0001104659-13-072577 Sample Contracts

Liberty Property Limited Partnership (a Pennsylvania Limited Partnership) $450,000,000 4.400% Senior Notes due 2024
Underwriting Agreement • September 27th, 2013 • Liberty Property Limited Partnership • Real estate • New York

Liberty Property Trust, a Maryland real estate investment trust (the “Company”), and Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), each wishes to confirm as follows its agreement (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC (the “Representatives”), as representatives of the Underwriters named in Schedule I hereto (the “Underwriters”), with respect to the sale by the Operating Partnership and the purchase by the Underwriters of an aggregate of $450,000,000 principal amount of the 4.400% Senior Notes due 2024 of the Operating Partnership (the “Securities”).

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FORM OF SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 27th, 2013 • Liberty Property Limited Partnership • Real estate • New York

FOURTH SUPPLEMENTAL INDENTURE, dated as of September 27, 2013, 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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