0000950123-10-089032 Sample Contracts

Liberty Property Limited Partnership (a Pennsylvania Limited Partnership) $350,000,000 4.75% Senior Notes due 2020 Underwriting Agreement
Underwriting Agreement • September 27th, 2010 • Liberty Property Limited Partnership • Real estate • New York

Banc of America Securities LLC Citigroup Global Markets Inc. Wells Fargo Securities, LLC As Representatives of the several Underwriters Named in Schedule I hereto

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FORM OF SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 27th, 2010 • Liberty Property Limited Partnership • Real estate • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of September [ _____ ], 2010, between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Company”), having its principal offices at 500 Chesterfield Parkway, Malvern, Pennsylvania 19355, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), having its Corporate Trust Office at Two Liberty Place, 50 S. 16th Street, Suite 2000, Mail Station: Ex-PA-WBSP, Philadelphia, PA 19102.

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