0001104659-15-021755 Sample Contracts

Liberty Property Limited Partnership (a Pennsylvania Limited Partnership) $400,000,000 3.750% Senior Notes due 2025
Underwriting Agreement • March 23rd, 2015 • 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 Wells Fargo Securities, LLC, Citigroup Global Markets Inc. 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 $400,000,000 principal amount of the 3.750% Senior Notes due 2025 of the Operating Partnership (the “Securities”).

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FORM OF FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 23rd, 2015 • Liberty Property Limited Partnership • Real estate • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of March 24, 2015, 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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