THIRD AMENDMENT TO PURCHASE AGREEMENT
Prudential-Bache/Equitec
THIS THIRD AMENDMENT TO PURCHASE AGREEMENT
("Agreement") is dated as of the 16th of November, 1998
by and among Prudential-Bache/Equitec Real Estate
Partnership, a California limited partnership (the
"Partnership") and Glenborough Realty Trust
Incorporated, a Maryland corporation and Glenborough
Properties, L.P., a California limited partnership
(collectively, "Purchaser").
Recitals
A. Purchaser and the Partnership entered into
that certain Purchase Agreement dated as of October 13,
1997, as amended by agreements dated December 19, 1997
and April 27, 1998 (as so amended, the "Purchase
Agreement") pursuant to which the Partnership agreed to
sell to the Purchaser and the Purchaser agreed to
purchase from the Partnership certain Assets (as defined
in the Purchase Agreement) owned by the Partnership upon
and subject to the terms and conditions set forth in the
Purchase Agreement.
B. A putative class action challenging, among
other things, the fairness of the Purchase Agreement to
the unitholders of the Partnership has been filed in the
Supreme Court of the State of New York for the County of
New York entitled ▇▇▇▇▇▇ ▇▇▇▇▇ v. Prudential-Bache
Properties, Inc., et al., Index No. 98111570 (the
"Action"). Purchaser and the Partnership desire to
resolve this litigation and proceed with the sale of the
Assets.
NOW, THEREFORE, in consideration of the premises
and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties agree as
follows:
1. Definitions. Capitalized terms used in this
Agreement and not separately defined shall have the
meanings set forth in the Purchase Agreement.
2. Modifications. The Purchase Agreement is
hereby modified and amended as follows:
(a) Closing Date. The Closing Date shall
occur as soon as practicable, but in no event more than
thirty (30) days, after receipt of the Consents,
satisfaction of the Purchaser's Conditions Precedent as
set forth in Sections 4(a)(i) through 4(a)(viii) and
satisfaction of the Partnership's Conditions Precedent,
as set forth in section 4(b)(i) through 4(b)(x). The
Partnership shall give Purchaser a minimum of 5 days
advance notice that the Closing Date will occur (the
"Closing Notice").
(b) "Drop Dead" Date. Notwithstanding
anything to the contrary contained in the Purchase
Agreement, in the event that the Closing Date does not
occur on or before September 1, 1999, the transaction
will be terminated pursuant to the terms of Section 14.
(c) Interim Ownership Period.
(i) Notwithstanding anything to the contrary
contained in the Purchase Agreement, in the event that
the Closing Date occurs on a date on or after March 31,
1999, (1) all prorations and adjustments to the Purchase
Price at Closing (other than any credit for an
assumption of the Loan under Section 3(a)(ii) of the
Purchase Agreement) shall be calculated as of April 1,
1999 (the "Effective Closing Date"), (2) the references
to "Closing Date" in the last two lines of Section 12(c)
shall be replaced with "Effective Closing Date", (3)
Purchaser shall make an additional payment to the
Partnership in immediately available funds on the
Closing Date in an amount equal to interest at the rate
of five percent (5%) per annum on the Net Purchase
Price (as hereinafter defined) for the period commencing
on the Effective Closing Date and ending on the Closing
Date (the "Interim Ownership Period"), calculated using
a 360 day year, and (4) an additional increase or
reduction, as applicable, shall be made to the Purchase
Price at Closing in the amount of the Interim Ownership
Adjustment. Purchaser acknowledges and agrees that if
the Interim Ownership Adjustment results in an increase
in the Purchase Price, such increase (1) shall be the
sole obligation of Purchaser, (2) shall be payable by
Purchaser in immediately available funds on the Closing
Date, and (3) shall not affect or limit Purchaser's
obligations under the Purchase Agreement in any manner,
whether such increase results from casualty,
condemnation, force majeure, or any other reason
whatsoever. Notwithstanding anything to the contrary
contained in the Purchase Agreement, all adjustments and
prorations to the Purchase Price, other than the Interim
Ownership Adjustment, which are finalized and agreed to
by the Partnership and the Purchaser on the Closing Date
shall not be subject to recalculation after the Closing
Date, unless the Closing Date occurs less than sixty
(60) days after the Effective Closing Date, in which
event there shall be a post closing adjustment period as
provided in Section 6(d) of the Purchase Agreement which
shall expire sixty (60) days after the Effective Closing
Date. The Interim Ownership Adjustment shall remain
subject to recalculation in accordance with Section 6(d)
of the Purchase Agreement. As used herein, the term
"Net Purchase Price" means the gross Purchase Price
adjusted pursuant to the prorations and adjustments as
of the Effective Closing Date, minus the outstanding
principal balance under the Loan as of the Effective
Closing Date. As used herein, the term "Interim
Ownership Adjustment" means (whether resulting in a
positive or negative number) (1) all cash inflow to the
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Property and the Related Property during the Interim
Ownership Period, minus (2) all cash outflow from the
Property and the Related Property during the Interim
Ownership Period (in each case other than cash inflow
and cash outflow relating to revenue and expenses of the
period prior to the Effective Closing Date which have
resulted in an adjustment to the Purchase Price in
accordance with Section 6 of the Purchase Agreement).
For the purposes of the preceding calculation, cash
outflow shall include, without limitation, all capital
expenditures and payments of interest under the Loan,
and shall exclude payments of principal under the Loan.
(ii) During the Interim Ownership Period,
the risk of loss of the Property and the Related
Property shall belong solely to Purchaser.
Notwithstanding anything to the contrary contained in
the Purchase Agreement, in the event that a Major Loss
occurs during the Interim Ownership Period, Purchaser's
obligations under the Purchase Agreement shall not be
affected, provided that (1) upon the Closing, there
shall be a credit against the Consideration equal to the
amount of any insurance proceeds collected by the
Partnership or its affiliates as a result of such Major
Loss, and (2) if the proceeds have not been collected
as of the Closing, the Partnership's or its affiliates'
right, title and interest to such proceeds shall be
assigned to Purchaser. The provisions of this paragraph
(b) are intended to supersede any applicable statutory
risk of loss provisions in the states where the Property
and the Related Property are located.
(d) Section 1031 Exchange. In order to
facilitate a tax-free exchange by Purchaser (the
"Exchange"), Purchaser may use a Qualified Intermediary
for this transaction as that term is used in Regulation
1.1031(k)-1(g)(4) under the Code and/or a Qualified
Escrow Account as that term is used in Regulation
1.1031(k)-1(g)(3) under the Code. The Qualified
Intermediary shall be nominated, or the Qualified Escrow
Account shall be selected, by Purchaser, and Purchaser
shall notify the Partnership of the nomination or
selection no later than 5 business days prior to the
Closing. The Partnership agrees reasonably to cooperate
with Purchaser and any such Qualified Intermediary,
provided there is no adverse effect upon the
Partnership, and the Partnership shall execute such
documents as may be reasonably requested by Purchaser
provided that (i) such documents shall not materially
increase the Partnership's obligations over those
otherwise contained in the Purchase Agreement, (ii) such
documents are reasonably acceptable to the Partnership
and contain appropriate non-recourse language, and
(iii) Purchaser remains obligated under the Purchase
Agreement. Purchaser shall pay all costs and expenses
associated with such Exchange, including, but not
limited to, all fees and expenses charged by the
Qualified Intermediary and any out-of-pocket third-party
costs and expenses incurred by the Partnership as a
result of the use of a Qualified Intermediary or
Qualified Escrow Account. In addition, Purchaser shall
indemnify the Partnership and PB Properties from and
against any and all liability arising out of such
Exchange and any of the actions taken
3
pursuant to this Section 2(d). The Partnership makes no
representation to Purchaser regarding qualification of the
Exchange under Section 1031 of the Code and shall not be liable
to Purchaser in any manner whatsoever if the Exchange
should not qualify for any reason under Section 1031 of
the Code and shall not be responsible for compliance
with the Code. At its sole option, Purchaser may extend
the Closing Date a single time for a period not
exceeding thirty (30) days, in order to facilitate a
tax-free exchange pursuant to this section, by providing
the Partnership with written notice of its intention to
do so within one (1) business day after its receipt of
the Closing Notice. If Purchaser is unable, for any
reason, to close under such Exchange simultaneously with
the Closing hereunder, Purchaser shall proceed with the
Closing pursuant to the terms of this Agreement without
participating in an Exchange. The provisions of this
Section 2(d) shall survive the Closing.
(e) Settlement Consideration.
(i) At Closing, Purchaser shall deliver or
cause to be delivered to the Settlement Administrator in
immediately available funds or wire transfers, the total
amount of $2,000,000 (the "Settlement Consideration").
The Settlement Consideration shall be administered in
accordance with the terms of the Settlement Stipulation.
(ii) In the event that the Partnership
purchases fee title to all or any portion of the
property leased to the Partnership under the Totem
Valley Lease (the "Additional Totem Valley Property")
prior to the Closing, (1) the Additional Totem Valley
Property shall be part of the Property for all purposes
hereunder, and (2) the Consideration shall be increased
by the amount of the purchase price and any fees, costs
and expenses (including, but not limited to, attorneys
fees) actually incurred by the Partnership in acquiring
such property to a maximum of $185,000.
(iii) For the purposes of calculating
title insurance coverage amounts and conveyance tax
payments, the Settlement Consideration shall be
allocated among the Assets pro rata consistent with the
allocations contained in Section 3(c) of the Purchase
Agreement. The consideration actually payable, if any,
pursuant to clause (ii) above shall be allocated to the
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
(f) The Loan. Notwithstanding anything to the
contrary contained in the Purchase Agreement, the
Partnership will bear any and all fees, expenses or
charges incurred in obtaining any extension of the
Loan's maturity date to any date up to and including the
Closing Date. By separate letter dated November 16,
1998, attached hereto as Exhibit H, Glenborough has
agreed to renew its guarantee of the standard non-recourse
carve-outs in the Loan.
4
(g) Return of ▇▇▇▇▇▇▇ Money. Section 3(a)(i)
of the Purchase Agreement is amended to add the
following after the last sentence of such Section:
"In the event that the transaction is not
consummated for any reason, the ▇▇▇▇▇▇▇
Money shall be returned to Purchaser
pursuant to Sections 14(a) or 14(b),
provided that Purchaser is not in default
under the Purchase Agreement."
(h) Purchaser's Conditions Precedent. Section
4(a) of the Purchase Agreement is amended to add the
following at the end of such Section:
"(vi) Representations and Warranties. The
representations and warranties of the
Partnership shall be true in all material
respects as of the Closing Date."
"(vii) Resolution of the Action. Each of the
following events shall have occurred prior to
the Closing Date: (1) the Court has entered a
Final Judgment; and (2) the time to appeal
from the Final Judgment has expired, and no
appeal is pending."
"(viii) Indemnification of the General
Partners. All sums due and owing to the
General Partners pursuant to Section V.5. of
the Partnership Agreement as of the Closing
Date have been paid in full."
(i) The Partnership's Conditions Precedent.
Section 4(b) of the Purchase Agreement is amended to add
the following at the end of such Section:
"(viii) Resolution of the Action. Each of
the following events shall have occurred prior
to the Closing Date: (1) the Court has entered
a Final Judgment; and (2) the time to appeal
from the Final Judgment has expired, and no
appeal is pending;
(ix) Pro Forma Settlement Statement.
Glenborough shall have prepared and delivered
to the Partnership within ten (10) business
days after the Effective Closing Date a pro
forma settlement statement establishing the
proposed Purchase Price adjustments and
prorations as of the Effective Closing Date
(the "Settlement Statement"); and
5
(x) Updated Settlement Statement/Operating
Statements. Glenborough shall have prepared
and delivered to the Partnership not more than
fifteen (15) and not less than five (5)
business days prior to the Closing Date (1) an
updated pro forma Settlement Statement, and
(2) operating statements for each Property and
the Related Property together with a proposed
calculation of the amount of the Interim
Ownership Adjustment (as hereinafter defined),
in each case together with such supporting
documentation as the Partnership shall
reasonably request."
(j) Post-Closing Adjustments. The language
"but in no event after December 26, 1997," is hereby
stricken from Section 6(d)(iii) of the Purchase
Agreement and the reference to "thirty (30) days" in
such clause is hereby replaced with "sixty (60) days."
(k) No Pending or Threatened Litigation.
Section 7(a)(v) of the Purchase Agreement shall be
designated Section 7(a)(vi) and the following clause
inserted as Section 7(a)(v):
"(v) Other than the Action, there is no
litigation pending or, to the Partnership's
knowledge after reasonable inquiry, threatened
against the Partnership, its general partners,
or its employees by a party other than the
Purchaser or its affiliates alleging a breach
of duty to the Partnership, the Unitholders,
or any other improper conduct by a General
Partner in its capacity as general partner of
the Partnership."
(l) Disclosure of Transaction. Section 15(a)
of the Purchase Agreement is stricken.
(m) Deferred Maintenance. Schedule 4 to the
Purchase Agreement is hereby deleted and the Schedule 4
attached hereto substituted in lieu thereof.
(n) Tenant Improvements and Leasing
Commissions. To the best knowledge of Purchaser,
Schedule 7 attached hereto completely and accurately
lists, among other things, (i) all new leases and
modifications or renewals of existing Leases entered
into after the Effective Date and prior to the date
hereof (collectively, the "New Lease Instruments"), (ii)
the commencement and termination dates of the lease
terms under the New Lease Instruments, (iii) the tenant
improvement costs and leasing commissions payable by the
landlord under the New Lease Instruments, and (iv) a
preliminary calculation of the prorations expected to be
made at Closing in connection with such leasing
commissions and tenant improvement costs, assuming a
Closing Date which occurs
6
on or after the Effective Closing Date. The parties acknowledge and
agree that, assuming the accuracy of the data and the calculations
contained on Schedule 7, which data and calculations
remain subject to independent verification by the
Partnership in all respects, Schedule 7 reflects the
Purchase Price prorations required at Closing pursuant
to Section 12(c) of the Purchase Agreement with respect
to the New Lease Instruments listed thereon, assuming a
Closing Date which occurs on or after the Effective
Closing Date.
(o) Additional Defined Terms. Terms used in
this Agreement shall have the meanings set forth below:
Court. The Supreme Court of the State of New
York for the County of New York.
Final Judgment. The Final Judgment and Order
of Dismissal substantially as provided for in paragraphs
8.1 through 8.12 of the Settlement Stipulation.
Settlement Administrator. The person provided
for in paragraph 5.5 of the Settlement Stipulation.
Settlement Class. The class of persons
holding units in the Partnership, as defined in
paragraph 1.29 of the Settlement Stipulation.
Settlement Stipulation. The Stipulation of
Settlement dated November 19, 1998 between plaintiff
▇▇▇▇▇▇ ▇▇▇▇▇, individually and in his capacity as
representative of the Settlement Class, and the
defendants to the Action.
3. Withdrawal of Termination and Default Notices
and ▇▇▇▇▇▇▇ Money Demands. The Purchaser and the
Partnership hereby withdraw (i) any or all notices
declaring a default under or purporting to
terminate the Purchase Agreement, and (ii) any or
all notices to the Title Company or either party
demanding delivery of the ▇▇▇▇▇▇▇ Money.
4. Effective Date. This Agreement is being
executed in reliance upon and shall not be
effective, and shall be null and void, unless the
Settlement Stipulation has been executed on behalf
of the Parties contemporaneously herewith.
5. Counterparts. This Agreement may be executed
in counter-parts, each of which shall be deemed an
original, but all of which taken together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year first above written.
Partnership
Prudential-Bache/Equitec Real Estate Partnership,
a California limited partnership
By Prudential-Bache Properties, Inc.,
a Delaware corporation,
its General Partner
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Purchaser
Glenborough Realty Trust Incorporated,
a Maryland corporation
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
_______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
Glenborough Properties, L.P.,
a California limited partnership
By Glenborough Realty Trust Incorporated, a Maryland corporation,
its General Partner
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
9
EXHIBIT H
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
November 16, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
c/o Glenborough Corporation
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Renewal of Partnership Debt Refinancing
Gentlemen:
This will confirm that, pursuant to Section 2(e) of the
Third Amendment to the Purchase Agreement (the
"Modification") between Prudential-Bache/Equitec Real
Estate Partnership (the "Partnership") and Glenborough
Realty Trust, Inc. and Glenborough Properties, L.P.
dated on or about the date hereof, and in consideration
of the Partnership's agreement to enter into the
Modification, Glenborough Corporation and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ (collectively, "Guarantors") hereby agree to
provide (i) their written consent to the modification of
the Partnership's mortgage debt (the "Loan") as
refinanced with ▇▇▇▇▇ Fargo Bank, National Association
("▇▇▇▇▇ Fargo") for the purpose of extending the
maturity date thereof for any period or periods ending
not later than September 1, 1999, and (ii) their written
reaffirmation of their obligations under the Guaranty of
Non-Recourse Exceptions dated December 13, 1996 in
connection with any such modification, pursuant to
documentation acceptable to ▇▇▇▇▇ Fargo. The Guarantors
acknowledge and agree that they will materially benefit
from the Partnership's agreement to enter into the
Modification.
Sch. H-1
This will also confirm that, pursuant to Section 2(e) of
the Agreement, the Partnership will bear any and all
fees, expenses or charged incurred in obtaining an
extension of the Loan's maturity date through the
Closing Date (as defined in the Modification).
Very truly yours,
PRUDENTIAL-BACHE/EQUITEC
REAL ESTATE PARTNERSHIP
By: PRUDENTIAL-BACHE
PROPERTIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
AGREED TO AND ACCEPTED
THIS 16th DAY OF NOVEMBER, 1998:
GLENBOROUGH CORPORATION,
a California corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Individually
Sch. H-2
SCHEDULE 4
Prudential/Bache-Equitec Real Estate Partnership
Deferred Maintenance Items
Totem Valley
None
Popular Towers
6. Rest Room Renovation: Renovation of men's and
ladies rest rooms on all floors. Scope of work to
include new tile floors, new vinyl, lighting,
painting of stalls and new sink, fixtures and
cabinets. Cost per rest room: $8,000.
$111,000
7. Common Area Improvements: Renovation of common
areas on all floors. The common area hallways will
cost approximately $8,500 per floor. The scope of
work will include carpet, base, new vinyl, paint,
sheet rock over existing aggregate wall and lower
elevator buttons.
$ 45,000
8. Paint and Seal Exterior of Building: The
building's exterior paint continues to deteriorate,
in some areas whole sections have stripped off.
The Aluminum must be stripped of all paint and have
a special aluminum paint applied, the aggregate
sealed, and a clear coat applied to the concrete.
$257,500
9. Electric Panel: Replacement of one each hi and low
voltage electrical panel boxes. The existing panel
boxes are obsolete. A floor replacement is
necessary to avoid major power problems in the
future. The 2nd and 3rd floor have been done. 9
floors at $1,822 per floor.
$ 16,400
10. Asphalt Pavement Repair and Seal: Replacement of
deteriorated areas, removal of oil spills, seal
coat and stripe.
$ 20,000
Sch. 4-1
11. Electronic Ballast: Conversion to electronic
ballast and octron bulbs as the start of a building
wide replacement. The retrofit is required by the
new Energy Policy Act. 11 floors at $4,731 per
floor.
$ 52,000
12. Replace canopy at main entrance, refurbish the main
lobby area with new wall covering and paint.
$ 24,200
Montrose
1. Dumpster enclosure - furnish and install concrete
pad and fence area around dumpsters.
$ 5,700
2. Cooling tower fill replacements - 4 buildings at
$3,500 per building.
$ 14,000
Park Plaza
1. Roof replacement.
$ 76,500
Gateway Executive Suites
1. Paint existing tenants' suites not yet renovated
Partially completed - remaining cost equals$ 1,333
2. Carpet existing tenants' suites not yet replaced.
Partially completed - remaining cost equals$ 8,418
3. Upgrade lobby furniture.
$ 6,000
Gateway Professional Center
1. Replace penthouse roof. $ 16,900
Sch. 4-2
Schedule 7
Third Amendment to Purchase Agreement
Prudential-Bache/Equitec Real Estate Partnership
Leasing Cost Pro-Ration Analysis
(As of November 18,1998)
Term Commence Proration PBP
Property Tenant Type Sq.Ft. (Yrs.) Date Exp. Date TI's LC's Total Date Percent
PP Sac Convention Center N 11,216 5 10/20/97 11/30/2002 - 43,742 43,742 04/01/99 28.28%
PT River City Auction & R/E 3,291 3 01/01/98 12/31/2000 - 2,926 2,926 04/01/99 41.55%
Rlty.
PT ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ R 1,364 3 01/01/98 12/31/2000 1,000 1,269 2,269 04/01/99 41.55%
TV ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & R 1,065 3 01/01/98 12/31/2000 2,312 870 3,182 04/01/99 41.55%
Pennan
TV Tenant Constr Specialties R 1,652 3 02/01/98 01/31/2001 2,371 1,207 3,578 04/01/99 38.72%
PT ▇▇▇ ▇▇▇ R 2,477 1 04/01/98 03/31/99 - 768 768 04/01/99 100.00%
PP CA State Univ- N 2,139 3 02/15/98 02/14/2001 7,535 5,877 13,412 04/01/99 37.44%
Sacramento
PP CA State ASCS E 3,300 1 03/01/98 01/31/99 650 130 780 04/01/99 100.00%
TV Court Development, Inc. E 1,211 1.5 02/01/98 10/31/99 - 745 745 04/01/99 66.56%
TV ▇▇▇▇▇▇▇ Manufacturing R 2,275 3 02/01/98 01/31/2001 - 1,265 1,265 04/01/99 38.72%
TV ▇.▇. ▇▇▇▇▇▇ R 1,752 3 03/01/98 02/28/2001 3,195 1,332 4,527 04/01/99 36.16%
PP CA CAD Solutions, Inc. N 1,004 5 04/01/98 03/31/2003 5,260 4,181 9,441 04/01/99 20.00%
TV Master Int'l. R 2,378 3 05/01/98 04/30/2001 - 1,634 1,634 04/01/99 30.59%
Corporation
PT ▇▇▇▇▇▇ ▇▇▇▇▇▇ R/E 682 4 05/01/98 04/30/2002 8,906 1,207 10,113 04/01/99 22.95%
PT ▇▇▇▇▇ ▇▇▇▇▇▇▇ R 855 3 03/01/98 02/28/2001 3,005 821 3,826 04/01/99 36.16%
PP AIA R 4,400 5 09/01/98 08/31/2003 14,000 9,240 23,240 04/01/99 11.62%
TV TCI Cablevision N 3,500 3 05/08/98 04/30/2001 4,126 2,352 6,478 04/01/99 30.15%
TV Regional Bldg. Services N 850 3 10/01/98 09/30/2001 - 1,043 1,043 04/01/99 16.62%
------------------------------
Total - Existing Leases 52,360 80,609 132,969
PBP Glenborough
Property Tenant Share Share
PP Sac Convention Center 12,371 31,371
PT River City Auction & 1,216 1,710
Rlty.
PT ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 943 1,326
TV ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & 1,322 1,860
Pennan
TV Tenant Constr Specialties 1,385 2,193
PT ▇▇▇ ▇▇▇ 768 0
PP CA State Univ- 5,022 8,390
Sacramento
PP CA State ASCS 780 0
TV Court Development, Inc. 496 249
TV ▇▇▇▇▇▇▇ Manufacturing 490 775
TV ▇.▇. ▇▇▇▇▇▇ 1,637 2,890
PP CA CAD Solutions, Inc. 1,888 7,553
TV Master Int'l. 500 1,134
Corporation
PT ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,320 7,793
PT ▇▇▇▇▇ ▇▇▇▇▇▇▇ 1,384 2,442
PP AIA 2,700 20,540
TV TCI Cablevision 1,953 4,525
TV Regional Bldg. Services 173 870
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Total - Existing Leases 37,348 95,621
PP = Park Plaza N = New
PT = Poplar Towers R = Renewal
TV = Totem Valley E = Expansion