ======== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
TOTAL ASSETS YEAR ENDED DECEMBER 31,
- ---------------------------------------------------------- -----------------------
1998 1997
---------- ----------
<S> <C> <C>
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
========== ==========
</TABLE>
- -93-
<PAGE>
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-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- ------------------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
============ ============ ============== ==============
</TABLE>
- -101-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- ------------------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
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
============ ============ ============== ==============
</TABLE>
- -102-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- ------------------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
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
============ ============ ============== ==============
</TABLE>
** Rouse leases land from Kent County Council
- -103-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- --------------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
============== ============== ==============
</TABLE>
- -110-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- --------------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
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
============ ============== ==============
</TABLE>
- -111-
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------------------- --------------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
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
============ ============== ==============
</TABLE>
- -112-
<PAGE>
<TABLE>
<CAPTION>
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)
- -------------------------------------- ------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
============
</TABLE>
- -119-
<PAGE>
<TABLE>
<CAPTION>
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)
- -------------------------------------- ------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
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 $ -
============
</TABLE>
- -120-
<PAGE>
<TABLE>
<CAPTION>
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)
- -------------------------------------- ------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
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
============
</TABLE>
- -121-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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.
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
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%
============ =============
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
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
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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<CIK> 0000921112
<NAME> LIBERTY PROPERTY TRUST
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0
120,814
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