UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number: 1-13130 (Liberty Property Trust)
1-13132 (Liberty Property Limited Partnership)
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrants as specified in their governing documents)
MARYLAND (Liberty Property Trust) 23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership) 23-2766549
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification Number)
65 Valley Stream Parkway, Suite 100, Malvern, Pennsylvania 19355
(Address of Principal Executive Offices) (Zip Code)
Registrants' Telephone Number, Including Area Code (610)648-1700
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 twelve (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
On May 11, 1998, 60,681,514 Common Shares of Beneficial Interest, par
value $.001 per share, of Liberty Property Trust were outstanding.
<PAGE>
LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP
FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1998
INDEX
- -----
Part I. Financial Information
- -------------------------------
Item 1. Financial Statements (unaudited) Page
----
Consolidated balance sheets of Liberty Property
Trust at March 31, 1998 and December 31, 1997. 4
Consolidated statements of operations of Liberty
Property Trust for the three months ended March 31,
1998 and March 31, 1997. 5
Consolidated statements of cash flows of Liberty
Property Trust for the three months ended March 31,
1998 and March 31, 1997. 6
Notes to consolidated financial statements for
Liberty Property Trust. 7-9
Consolidated balance sheets of Liberty Property
Limited Partnership at March 31, 1998 and
December 31, 1997. 10
Consolidated statements of operations of Liberty
Property Limited Partnership for the three months
ended March 31, 1998 and March 31, 1997. 11
Consolidated statements of cash flows of Liberty
Property Limited Partnership for the three months
ended March 31, 1998 and March 31, 1997. 12
Notes to consolidated financial statements for
Liberty Property Limited Partnership. 13-14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 14-20
Part II. Other Information 20-21
- ---------------------------
Signatures 22
- -2-
<PAGE>
- -----------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in
this Quarterly Report on Form 10-Q contain statements that are or will be
forward-looking, such as statements relating to acquisitions and other
business development activities, future capital expenditures, 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, 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 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 and the potential adverse impact of
market interest rates on the market price for the Company's securities.
- -3-
<PAGE>
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, 1998 DECEMBER 31, 1997
------------------ -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Real estate:
Land and land improvements $ 278,866 $ 238,519
Buildings and improvements 1,907,192 1,649,512
Less accumulated depreciation (162,242) (149,311)
---------- ----------
Operating real estate 2,023,816 1,738,720
Development in progress 199,261 156,093
Land held for development 63,826 61,904
---------- ----------
Net real estate 2,286,903 l,956,717
Cash and cash equivalents 37,119 55,079
Accounts receivable 6,402 6,517
Deferred financing and leasing costs,
net of accumulated amortization (1998,
$42,792; 1997, $40,560) 31,865 32,536
Prepaid expenses and other assets 44,475 43,488
---------- ----------
Total assets $2,406,764 $2,094,337
========== ==========
LIABILITIES
Mortgage loans $ 376,701 $ 363,591
Unsecured notes 525,000 350,000
Credit facility 148,000 135,000
Convertible debentures 109,253 111,543
Accounts payable 17,643 14,544
Accrued interest 8,176 10,960
Dividend payable 27,672 25,927
Other liabilities 49,622 42,499
---------- ----------
Total liabilities 1,262,067 1,054,064
Minority interest 86,997 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 March 31, 1998 and
December 31, 1997 120,814 120,814
Common shares of beneficial interest, $.001
par value, 200,000,000 shares authorized,
56,844,749 and 52,692,940 shares issued
and outstanding as of March 31, 1998
and December 31, 1997, respectively 57 53
Additional paid-in capital 950,829 846,949
Unearned compensation (879) (985)
Dividends in excess of net income (13,121) (11,236)
---------- -----------
Total shareholders' equity 1,057,700 955,595
---------- -----------
Total liabilities and shareholders' equity $2,406,764 $2,094,337
========== ===========
</TABLE>
See accompanying notes.
- -4-
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST
(UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
----------------- ---------------
<S> <C> <C>
REVENUE
Rental $ 61,015 $ 34,641
Operating expense reimbursement 20,250 10,849
Management fees 147 153
Interest and other 1,207 839
--------- ---------
Total revenue 82,619 46,482
--------- ---------
OPERATING EXPENSES
Rental property expenses 14,916 8,639
Real estate taxes 7,019 3,280
General and administrative 3,350 2,487
Depreciation and amortization 14,219 7,970
--------- ---------
Total operating expenses 39,504 22,376
--------- ---------
Operating income 43,115 24,106
Interest expense 16,566 12,582
--------- ---------
Income before minority interest 26,549 11,524
Minority interest 1,809 975
--------- ---------
Net income 24,740 10,549
Preferred dividend 2,750 -
--------- ---------
Income available to common shareholders $ 21,990 $ 10,549
========= =========
Income per common share - basic $ 0.40 $ 0.32
========= =========
Income per common share - diluted $ 0.40 $ 0.32
========= =========
Dividends declared per common share $ 0.42 $ 0.41
========= =========
Weighted average number of common shares
outstanding - basic 55,279 32,496
========= =========
Weighted average number of common shares
outstanding - diluted 55,667 32,781
========= =========
</TABLE>
See accompanying notes.
- -5-
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
(UNAUDITED AND IN THOUSANDS)
<TABLE>
<CAPTION>
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
---------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 24,740 $ 10,549
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 14,219 7,970
Amortization of deferred financing costs 1,103 1,139
Minority interest in net income 1,809 975
Noncash compensation 106 105
Changes in operating assets and liabilities:
Accounts receivable 115 (1,021)
Prepaid expenses and other assets (1,031) (1,854)
Accounts payable 3,099 2,156
Accrued interest (2,784) (3,492)
Other liabilities 7,810 5,624
---------- ---------
Net cash provided by operating activities 49,186 22,151
---------- ---------
INVESTING ACTIVITIES
Investment in properties (258,374) (68,887)
Investment in development in progress (68,249) (31,321)
Investment in land held for development (1,922) (5,609)
Increase in deferred leasing costs (2,195) (1,644)
---------- ---------
Net cash used in investing activities (330,740) (107,461)
---------- ---------
FINANCING ACTIVITIES
Net proceeds from issuance of common shares 103,438 174,173
Proceeds from issuance of unsecured notes 175,000 -
Proceeds from mortgage loans - 42,465
Repayments of mortgage loans (1,271) (647)
Proceeds from lines of credit 229,000 56,062
Repayments on lines of credit (216,000) (170,000)
Increase in deposits on pending acquisitions (95) (1,293)
Decrease (increase) in deferred financing costs 576 (390)
Common dividends (22,130) (12,862)
Preferred dividends (2,750) -
Distributions to partners (2,174) (1,664)
---------- ---------
Net cash provided by financing activities 263,594 85,844
Decrease (increase) in cash and cash equivalents (17,960) 534
Cash and cash equivalents at beginning of period 55,079 19,612
---------- ---------
Cash and cash equivalents at end of period $ 37,119 $ 20,146
========== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and
deferred costs $ 20 $ 257
Acquisition of properties (14,612) (36,574)
Assumption of mortgage loans 14,381 31,041
Issuance of operating partnership units 231 5,533
Noncash compensation 687 567
Conversion of convertible debentures 2,212 20,051
========== =========
</TABLE>
See accompanying notes.
- -6-
<PAGE>
LIBERTY PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1998
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited consolidated financial statements of Liberty
Property Trust (the "Trust") and its subsidiaries, including Liberty
Property Limited Partnership (the "Operating Partnership") (the Trust,
Operating Partnership and their respective subsidiaries referred to
collectively as the "Company"), have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements and should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Annual Report on Form 10-K of the Trust and the Operating Partnership for
the year ended December 31, 1997. In the opinion of management, all
adjustments (consisting solely of normal recurring adjustments) necessary
for a fair presentation of the financial statements for these interim
periods have been included. The results of interim periods are not
necessarily indicative of the results to be obtained for a full fiscal
year. Certain amounts from prior periods have been restated to conform
to current period presentation.
In the fourth quarter of 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share", which replaced the
calculation of primary and fully diluted income per common share with
basic and diluted income per common share. Unlike primary income per
common share, basic income per common share excludes any dilutive effects
of options. Diluted income per common share generally includes the
weighted average common shares, the effect of the outstanding options,
and the conversion of the Units and Convertible Debentures into common
shares, unless the inclusion of such common share equivalents are
antidilutive for the period(s) presented.
- -7-
<PAGE>
The following table sets forth the computation of basic and diluted
income per common share:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED MARCH 31, 1998 ENDED MARCH 31, 1997
------------------------------------- -------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- --------- ----------- ------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Net income $ 24,740 $ 10,549
Less: Preferred
dividends 2,750 -
-------- --------
Basic income per
common share
Income available
to common share-
holders 21,990 55,279 $ 0.40 10,549 32,496 $ 0.32
======= =======
Effect of dilutive
securities
Options - 388 - 285
-------- ------- -------- -------
Diluted income per
common share
Income available
to common share-
holders and assumed
conversions $ 21,990 55,667 $ 0.40 $ 10,549 32,781 $ 0.32
======== ======= ======= ======== ======= =======
</TABLE>
The EITF 97-11 ruling "Accounting for Internal Costs Relating to Real
Estate Property Acquisitions", effective March 19, 1998, requires the
expensing of internal acquisition costs. The Company has adopted this
release as of January 1, 1998 and accordingly, the results of operations
for the quarter reflect the expensing of internal acquisition costs. The
adoption of the ruling did not have a material effect on the results of
operations for the quarter ended March 31, 1998 and it is not anticipated
that it will have a material effect on the Company's results of
operations for future periods.
NOTE 2 - 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, the "Company"). At March 31, 1998, the Trust
owned a 92.38% interest in the Operating Partnership as the sole general
partner and a 0.02% interest as a limited partner. 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.
On January 22, 1998, the Company sold $75 million principal amount of
6.375% notes due 2013. Such notes are subject to mandatory repayment of
principal to the holders thereof in 2003 pursuant to a call/put option
relating to such notes. On January 23, 1998, the Company sold $100
million principal amount of 7.50% notes due 2018. The aggregate net
proceeds to the Company from such offerings were approximately $173.3
million.
- -8-
<PAGE>
On January 21, 1998, the Company consummated a public offering of
2,300,000 common shares. The aggregate net proceeds to the Company from
such offering were approximately $60.4 million.
On February 23, 1998, the Company consummated a public offering of
1,702,128 common shares. The aggregate net proceeds to the Company from
such offering were approximately $42.7 million.
On April 24, 1998, the Company consummated a public offering of 3,750,000
common shares. The aggregate net proceeds to the Company from such
offering were approximately $94.1 million.
NOTE 3 - 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 the first three months of 1998 and the acquisitions of 170 properties
acquired in 1997 and 48 properties acquired during the first three months
of 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 $274.6 million.
THREE MONTHS ENDED
----------------------------------------
MARCH 31, 1998 MARCH 31, 1997
------------------- ------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Total revenue $ 87,101 $ 77,565
Income available to common
shareholders 22,748 19,815
Income per share - basic (1) $ 0.40 $ 0.35
Income per share - diluted (1) 0.40 0.35
(1) Income in the per share calculations has been computed after a
deduction for minority interest.
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 of 1997
and the first three months of 1998 as of January 1, 1997, nor does it
purport to represent the results of operations of the Company for future
periods.
- -9-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(IN THOUSANDS)
MARCH 31, 1998 DECEMBER 31, 1997
---------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Real estate:
Land and land improvements $ 278,866 $ 238,519
Buildings and improvements 1,907,192 1,649,512
Less accumulated depreciation (162,242) (149,311)
---------- ----------
Operating real estate 2,023,816 1,738,720
Development in progress 199,261 156,093
Land held for development 63,826 61,904
---------- ----------
Net real estate 2,286,903 l,956,717
Cash and cash equivalents 37,119 55,079
Accounts receivable 6,402 6,517
Deferred financing and leasing costs,
net of accumulated amortization
(1998, $42,792; 1997, $40,560) 31,865 32,536
Prepaid expenses and other assets 44,475 43,488
---------- ----------
Total assets $2,406,764 $2,094,337
========== ==========
LIABILITIES
Mortgage loans $ 376,701 $ 363,591
Unsecured notes 525,000 350,000
Credit facility 148,000 135,000
Convertible debentures 109,253 111,543
Accounts payable 17,643 14,544
Accrued interest 8,176 10,960
Dividend payable 27,672 25,927
Other liabilities 49,622 42,499
---------- ----------
Total liabilities 1,262,067 1,054,064
OWNERS' EQUITY
General partner's equity 1,057,700 955,595
Limited partners' equity 86,997 84,678
---------- ----------
Total owners' equity 1,144,697 1,040,273
---------- ----------
Total liabilities and owners' equity $2,406,764 $2,094,337
========== ==========
</TABLE>
See accompanying notes.
- -10-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(UNAUDITED AND IN THOUSANDS)
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
----------------- ------------------
<S> <C> <C>
REVENUE
Rental $ 61,015 $ 34,641
Operating expense reimbursement 20,250 10,849
Management fees 147 153
Interest and other 1,207 839
--------- ---------
Total revenue 82,619 46,482
--------- ---------
OPERATING EXPENSES
Rental property expenses 14,916 8,639
Real estate taxes 7,019 3,280
General and administrative 3,350 2,487
Depreciation and amortization 14,219 7,970
--------- ---------
Total operating expenses 39,504 22,376
--------- ---------
Operating income 43,115 24,106
Interest expense 16,566 12,582
--------- ---------
Net income $ 26,549 $ 11,524
========= =========
Net income allocated to general partner $ 24,740 $ 10,549
Net income allocated to limited partners 1,809 975
========= =========
</TABLE>
See accompanying notes.
- -11-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(UNAUDITED AND IN THOUSANDS)
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
---------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 26,549 $ 11,524
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 14,219 7,970
Amortization of deferred financing costs 1,103 1,139
Noncash compensation 106 105
Changes in operating assets and liabilities:
Accounts receivable 115 (1,021)
Prepaid expenses and other assets (1,031) (1,854)
Accounts payable 3,099 2,156
Accrued interest (2,784) (3,492)
Other liabilities 7,810 5,624
---------- ---------
Net cash provided by operating activities 49,186 22,151
---------- ---------
INVESTING ACTIVITIES
Investment in properties (258,374) (68,887)
Investment in development in progress (68,249) (31,321)
Investment in land held for development (1,922) (5,609)
Increase in deferred leasing costs (2,195) (1,644)
---------- ---------
Net cash used in investing activities (330,740) (107,461)
---------- ---------
FINANCING ACTIVITIES
Proceeds from issuance of unsecured notes 175,000 -
Proceeds from mortgage loans - 42,465
Repayments of mortgage loans (1,271) (647)
Proceeds from lines of credit 229,000 56,062
Repayments on lines of credit (216,000) (170,000)
Increase in deposits on pending acquisitions (95) (1,293)
Decrease (increase) in deferred financing costs 576 (390)
Capital contributions 103,438 174,173
Distributions to partners (27,054) (14,526)
---------- ---------
Net cash provided by financing activities 263,594 85,844
Increase (decrease) in cash and cash equivalents (17,960) 534
Cash and cash equivalents at beginning of period 55,079 19,612
---------- ---------
Cash and cash equivalents at end of period $ 37,119 $ 20,146
========== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and
deferred costs $ 20 $ 257
Acquisition of properties (14,612) (36,574)
Assumption of mortgage loans 14,381 31,041
Issuance of operating partnership units 231 5,533
Noncash compensation 687 567
Conversion of convertible debentures 2,212 20,051
========== ==========
</TABLE>
See accompanying notes.
- -12-
<PAGE>
LIBERTY PROPERTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1998
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited consolidated financial statements of Liberty
Property Limited Partnership (the "Operating Partnership") and its direct
and indirect subsidiaries have been prepared in accordance with generally
accepted accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Annual Report on Form 10-K of the Trust and the Operating Partnership for
the year ended December 31, 1997. In the opinion of management, all
adjustments (consisting solely of normal recurring adjustments) necessary
for a fair presentation of the financial statements for these interim
periods have been included. The results of interim periods are not
necessarily indicative of the results to be obtained for a full fiscal
year. Certain amounts from prior periods have been restated to conform
to current period presentations.
The EITF 97-11 ruling "Accounting for Internal Costs Relating to Real
Estate Property Acquisitions", effective Mar0ch 19, 1998, requires the
expensing of internal acquisition costs. The Company has adopted this
release as of January 1, 1998 and accordingly, the results of operations
for the quarter reflect the expensing of internal acquisition costs. The
adoption of the ruling did not have a material effect on the results of
operations for the quarter ended March 31, 1998 and it is not anticipated
that it will have a material effect on the Company's results of
operations for future periods.
NOTE 2 - 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, the "Company"). At March 31, 1998, the Trust
owned a 92.38% interest in the Operating Partnership as the sole general
partner and a 0.02% interest as a limited partner. 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.
On January 22, 1998, the Company sold $75 million principal amount of
6.375% notes due 2013. Such notes are subject to mandatory repayment of
principal to the holders thereof in 2003 pursuant to a call/put option
relating to such notes. On January 23, 1998, the Company sold $100
million principal amount of 7.50% notes due 2018. The aggregate net
- -13-
<PAGE>
proceeds to the Company from such offerings were approximately $173.3
million.
On January 21, 1998, the Company consummated a public offering of
2,300,000 common shares. The aggregate net proceeds to the Company from
such offering were approximately $60.4 million.
On February 23, 1998, the Company consummated a public offering of
1,702,128 common shares. The aggregate net proceeds to the Company from
such offering were approximately $42.7 million.
On April 24, 1998, the Company consummated a public offering of 3,750,000
common shares. The aggregate net proceeds to the Company from such
offering were approximately $94.1 million.
NOTE 3 - 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 the first three months of 1998 and the acquisitions of 170 properties
acquired in 1997 and 48 properties acquired during the first three months
of 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 $274.6 million.
THREE MONTHS ENDED
---------------------------------------
MARCH 31, 1998 MARCH 31, 1997
------------------ ------------------
(IN THOUSANDS)
Total revenue $ 87,101 $ 77,565
Net income 25,498 22,565
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 of 1997
and the first three months of 1998 as of January 1, 1997, nor does it
purport to represent the results of operations of the Company for future
periods.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- -----------------------------------------------------------------------
The following discussion compares the activities of the Company for the
three months ended March 31, 1998 (unaudited) with the activities of the
Company for the three months ended March 31, 1997 (unaudited). 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. As used herein, the term "Company" includes the
Trust, the Operating Partnership and their subsidiaries.
This information should be read in conjunction with the accompanying
consolidated financial statements and notes included elsewhere in this
report.
- -14-
<PAGE>
The composition of the Company's in-service portfolio of rental
properties as of March 31, 1998 and 1997 is as follows (in thousands):
<TABLE>
<CAPTION>
TOTAL PERCENT OF TOTAL
SQUARE FEET SQUARE FEET PERCENT OCCUPIED
----------------- ---------------- -----------------
MARCH 31, MARCH 31, MARCH 31,
TYPE 1998 1997 1998 1997 1998 1997
- ------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Industrial - Distribution 15,644 12,743 43.2% 54.1% 94.6% 96.6%
Industrial - Flex 10,108 5,153 28.0% 21.9% 94.7% 90.8%
Office 10,398 5,660 28.8% 24.0% 95.4% 86.4%
------ ------ ------- ------- ------- -------
Total 36,150 23,556 100.0% 100.0% 94.9% 92.9%
====== ====== ====== ====== ====== ======
</TABLE>
The expiring square feet and annual base rent by year for the above in-
service portfolio of rental properties as of March 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>
1998 1,758 $ 6,741 1,627 $ 11,111 1,230 $ 12,855 4,615 $ 30,707
1999 2,064 9,149 2,065 14,778 1,523 16,326 5,652 40,253
2000 1,915 9,032 1,716 12,501 2,125 28,367 5,756 49,900
2001 2,414 10,538 1,472 11,114 1,250 15,316 5,136 36,968
2002 1,463 6,475 923 7,545 992 11,686 3,378 25,706
2003 915 4,357 656 5,282 451 5,665 2,022 15,304
Thereafter 4,276 21,553 1,115 11,536 2,345 32,128 7,736 65,217
------ -------- ------ -------- ------ -------- ------ --------
Total 14,805 $ 67,845 9,574 $ 73,867 9,916 $122,343 34,295 $264,055
====== ======== ====== ======== ====== ======== ====== ========
</TABLE>
The scheduled deliveries of the 4.5 million square feet of properties
under development as of March 31, 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
SQUARE FEET
-----------------------------
SCHEDULED IND- IND- PERCENT LEASED
IN-SERVICE DATE DIST. FLEX OFFICE TOTAL MARCH 31, 1998 TOTAL INVESTMENT
- ---------------- ----- ----- ------ ----- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
2nd Quarter 1998 108 115 248 471 64.6% $ 41,802
3rd Quarter 1998 69 180 110 359 61.0% 29,888
4th Quarter 1998 800 - 407 1,207 79.2% 72,448
1st Quarter 1999 275 305 91 671 2.7% 38,930
Thereafter 271 644 908 1,823 46.3% 174,831
----- ----- ------ ----- ------ ---------
Total 1,523 1,244 1,764 4,531 51.7% $ 357,899
===== ===== ====== ===== ====== =========
</TABLE>
RESULTS OF OPERATIONS
- ---------------------
For the three months ended March 31, 1998 compared to the three months
ended March 31, 1997.
- -----------------------------------------------------------------------
Rental revenues increased from $34.6 million to $61.0 million, or by 76%,
for the three months ended March 31, 1997 to 1998. This increase is
primarily due to the increase in the number of properties in operation
- -15-
<PAGE>
("Operating Properties") during the respective periods. As of March 31,
1997, the Company had 285 Operating Properties and as of March 31, 1998,
the Company had 496 Operating Properties. From January 1, 1997 through
March 31, 1997, the Company acquired or completed the development on 26
properties, for a Total Investment (as defined below) of approximately
$158.9 million. From January 1, 1998 through March 31, 1998, the Company
acquired or completed the development on 55 properties, for a Total
Investment of approximately $301.6 million. 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.
Operating expense reimbursement increased from $10.8 million to $20.3
million for the three months ended March 31, 1997 to 1998. This increase
was a result of the reimbursement from tenants for increases in rental
property expenses and real estate taxes. The operating expense recovery
percentage (the ratio of operating expense reimbursement to rental
property expenses and real estate taxes) increased from 91.0% for the
three months ended March 31, 1997 to 92.3% for the three months ended
March 31, 1998 due to the increase in occupancy.
Rental property and real estate tax expenses increased from $11.9 million
to $21.9 million for the three months ended March 31, 1997 to 1998. This
increase was due to the increase in the number of properties owned during
the respective periods.
Property level operating income for the "Same Store" properties
(properties owned as of January 1, 1997) increased from $31.0 million to
$32.4 million for the three months ended March 31, 1997 to 1998, an
increase of 4.3%. This increase was due to increases in the rental rates
for the properties and increases in occupancy.
Set forth below is a schedule comparing the property level operating
income for the Same Store properties for the three month periods ended
March 31, 1998 and 1997.
THREE MONTHS ENDED
(IN THOUSANDS)
-------------------------------------
MARCH 31, 1998 MARCH 31, 1997
---------------- -----------------
Rental revenue $ 33,133 $ 31,977
Operating expense reimbursement 9,676 10,145
-------- --------
42,809 42,122
Rental property expenses 7,322 8,094
Real estate taxes 3,108 2,983
-------- --------
Property level operating income $ 32,379 $ 31,045
======== ========
General and administrative expenses increased from $2.5 million for the
three months ended March 31, 1997 to $3.4 million for the three months
ended March 31, 1998. This $900,000 increase was 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.
Additionally, the first quarter of 1998 reflects the expensing of
internal acquisition costs as of January 1, 1998 in compliance with EITF
- -16-
<PAGE>
97-11, whereas these costs were previously capitalized. These increases
are somewhat mitigated by the benefit of certain economies of scale
experienced by the Company in owning and operating the properties.
Depreciation and amortization expense increased from $8.0 million for the
three months ended March 31, 1997 to $14.2 million for the three months
ended March 31, 1998. This increase was due to an increase in the number
of properties owned during the respective periods.
Interest expense increased from $12.6 million for the three months ended
March 31, 1997 to $16.6 million for the three months ended March 31,
1998. This increase was due to an increase in the average debt
outstanding for the first quarter of 1997 compared to the first quarter
of 1998, which equalled $647.7 million and $1,059.5 million,
respectively, partially offset by reduced interest rates. The reduction
in interest rates was partially the result of the Company receiving
investment grade ratings from both Standard & Poor's Rating Group ("S&P")
and Moody's Investor Service, Inc. ("Moody's") during mid-1997 which
enabled the Company to access public debt markets and other borrowings
more economically.
As a result of the foregoing, the Company's operating income increased
from $24.1 million for the three months ended March 31, 1997 to $43.1
million for the three months ended March 31, 1998. In addition, income
before minority interest for the three months increased from $11.5
million for the three months ended March 31, 1997 to $26.5 million for
the three months ended March 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1998, the Company had cash and cash equivalents of $37.1
million.
Net cash flow provided by operating activities increased from $22.2
million for the three months ended March 31, 1997 to $49.2 million for
the three months ended March 31, 1998. This $27.0 million increase was
primarily due to the cash provided by the additional Operating Properties
in service during the latter period.
Net cash used in investing activities increased from $107.5 million for
the three months ended March 31, 1997 to $330.7 million for the three
months ended March 31, 1998. This increase primarily resulted from
increased acquisition activity in the first three months of 1998 as
compared to the first three months of 1997.
Net cash provided by financing activities increased from $85.8 million
for the three months ended March 31, 1997 to $263.6 million for the three
months ended March 31, 1998. This increase was attributable to the
issuance of $175 million principal amount of unsecured notes and the
issuance of 4,002,128 common shares which generated net proceeds of
$103.1 million during the three months ended March 31, 1998.
The Company believes that its undistributed cash flow from operations is
adequate to fund its short-term liquidity requirements.
The Company funds its long-term liquidity requirements such as property
acquisition and development activities primarily through its $325.0
million unsecured line of credit (the "Credit Facility"). 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
- -17-
<PAGE>
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 the
Eurodollar Rate.
Periodically, the Company pays down borrowings on the Credit Facility
with funds from long term capital sources. In the first quarter of 1998,
the Company used approximately $216.0 million of the proceeds from the
common share offerings and from medium-term note issuances to paydown the
Credit Facility.
As of March 31, 1998, $376.7 million in mortgage loans were outstanding
with maturities ranging from 1998 to 2018. The interest rates on $351.0
million of mortgage loans are fixed and range from 6% to 9.13%. Interest
rates on $25.7 million of mortgage loans float with LIBOR or prime, of
which $19.1 million is subject to certain caps. The weighted average
interest rate for the mortgage loans is 7.6%, and the weighted average
remaining term is 8.0 years.
General
The Company expects to incur variable rate debt, including borrowings
under the Credit Facility, from time to time. The Company believes that
its existing sources of capital, including public debt and equity
markets, will provide sufficient funds to finance its continued
acquisition and development activities. In this regard, the Company
continues to evaluate its long-term capital sources which generally
include the availability of debt financing and access to equity.
In July 1995, the Company filed a shelf registration with the Securities
and Exchange Commission that enabled the Company to offer up to an
aggregate of $350.0 million of securities, including common shares of
beneficial interest, preferred shares of beneficial interest and debt
(the "Initial Shelf Registration").
On February 21, 1997, the Company filed a shelf registration with the
Securities and Exchange Commission that enables the Company to offer up
to an aggregate of $850.0 million of securities, including common shares
of beneficial interest, preferred shares of beneficial interest and debt
(the "Second Shelf Registration").
On December 24, 1997 the Company filed a shelf registration statement
with the Securities and Exchange Commission that enables the Company to
offer up to an aggregate of $1.5 billion of securities, including common
shares of beneficial interest, preferred shares of beneficial interest
and debt (the "Third Shelf Registration"). The Third Shelf Registration
Statement became effective on January 4, 1998. Collectively, the Initial
Shelf Registration, the Second Shelf Registration and the Third Shelf
Registration are referred to as the "Shelf Registration Statement."
On January 12, 1998, the Company augmented its medium-term note program
to enable the Company to offer, in the aggregate, up to $450 million of
the Operating Partnership's medium-term notes. Under the program, on
January 22, 1998, the Company sold $75 million principal amount of 6.375%
notes due 2013. Such notes are subject to mandatory repayment of
principal to the holders thereof in 2003 pursuant to a call/put option
relating to such notes. Also under the program, on January 23, 1998, the
Company sold $100 million principal amount of 7.50% notes due 2018. The
aggregate net proceeds to the Company from such offerings were
approximately $173.3 million.
- -18-
<PAGE>
On January 21, 1998, the Company consummated a public offering of
2,300,000 Common Shares. The aggregate net proceeds to the Company from
such offering were approximately $60.4 million.
On February 23, 1998, the Company consummated a public offering of
1,702,128 Common Shares. The aggregate net proceeds to the Company from
such offering were approximately $42.7 million.
On April 24, 1998, the Company consummated a public offering of 3,750,000
common shares. The aggregate net proceeds to the Company from such
offering were approximately $94.1 million.
Presently, the Company has the capacity pursuant to the Shelf
Registration Statement to issue up to $796.8 million in equity securities
and the Operating Partnership has the capacity to use up to $475.2
million in debt securities (including the $275.0 million of medium-term
notes available under the medium-term note program).
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 by GAAP. Funds from
Operations for the three months ended March 31, 1998 and March 31, 1997
are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(IN THOUSANDS)
--------------------------------
MARCH 31, 1998 MARCH 31, 1997
-------------- --------------
<S> <C> <C>
Income available to common shareholders $ 21,990 $ 10,549
Addback:
Minority interest 1,809 975
Depreciation and amortization 14,080 7,859
======== ========
Funds from operations $ 37,879 $ 19,383
======== ========
</TABLE>
INFLATION
- ---------
Inflation has remained relatively low during the last three years, and as
a result, it has not had a significant impact on the Company during this
- -19-
<PAGE>
period. The Credit Facility bears interest at a variable rate; therefore,
the amount of interest payable under the Credit Facility 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 and utilities, substantially all of the tenants' 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.
PART II: OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
4.1 Second Supplemental Indenture, dated as of January
12, 1998, between Liberty Property Limited Partnership (the "Operating
Partnership"), as Issuer, and The First National Bank of Chicago ("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.
4.2 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.
4.3 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.
10 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.
27 Financial Data Schedule (EDGAR VERSION ONLY)
- -20-
<PAGE>
b. Reports on Form 8-K
During the quarter ended March 31, 1998, the Registrants
filed seven current reports on Form 8-K:
(i) report 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);
(ii) report 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;
(iii) report dated February 13, 1998 reporting Items 5 and
7 and containing the Statement of Operating Revenues and Certain
Operating Expenses for the Pompano/Cypress Parks Properties (as defined
therein) and certain pro forma financial information;
(iv) report dated February 17, 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;
(v) report dated February 20, 1998 reporting Items 5 and 7
and containing as an Exhibit the Underwriting Agreement dated February
18, 1998 among the Registrants and the Underwriters (as defined
therein);
(vi) report dated March 5, 1998 reporting Items 5 and 7 and
containing a Historical Summary 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; and
(vii) report dated March 12, 1998 reporting Items 5 and 7
and containing the Statement of Operating Revenues and certain expenses
for the Acquisition Properties (as defined therein) and certain pro
forma financial information.
- -21-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIBERTY PROPERTY TRUST
/s/ WILLARD G. ROUSE III May 13, 1998
- ------------------------------ --------------------------------
Willard G. Rouse III Date
Chief Executive Officer
/s/ GEORGE J. ALBURGER, JR. May 13, 1998
- ------------------------------ --------------------------------
George J. Alburger, Jr. Date
Chief Financial Officer
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: LIBERTY PROPERTY TRUST, GENERAL PARTNER
/s/ WILLARD G. ROUSE III May 13, 1998
- ------------------------------ --------------------------------
Willard G. Rouse III Date
Chief Executive Officer
/s/ GEORGE J. ALBURGER, JR. May 13, 1998
- ------------------------------ --------------------------------
George J. Alburger, Jr. Date
Chief Financial Officer
- -22-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------
4.1 Second Supplemental Indenture, dated as of January 12,
1998, between Liberty Property Limited Partnership
(the "Operating Partnership"), as Issuer, and The
First National Bank of Chicago ("First Chicago"), as
Trustee, supplementing the SeniorIndenture, 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.
4.2 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.
4.3 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.
10 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.
27 Financial Data Schedule (EDGAR VERSION ONLY)
EXHIBIT 4.1
LIBERTY PROPERTY LIMITED PARTNERSHIP
ISSUER
TO
THE FIRST NATIONAL BANK OF CHICAGO
TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 12, 1998
FIXED RATE AND FLOATING RATE
MEDIUM-TERM NOTES DUE NINE MONTHS
OR MORE FROM DATE OF ISSUE
SUPPLEMENT TO INDENTURE,
DATED AS OF OCTOBER 24, 1997, BETWEEN
LIBERTY PROPERTY LIMITED PARTNERSHIP AND
THE FIRST NATIONAL BANK OF CHICAGO
SECOND SUPPLEMENTAL INDENTURE, dated as of January 12, 1998, between
LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
(the "Company"), having its principal offices at 65 Valley Stream
Parkway, Malvern, Pennsylvania 19355, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association organized under the laws of the
United States of America, as trustee (the "Trustee"), having its
Corporate Trust Office at One First National Plaza, Suite 0126, Chicago,
Illinois 60670-0126.
RECITALS
WHEREAS, the Company executed and delivered its Indenture (the "Original
Indenture"), dated as of October 24, 1997, to the Trustee to issue from
time to time for its lawful purposes debt securities evidencing its
unsecured indebtedness.
WHEREAS, the Original Indenture provides that by means of a supplemental
indenture, the Company may create one or more series of its debt
securities and establish the form and terms and conditions thereof.
WHEREAS, the Company intends by this Supplemental Indenture to (i)
create a series of debt securities, to be issued from time to time in an
unlimited aggregate principal amount entitled "Medium-Term Notes Due
Nine Months or More From Date of Issue" (the "Notes"); and (ii) (iii)
establish the forms and the terms and conditions of such Notes.
WHEREAS, the Board of Trustees of Liberty Property Trust (the "Trust"),
the general partner of the Company, has approved the creation of the
Notes and the form, terms and conditions thereof.
WHEREAS, the consent of Holders to the execution and delivery of this
Supplemental Indenture is not required, and all other actions required
to be taken under the Original Indenture with respect to this
Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
ARTICLE ONE
Definitions, Creation, Form and Terms and Conditions of the Debt
Securities
SECTION 1.01 Definitions. Capitalized terms used in this Supplemental
Indenture and not otherwise defined shall have the meanings ascribed to
them in the Original Indenture. In addition, the following terms shall
have the following meanings to be equally applicable to both the
singular and the plural forms of the terms defined:
"First Supplemental Indenture" means the First Supplemental
Indenture, dated as of October 24, 1997, between the Issuer and the
Trustee.
"Fixed Rate Notes" means the Company's Fixed Rate Notes due nine
months or more from date of issue, a form of which is attached hereto as
Exhibit A.
"Floating Rate Notes" means the Company's Floating Rate Notes due
nine months or more from date of issue, a form of which is attached
hereto as Exhibit B.
"Indenture" means the Original Indenture as supplemented by the
First Supplemental Indenture and by this Second Supplemental Indenture.
"Intercompany Debt" means Debt to which the only parties are the
Trust, any of its subsidiaries, the Company and any Subsidiary, or Debt
owed to the Trust arising from routine cash management practices, but
only so long as such Debt is held solely by any of the Trust, any of its
subsidiaries, the Company and any Subsidiary.
"Pricing Supplement" means a pricing supplement to the Prospectus,
dated October 24, 1997, as supplemented by the Prospectus Supplement,
dated January 12, 1997, establishing the terms of the applicable Notes.
SECTION 1.02 Creation of the Debt Securities. In accordance with
Section 301 of the Original Indenture, the Company hereby creates the
Notes as a separate series of its debt securities issued pursuant to the
Indenture. The Notes shall be issued from time to time in an unlimited
aggregate principal amount.
SECTION 1.03 Form of the Debt Securities. Each Note will be issued in
fully registered book-entry form or in certificated form, as specified
in the applicable Pricing Supplement. The Fixed Rate Notes shall be in
the form of Exhibit A attached hereto and the Floating Rate Notes shall
be in the form of Exhibit B attached hereto.
SECTION 1.04 Terms and Conditions of the Debt Securities. The Notes
shall be governed by all the terms and conditions of the Original
Indenture, as supplemented by this Second Supplemental Indenture, and in
particular, the terms of the Notes shall be as set forth from time to
time in the applicable Notes and the related Pricing Supplement. All
such terms and conditions set forth in such Notes and in such Pricing
Supplement are incorporated by reference into this Supplemental
Indenture. In addition, the provisions of Article 14 of the Original
Indenture shall apply to the Notes.
ARTICLE TWO
Additional Covenants
The Notes shall be governed by all the covenants contained in the
Original Indenture, as supplemented by this Second Supplemental
Indenture, and in particular, this Second Supplemental Indenture amends
Section 1004 of the Original Indenture to read as follows:
"SECTION 1004. Limitations on Incurrence of Debt.
(a) The Company will not, and will not permit any Subsidiary to,
incur any Debt, other than Intercompany Debt, that is subordinate in
right of payment to the Notes, if, immediately after giving effect to
the incurrence of such Debt and the application of the proceeds thereof,
the aggregate principal amount of all outstanding Debt of the Company
and its Subsidiaries on a consolidated basis determined in accordance
with GAAP is greater than 60% of the sum of (i) the Company's Adjusted
Total Assets as of the end of the most recent fiscal quarter prior to
the incurrence of such additional Debt and (ii) the increase in Adjusted
Total Assets since the end of such quarter (including any increase
resulting from the incurrence of additional Debt).
(b) The Company will not, and will not permit any Subsidiary to,
incur any Debt if the ratio of Consolidated Income Available for Debt
Service to the Annual Service Charge on the date on which such
additional Debt is to be incurred would have been less than 1.5 to 1, on
a pro forma basis, after giving effect to the incurrence of such Debt
and to the application of the proceeds thereof.
(c) The Company will not, and will not permit any Subsidiary to,
incur any Debt secured by any mortgage, lien, charge, pledge,
encumbrance or security interest of any kind upon any of the properties
of the Company or any Subsidiary ("Secured Debt"), whether owned at the
date hereof or hereafter acquired, if, immediately after giving effect
to the incurrence of such Secured Debt and the application of the
proceeds thereof, the aggregate principal amount of all outstanding
Secured Debt of the Company and its Subsidiaries on a consolidated basis
is greater than 40% of the sum of (i) the Company's Adjusted Total
Assets as of the end of the most recent fiscal quarter prior to the
incurrence of such additional Debt and (ii) the increase in Adjusted
Total Assets since the end of such quarter (including any increase
resulting from the incurrence of additional Debt).
(d) The Company will at all time maintain an Unencumbered Total
Asset Value in an amount not less than 150% of the aggregate principal
amount of all outstanding unsecured Debt of the Company and its
Subsidiaries on a consolidated basis.
For purposes of the foregoing provisions regarding the limitation on the
incurrence of Debt, Debt shall be deemed to be "incurred" by the Company
or a Subsidiary whenever the Company or such Subsidiary shall create,
assume, guarantee or otherwise become liable in respect thereof."
ARTICLE THREE
Trustee
SECTION 3.01 Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or the due execution thereof by the Company.
The recitals of fact contained herein shall be taken as the statements
solely of the Company, and the Trustee assumes no responsibility for the
correctness thereof.
ARTICLE FOUR
Miscellaneous Provisions
SECTION 4.01 Ratification of Original Indenture. This Supplemental
Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture, and as supplemented and modified
hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
SECTION 4.02 Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction
hereof.
SECTION 4.03 Successors and Assigns. All covenants and agreements in
this Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
SECTION 4.04 Separability Clause. In case any one or more of the
provisions contained in this Supplemental Indenture shall for any reason
be held to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
SECTION 4.05 Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of
New York. This Supplemental Indenture is subject to the provisions of
the Trust Indenture Act, that are required to be part of this
Supplemental Indenture and shall, to the extent applicable, be governed
by such provisions.
SECTION 4.06 Counterparts. This Supplemental Indenture may be executed
in any number of counterparts, and each of such counterparts shall for
all purposes be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to
be hereunto affixed and attested, all as of the date first above
written.
LIBERTY PROPERTY LIMITED PARTNERSHIP
By:Liberty Property Trust,
as its sole General Partner
By:/s/ Willard G. Rouse III
- ---------------------------------------
Name: Willard G. Rouse III
Title: Chief Executive Officer
Attest:
/s/ James J. Bowes
- ---------------------------------------
Name: James J. Bowes
Title: Secretary
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:/s/ Richard D. Manella
- ---------------------------------------
Name: Richard D. Manella
Title: Vice President
Attest:
/s/ Mark J. Frye
- ---------------------------------------
Name: Mark J. Frye
Title: Asst. Vice President
STATE OF PENNSYLVANIA)
) ss:
COUNTY OF CHESTER)
On the 12th day of January 1998, before me personally came Willard G.
Rouse III, to me known, who, being by me duly sworn, did depose and say
that he/she resides at 65 Valley Stream Parkway, Malvern, PA, that
he/she is Chief Exec. Officer of LIBERTY PROPERTY TRUST, the sole
general partner of LIBERTY PROPERTY LIMITED PARTNERSHIP, one of the
parties described in and which executed the foregoing instrument, and
that he/she signed his/her name thereto by authority of the Board of
Trustees.
[Notarial Seal]
/s/ Meredith A. Huffman
- ---------------------------------------
Notary Public
COMMISSION EXPIRES
STATE OF ILLINOIS)
) SS
COUNTY OF COOK)
On the 7th day of January, 1998, before me personally came Richard D.
Manella, to me known, who, being by me duly sworn, did depose and say
that he is a Vice President of the First National Bank of Chicago, one
of the corporations described herein and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and
that he signed his name thereto by like authority.
[Notarial Seal]
/s/ Dana McCray
- ---------------------------------------
Notary Public
COMMISSION EXPIRES
Exhibit A
[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)
REGISTEREDCUSIP No.:PRINCIPAL AMOUNT: $
No. FXR-_____
ORIGINAL ISSUE DATE:INTEREST RATE: %STATED MATURITY DATE:
INTEREST PAYMENT DATE(S):DEFAULT RATE: %
[ ] _______ and ________
[ ] Other:
INITIAL REDEMPTIONINITIAL REDEMPTIONANNUAL REDEMPTION
DATE:PERCENTAGE: %PERCENTAGE
REDUCTION: %
OPTIONAL REPAYMENTREPAYMENT PRICE: %[ ] CHECK IF A DISCOUNT NOTE
DATE(S): Issue Price: %
SPECIFIED CURRENCY:AUTHORIZED DENOMINATION:
[ ] United States dollars[ ] $1,000 and integral
[ ] Other: multiples thereof
[ ] Other:
EXCHANGE RATEEXCHANGE RATE:
AGENT:U.S. $1.00 =
ADDENDUM ATTACHED:OTHER/ADDITIONAL PROVISIONS:
[ ] 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
, 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:
Name:
Title:
Dated: , 199
ATTEST:
By:
Name:
Title:
[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
ByDate: , 199
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.
Exhibit B
[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
(Floating Rate)
REGISTEREDCUSIP No.:PRINCIPAL AMOUNT: $
No. FLR-____
INTEREST RATE BASISORIGINAL ISSUE DATE:STATED MATURITY DATE:
OR BASES:
IF LIBOR:
[ ] LIBOR Reuters
[ ] LIBOR Telerate
[ ] Designated LIBOR Currency
[ ] Designated LIBOR Page:
[ ] Reuters Page:
[ ] Telerate Page:
IF CMT RATE:
Designated CMT Telerate Page:
If Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Average
Designated CMT Maturity Index:
INITIAL INTEREST RATE: %
INITIAL INTEREST RESET DATE:
INTEREST RESET PERIOD:
INTEREST RESET DATE(S):
INTEREST PAYMENT DATE(S):
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
MINIMUM INTEREST RATE: %
MAXIMUM INTEREST RATE: %
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE: %
ANNUAL REDEMPTION PERCENTAGE REDUCTION: %
OPTIONAL REPAYMENT DATE(S):
REPAYMENT PRICE: %
[ ] CHECK IF A DISCOUNT NOTE ISSUE PRICE: %
INTEREST CATEGORY:
[ ] Regular Floating Rate Note
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date:
Fixed Interest Rate: %
[ ] Inverse Floating Rate Note
Fixed Interest Rate: %
DAY COUNT CONVENTION:
[ ]30/360 for the period from to
------------------- -------------------
[ ]Actual/360 for the period from to
---------------- ---------------
[ ]Actual/Actual for the period from to
--------------- ---------------
Applicable Interest Rate Basis:
SPECIFIED CURRENCY:
[ ] United States dollars
[ ] Other:
AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples thereof
[ ] Other:
CALCULATION AGENT:
EXCHANGE RATE AGENT:EXCHANGE RATE:DEFAULT RATE: %
U.S. $1.00 =
ADDENDUM ATTACHED:ISSUE PRICE:
[ ] Yes
[ ] No
AGENT'S DISCOUNT OR COMMISSION:
OTHER/ADDITIONAL PROVISIONS:
- --------------------------
* 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
, or registered assigns, upon presentation, the principal sum of $
, 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 a rate per annum
equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above and thereafter at a rate determined
in accordance with the provisions specified above and on the reverse
hereof or in an Addendum hereto with respect to one or more Interest
Rate Bases 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 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 of 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 other than the Maturity Date would
otherwise be a day that is not a Business Day, such Interest Payment
Date shall be postponed to the next succeeding Business Day, except that
if LIBOR is an applicable Interest Rate Basis and such Business Day
falls in the next succeeding calendar month, such Interest Payment Date
shall be the immediately preceding Business Day, and if 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, each 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 "Composite
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:
- ---------------------------------------
Name:
Title:
Dated: ---------------------------------------
ATTEST:
By:
- ---------------------------------------
Name:
Title:
[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: ---------------------------------------
Date: , 199
Authorized Signatory
[REVERSE OF NOTE]
LIBERTY PROPERTY LIMITED PARTNERSHIP
MEDIUM-TERM NOTE
(Floating 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 an
assumed yield on the Note to be constant. The assumed 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), a coupon rate
equal to the initial coupon rate applicable to this Note 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.
The interest rate borne by this Note shall be determined as follows:
(i)Unless the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate
Note" or as having an Addendum attached or having "Other/Additional
Provisions," in each case relating to different interest rate formula,
this Note shall be designated as a "Regular Floating Rate Note" and,
except as set forth below or specified on the face hereof or in an
Addendum hereto, shall bear interest at the rate determined by reference
to the applicable Interest Rate Basis or Bases (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any,
in each case as specified on the face hereof. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date specified on the
face hereof; provided, however, that the interest rate in effect for the
period, if any, from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate.
(ii)If the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note," then, except as described
below or specified on the face hereof or in an Addendum hereto, this
Note shall bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if
any, and/or (b) multiplied by the Spread Multiplier, if any. Commencing
on the Initial Interest Reset Date, the rate at which interest on this
Note shall be payable shall be reset as of each Interest Reset Date;
provided, however, that (y) the interest rate in effect for the period,
if any, from the Original Issue Date to the Initial Interest Reset Date
shall be the Initial Interest Rate and (z) the interest rate in effect
for the period commencing on the Fixed Rate Commencement Date specified
on the face hereof to the Maturity Date shall be the Fixed Interest Rate
specified on the face hereof or, if no such Fixed Interest Rate is
specified, the interest rate in effect hereon on the day immediately
preceding the Fixed Rate Commencement Date.
(iii)If the Interest Category of this Note is specified on the face
hereof as an "Inverse Floating Rate Note," then, except as set forth
below or specified on the face hereof or in an Addendum hereto, this
Note shall bear interest at the Fixed Interest Rate minus the rate
determined by reference to the applicable Interest Rate Basis or Bases
(a) plus or minus the Spread, if any, and/or (b) multiplied by the
Spread Multiplier, if any; provided, however, that, unless otherwise
specified on the face hereof or in an Addendum hereto, the interest rate
hereon shall not be less than zero. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date; provided, however, that
the interest rate in effect for the period, if any, from the Original
Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.
Except as set forth above or specified on the face hereof or in an
Addendum hereto, the interest rate in effect on each day shall be (i) if
such day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as defined below) immediately preceding
such Interest Reset Date or (ii) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding the most recent Interest Reset Date. If any
Interest Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next succeeding
Business Day, except that if LIBOR is an applicable Interest Rate Basis
and such Business Day falls in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day. In
addition, if the Treasury Rate is an applicable Interest Rate Basis and
the Interest Determination Date would otherwise fall on an Interest
Reset Date, then such Interest Reset Date will be postponed to the next
succeeding Business Day.
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be determined by the Calculation
Agent as of the applicable Interest Determination Date and will be
calculated by the Calculation Agent on or prior to the Calculation Date
(as defined below), except with respect to LIBOR and the 11th District
Cost of Funds Rate, which will be calculated on such Interest
Determination Date. The "Interest Determination Date" with respect to
the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds
Rate, the Kenny Rate and the Prime Rate will be the second Business Day
immediately preceding the applicable Interest Reset Date; the "Interest
Determination Date" with respect to the 11th District Cost of Funds Rate
shall be the last working day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of
San Francisco (the "FHLB of San Francisco") publishes the Index (as
defined below); and the "Interest Determination Date" with respect to
LIBOR shall be the second London Business Day immediately preceding the
applicable Interest Reset Date, unless the Designated LIBOR Currency is
British pounds sterling, in which case the "Interest Determination Date"
will be the applicable Interest Reset Date. The "Interest Determination
Date" with respect to the Treasury Rate shall be the day in the week in
which the applicable Interest Reset Date falls on which day Treasury
Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless that day
is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding
Friday); provided, however, that if an auction is held on the Friday of
the week preceding the applicable Interest Reset Date, the "Interest
Determination Date" shall be such preceding Friday, provided, further,
that if the Interest Determination Date would otherwise fall on an
Interest Reset Date, then such Interest Reset Date shall be postponed to
the next succeeding Business Day. If the interest rate of this Note is
determined with reference to two or more Interest Rate Bases specified
on the face hereof, the "Interest Determination Date" pertaining to this
Note shall be the most recent Business Day which is at least two
Business Days prior to the applicable Interest Reset Date on which each
Interest Rate Basis is determinable. Each Interest Rate Basis shall be
determined as of such date, and the applicable interest rate shall take
effect on the applicable Interest Reset Date.
Unless otherwise specified on the face hereof or in an Addendum hereto,
the rate with respect to each Interest Rate Basis will be determined in
accordance with the following provisions.
CD Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the CD Rate, the CD Rate shall be determined as of the
applicable Interest Determination Date (a "CD Rate Interest
Determination Date") as the rate on such date for negotiable United
States dollar certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication ("H.15(519)") under the
heading "CDs (Secondary Market)", or, if not published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on such CD
Rate Interest Determination Date for negotiable United States dollar
certificates of deposit of the Index Maturity as published by the
Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for United States Government Securities"
or any successor publication ("Composite Quotations") under the heading
"Certificates of Deposit". If such rate is not yet published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on
the related Calculation Date, then the CD Rate on such CD Rate Interest
Determination Date will be calculated by the Calculation Agent specified
on the face hereof and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such CD
Rate Interest Determination Date, of three leading nonbank dealers in
negotiable United States dollar certificates of deposit in The City of
New York selected by the Calculation Agent for negotiable United States
dollar certificates of deposit of major United States money center banks
in the market for negotiable United States dollar certificates of
deposit with a remaining maturity closest to the Index Maturity in an
amount that is representative for a single transaction in that market at
that time; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the CD
Rate determined as of such CD Rate Interest Determination Date will be
the CD Rate in effect on such CD Rate Interest Determination Date.
CMT Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the CMT rate, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest
Determination Date") as the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays Approximately
3:45 P.M.," under the column for the Designated CMT Maturity Index (as
defined below) for (i) if the Designated CMT Telerate Page is 7055, the
rate on such CMT Rate Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the weekly or monthly average, as
specified on the face hereof, for the week or month, as applicable,
ended immediately preceding the week or month, as applicable, in which
the related CMT Rate Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page or is not displayed by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in H.15(519). If such rate is no longer published or is not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate on such CMT Rate Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the Designated
CMT Maturity Index) for the CMT Rate Interest Determination Date with
respect to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate on the CMT Rate Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date reported, according to their written records, by
three leading primary United States government securities dealers in The
City of New York (each, a "Reference Dealer") selected by the
Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not
less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note
quotations, the CMT Rate on such CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market offered
rates as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest
to the Designated CMT Maturity Index and in an amount of at least U.S.
$100 million. If three or four (and not five) of such Reference Dealers
are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offered rates obtained and neither the highest
nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as mentioned herein, the CMT Rate determined as of
such CMT Rate Interest Determination Date will be the CMT Rate in effect
on such CMT Rate Interest Determination Date. If two Treasury Notes
with an original maturity as described in the second preceding sentence
have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the Calculation Agent will obtain quotations for the
Treasury Note with the shorter remaining term to maturity and will use
such quotations to calculate the CMT Rate as set forth above.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified on the
face hereof (or any other page as may replace such page on that service
(or any successor service) for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be
7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the United States Treasury securities (either one, two, three, five,
seven, 10, 20 or 30 years) specified on the face hereof with respect to
which the CMT Rate will be calculated. If no such maturity is specified
on the face hereof, the Designated CMT Maturity Index shall be two
years.
Commercial Paper Rate. If an Interest Rate Basis for this Note is
specified on the face hereof as the Commercial Paper Rate, the
Commercial Paper Rate shall be determined as of the applicable Interest
Determination Date (a "Commercial Paper Rate Interest Determination
Date") as the Money Market Yield (as defined below) on such date of the
rate for commercial paper having the Index Maturity as published in
H.15(519) under the heading "Commercial Paper". In the event that such
rate is not published by 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate on such Commercial
Paper Rate Interest Determination Date will be the Money Market Yield of
the rate for commercial paper having the Index Maturity as published in
Composite Quotations under the caption "Commercial--Nonfinancial Paper"
(with an Index Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days, respectively).
If such rate is not yet published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on such Calculation Date,
then the Commercial Paper Rate on such Commercial Paper Rate Interest
Determination Date will be calculated by the Calculation Agent and shall
be the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial Paper
Rate Interest Determination Date of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity placed for an industrial
issuer whose bond rating is "Aa," or the equivalent, from a nationally
recognized statistical rating organization; provided, however, that if
the dealers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate determined as of
such Commercial Paper Rate Interest Determination Date will be the
Commercial Paper Rate in effect on such Commercial Paper Rate Interest
Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360
--------------------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and "M"
refers to the actual number of days in the applicable Interest Reset
Period.
11th District Cost of Funds Rate. If an Interest Rate Basis for this
Note is specified on the face hereof as the 11th District Cost of Funds
Rate, the 11th District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "11th District Cost of Funds
Rate Interest Determination Date") as the rate equal to the monthly
weighted average cost of funds for the calendar month immediately
preceding the month in which such 11th District Cost of Funds Rate
Interest Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such 11th District Cost of Funds Rate Interest Determination Date. If
such rate does not appear on Telerate Page 7058 on such 11th District
Cost of Funds Rate Interest Determination Date, then the 11th District
Cost of Funds Rate on such 11th District Cost of Funds Rate Interest
Determination Date shall be the monthly weighted average cost of funds
paid by member institutions of the 11th Federal Home Loan Bank District
that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately
preceding such 11th District Cost of Funds Rate Interest Determination
Date. If the FHLB of San Francisco fails to announce the Index on or
prior to such 11th District Cost of Funds Rate Interest Determination
Date for the calendar month immediately preceding such 11th District
Cost of Funds Rate Interest Determination Date, the 11th District Cost
of Funds Rate determined as of such 11th District Cost of Funds Rate
Interest Determination Date will be the 11th District Cost of Funds Rate
in effect on such 11th District Cost of Funds Rate Interest
Determination Date.
Federal Funds Rate. If an Interest Rate Basis for this Note is
specified on the face hereof as the Federal Funds Rate, the Federal
Funds Rate shall be determined as of the applicable Interest
Determination Date (a "Federal Funds Rate Interest Determination Date")
as the rate on such date for United States dollar federal funds as
published in H.15(519) under the heading "Federal Funds (Effective)" or,
if not published by 3:00 P.M., New York City time, on the Calculation
Date, the rate on such Federal Funds Rate Interest Determination Date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on
the related Calculation Date, then the Federal Funds Rate on such
Federal Funds Interest Determination Date shall be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions in The
City of New York selected by the Calculation Agent, prior to 9:00 A.M.,
New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified on the face
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as
of the applicable Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions:
(i) if (a) "LIBOR Reuters" is specified on the face hereof, the
arithmetic mean of the offered rates (unless the Designated LIBOR Page
(as defined below) by its terms provides only for a single rate, in
which case such single rate will be used) for deposits in the Designated
LIBOR Currency having the Index Maturity, commencing on the applicable
Interest Reset Date, that appear (or, if only a single rate is required
as aforesaid, appears) on the Designated LIBOR Page (as defined below)
as of 11:00 A.M., London time, on such LIBOR Interest Determination
Date, or (b) "LIBOR Telerate" is specified on the face hereof, or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face
hereof as the method for calculating LIBOR, the rate for deposits in the
Designated LIBOR Currency having the Index Maturity, commencing on such
Interest Reset Date, that appears on the Designated LIBOR Page as of
11:00 A.M., London time, on such LIBOR Interest Determination Date. If
fewer than two such offered rates appear, or if no such rate appears, as
applicable, LIBOR on such LIBOR Interest Determination Date shall be
determined in accordance with the provisions described in clause (ii)
below.
(ii) with respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be,
on the Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent shall request the principal London offices of each of
four major reference banks in the London interbank market, as selected
by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in the Designated LIBOR Currency for the
period of the Index Maturity, commencing on the applicable Interest
Reset Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for
a single transaction in the Designated LIBOR Currency in such market at
such time. If at least two such quotations are so provided, then LIBOR
on such LIBOR Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two such quotations are so provided,
then LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center, on such LIBOR Interest
Determination Date by three major banks in such Principal Financial
Center selected by the Calculation Agent for loans in the Designated
LIBOR Currency to leading European banks, having the Index Maturity and
in a principal amount that is representative for a single transaction in
the Designated LIBOR Currency in such market at such time; provided,
however, that if the banks so selected by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR determined as of such LIBOR
Interest Determination Date shall be LIBOR in effect on such LIBOR
Interest Determination Date.
"Designated LIBOR Currency" means the currency or composite currency
specified on the face hereof as to which LIBOR shall be calculated. If
no such currency or composite currency is specified on the face hereof,
the Designated LIBOR Currency shall be United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuter Monitor Money Rates Service (or
any successor service) on the page specified on the face hereof (or any
other page as may replace such page on such service (or any successor
service)), for the purpose of displaying the London interbank rates of
major banks for the Designated LIBOR Currency, or (b) if "LIBOR
Telerate" is specified on the face hereof or if neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on the Dow Jones Telerate Service (or any
successor service) on the page specified on the face hereof (or any
other page as may replace such page on such service (or any successor
service)), for the purpose of displaying the London interbank rates of
major banks for the Designated LIBOR Currency.
Kenny Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the Kenny Rate, the Kenny Rate shall be determined as of
the applicable Interest Determination Date (a "Kenny Rate Interest
Determination Date") as the rate equal to the high grade weekly index
(the "Weekly Index") on such date made available by Kenny Information
Systems ("Kenny") to the Calculation Agent. The Weekly Index is, and
shall be, based upon 30 day yield evaluations at par of bonds, the
interest on which is exempt from Federal income taxation under the
Internal Revenue Code of 1986, as amended (the "Code"), of not less than
five high grade component issuers selected by Kenny which shall include,
without limitation, issuers of general obligation bonds. The specific
issuers included among the component issuers may be changed from time to
time by Kenny in its discretion. The bonds on which the Weekly Index is
based shall not include any bonds on which the interest is subject to a
minimum tax or similar tax under the Code, unless all tax-exempt bonds
are subject to such tax. In the event Kenny ceases to make available
such Weekly Index, a successor indexing agent will be selected by the
Calculation Agent, such index to reflect the prevailing rate for bonds
rated in the highest short-term rating category by Moody's Investors
Service, Inc. and Standard & Poor's Corporation in respect of issuers
most closely resembling the high grade component issuers selected by
Kenny for its Weekly Index, the interest on which is (A) variable on a
weekly basis, (B) exempt from Federal income taxation under the Code,
and (C) not subject to a minimum tax or similar tax under the Code,
unless all tax-exempt bonds are subject to such tax. If such successor
indexing agent is not available, the rate for any Kenny Rate Interest
Determination Date shall be 67% of the rate determined if the Treasury
Rate option had been originally selected.
Prime Rate. If an Interest Rate Basis for this Note is specified on the
face hereto as the Prime Rate, the Prime Rate shall be determined as of
the applicable Interest Determination Date (a "Prime Rate Interest
Determination Date") as the rate on such date as such rate is published
in H.15(519) under the heading "Bank Prime Loan." If such rate is not
published prior to 3:00 P.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the arithmetic mean of
the rates of interest publicly announced by each bank that appears on
the Reuters Screen USPRIME1 Page (as defined below) as such bank's prime
rate or base lending rates as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the Reuters
Screen USPRIME1 Page for such Prime Rate Interest Determination Date,
then the Prime Rate shall be the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year divided by
a 360-day year as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City of New
York selected by the Calculation Agent. If fewer than four such
quotations are so provided, the Prime Rate shall be the arithmetic mean
of four prime rates quoted on the basis of the actual number of days in
the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City of New
York by the major money center banks, if any, that have provided such
quotations and by a reasonable number of substitute banks or trust
companies to obtain four such prime rate quotations, provided such
substitute banks or trust companies are organized and doing business
under the laws of the United States, or any State thereof, each having
total equity capital of at least U.S. $500 million and being subject to
supervision or examination by Federal or State authority, selected by
the Calculation Agent to provide such rate or rates; provided, however,
that if the banks or trust companies so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime Rate
determined as of such Prime Rate Interest Determination Date will be the
Prime Rate in effect on such Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuter Monitor Money Rates Service (or any successor
service) (or such other page as may replace the USPRIME1 page on such
service (or any successor service) for the purpose of displaying prime
rates or base lending rates of major United States banks).
Treasury Rate. If an Interest Rate Basis for this Note is specified on
the face hereof as the Treasury Rate, the Treasury Rate shall be
determined as of the applicable Interest Determination Date (a "Treasury
Rate Interest Determination Date") as the rate from the auction held on
such Treasury Rate Interest Determination Date (the "Auction") of direct
obligations of the United States ("Treasury Bills") having the Index
Maturity, as such rate is published in H.15(519) under the heading
"Treasury bills-auction average (investment)" or, if not published by
3:00 P.M., New York City time, on the related Calculation Date, the
auction average rate of such Treasury Bills (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury. In the event that the results of the
Auction of Treasury Bills having the Index Maturity are not reported as
provided above by 3:00 P.M., New York City time, on such Calculation
Date, or if no such Auction is held, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30 P.M.,
New York City time, on such Treasury Rate Interest Determination Date,
of three leading primary United States government securities dealers
selected by the Calculation Agent, for the issue of Treasury Bills with
a remaining maturity closest to the Index Maturity; provided, however,
that if the dealers so selected by the Calculation Agent are not quoting
as mentioned in this sentence, the Treasury Rate determined as of such
Treasury Rate Interest Determination Date will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof.
The interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
The Calculation Agent shall calculate the interest rate hereon on or
before each Calculation Date. The "Calculation Date", if applicable,
pertaining to any Interest Determination Date shall be the earlier of
(i) the tenth calendar day after such Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business Day or (ii)
the Business Day immediately preceding the applicable Interest Payment
Date or the Maturity Date, as the case may be. At the request of the
holder hereof, the Calculation Agent will provide to the holder hereof
the interest rate hereon then in effect and, if determined, the interest
rate that will become effective as a result of a determination made for
the next succeeding Interest Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor
calculated for each day in the applicable Interest Period. Unless
otherwise specified as the Day Count Convention on the face hereof, the
interest factor for each such date shall be computed by dividing the
interest rate applicable to such day by 360 if the CD Rate, the
Commercial Paper Rate, the 11th District Cost of Funds Rate, the Federal
Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the
Treasury Rate is an applicable Interest Rate Basis, or by 365 if Kenny
Rate is an applicable Interest Rate Basis. Unless otherwise specified
as the Day Count Convention on the face hereof, the interest factor for
this Note, if the interest rate is calculated with reference to two or
more Interest Rate Bases, shall be calculated in each period in the same
manner as if only the Applicable Interest Rate Basis specified on the
face hereof applied.
All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards, and all
amounts used in or resulting from such calculation on this Note shall be
rounded, in the case of United States dollars, to the nearest cent or,
in the case of a Specified Currency other than United States dollars, to
the nearest unit (with one-half cent or unit being rounded upwards).
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 hereof 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 LAWS 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.
EXHIBIT 4.2
[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-3 53117E AC 2 75,000,000
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
1/22/98 6.375% 1/15/2013
INTEREST PAYMENT DATE(S): DEFAULT RATE: %
[X] Jan. 1 and Jul. 1
[ ] Other:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION: %
OPTIONAL REPAYMENT REPAYMENT PRICE: % [ ] CHECK IF A DISCOUNT
NOTE
DATE(S): July 15, 12003 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 $75,000,000 (Seventy Five 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 and
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: Oct. 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.
[FACE OF NOTE] Exhibit 4.3
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-4 53117EAD0 100,000,000
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
1/23/98 7.50% 01/15/2018
INTEREST PAYMENT DATE(S): DEFAULT RATE: %
[X] Mar. 15 and Sep. 15
[ ] Other:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION: %
OPTIONAL REPAYMENT REPAYMENT PRICE: % [ ] CHECK IF A
NOTE DISCOUNT
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 $100,000,000 (One Hundred 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 , 1997
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: Oct. 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 , 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.
EXHIBIT 10
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is
made as of the ____ day of March, 1998, 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"),
PNC BANK, NATIONAL ASSOCIATION, a national banking association ("PNC" or
"Document Agent"), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES, a German bank ("Dresdner" or a "Co-Agent"), KEYBANK NATIONAL
ASSOCIATION, a national banking association ("KeyBank" or a "Co-Agent"),
CORESTATES BANK, N.A., a national banking association ("CoreStates"),
THE FIRST NATIONAL BANK OF CHICAGO, a national banking association
("First Chicago"), CRESTAR BANK, a Virginia banking corporation
("Crestar"), SUMMIT BANK, a New Jersey banking corporation ("Summit"),
COMERICA BANK, a Michigan banking corporation ("Comerica") (BankBoston,
PNC, Dresdner, KeyBank, CoreStates, First Chicago, Crestar, Summit,
Comerica and the other lending institutions which are listed from time
to time on Schedule 1 are collectively hereinafter, the "Banks") and
BANKBOSTON, N.A., as agent for itself and such other lending
institutions (the "Agent").
WHEREAS, the parties hereto are parties to a certain Amended and
Restated Loan Agreement dated as of June 16, 1997 (the "Restated
Agreement");
WHEREAS, the parties have agreed to amend the Restated Agreement
to provide for the issuance of letters of credit by the Agent for the
account of the Borrower.
NOW, THEREFORE, the Borrower, the Company, the Agent and the Banks
hereby agree that effective upon the date hereof the Restated Agreement
is further amended as follows:
1. Definitions: The following terms shall have the meanings set
forth below and to the extent that any of the following terms are
already defined in the Restated Agreement, such definitions shall be
deemed to be amended and restated by the following definitions:
Drawing Date: The date on which a draft under a Letter of Credit is
paid by the Agent.
Letter of Credit. A letter of credit issued by the Agent for
the account of the Borrower pursuant to Section 2.9.
Letter of Credit Request. See Section 2.9.
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, the Letters of Credit
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 or outstanding. With respect to the Loans the
aggregate amount of unpaid principal thereof as of any date of
determination, provided, however, that there shall be added to the
outstanding principal amount of the Loans the face amount of each Letter
of Credit issued under Section 2.9 which has not expired or terminated
prior to the date of determination.
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 Section 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 Section 2.5(a), Section 2.9(a) or Section 11.1, the
principal amount of Unsecured Indebtedness (excluding the Subordinated
Debentures) outstanding after giving effect to the requested Loan or
after issuance of the requested Letter of Credit; (c) with respect to
Compliance Certificates delivered pursuant to Section 7.13, 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.
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 Borrower's
reimbursement obligations relating to the Letters of Credit, the
Subordinated Indebtedness and any Indebtedness evidenced by any bonds,
debentures, notes or other debt securities 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.
2. Letters of Credit. Section 2 of the Restated Agreement is
hereby amended by adding a new Section 2.9 at the end thereof:
Section 2.9. LETTERS OF CREDIT
(a) Up to $30,000,000 of the Commitments may
be used by Borrower for the issuance of Letters of Credit by the Agent
for the account of the Borrower subject to the terms and conditions set
forth herein. Each Letter of Credit shall be denominated in dollars and
shall be a standby letter of credit issued to support the obligations of
Borrower in connection with any purposes for which the proceeds of the
Loans may be used pursuant to Section7.11. The issuance of a Letter of
Credit shall be deemed to be an Investment under Section8.2(g) as of the
time of issuance. Each Letter of Credit shall have an initial term of
not more than one (1) year, and shall expire no later than five (5)
Business Days prior to the Maturity Date. Although the Agent shall be
the issuing bank of the Letter of Credit, each Bank hereby accepts for
its own account and risk an undivided interest equal to its Commitment
Percentage in the Agent's obligations and rights under each Letter of
Credit issued hereunder. Each Bank unconditionally and irrevocably
agrees with the Agent that, if a draft is paid under any Letter of
Credit, such Bank shall promptly pay to the Agent an amount equal to
such Bank's Commitment Percentage of the amount of such draft or any
part thereof. Upon the issuance of each Letter of Credit hereunder,
there shall be reserved from each Bank's Commitment an amount equal to
such Bank's Commitment Percentage of the face amount of the Letter of
Credit. Such reserved amounts shall remain in place and shall be
unavailable for borrowing under Section2.1 until the date that the
Letter of Credit expires, is fully drawn or is terminated.
(b) The Borrower shall give to the Agent a
written notice in the form of Exhibit F hereto of each Letter of Credit
requested hereunder (a "Letter of Credit Request") no less than five (5)
Business Days prior to the proposed issuance date of the requested
Letter of Credit. Each Letter of Credit Request shall specify (i) the
name and address of the beneficiary of the requested Letter of Credit,
(ii) the face amount of the requested Letter of Credit, (iii) the
proposed issuance date and expiration date of the requested Letter of
Credit, (iv) the proposed form of the requested Letter of Credit, and
(v) the permitted purpose for which the Letter of Credit will be used,
and shall be accompanied by a Compliance Certificate in the form of
Exhibit C hereto signed by a Responsible Officer setting forth in
reasonable detail computations evidencing compliance with the covenants
contained in Section 9 hereof after including in the outstanding amount
of Loans the face amount of the requested Letter of Credit. The Agent
may also require that the Borrower complete its standard letter of
credit application in the form of Exhibit G attached hereto, as such
standard form may be revised from time to time, and submit the same
together with the Letter of Credit Request. Within two (2) Business
Days after receipt of a Letter of Credit Request, the Agent shall
provide to each of the Banks by facsimile a copy of such Letter of
Credit Request and accompanying Compliance Certificate and each Bank
shall, within 24 hours thereafter, notify the Agent if it believes that
any of the conditions contained in Section11 of this Agreement has not
been met or waived such that a Loan in an amount equal to the face
amount of the requested Letter of Credit could be made on the proposed
issuance date of such Letter of Credit. If such a notice is given the
Requisite Banks shall promptly determine whether all of the conditions
contained in Section11 of this Agreement have been met or waived. If no
such notice is given by any Bank or if following such notice the
Requisite Banks determine that the conditions contained in Section11
have been met or waived, and if the Agent determines, in its discretion,
that it is willing to issue the requested Letter of Credit, and that it
is satisfied with the proposed form thereof, the Letter of Credit shall
be issued by the Agent and each of the Banks shall then be obligated to
the Agent with respect to its Commitment Percentage of the Letter of
Credit as provided above in Section 2.9(a).
(c) On or before the issuance date of any
requested Letters of Credit, the Borrower shall pay to the Agent for its
own account an issuance fee equal to one-eighth percent (.125%) of the
face amount of the Letter of Credit. On or before the date of any
renewal or extension of a Letter of Credit, the Borrower shall pay to
the Agent for its own account a renewal fee equal to five-hundredths
percent (.05%) of the face amount of the Letter of Credit. The Borrower
shall pay to the Agent for the account of the Banks a Letter of Credit
fee equal to the then prevailing Applicable Margin per annum of the face
amount of the Letter of Credit, which Letter of Credit fee shall be due
and payable on the issuance date of the Letter of Credit and on the date
of each renewal or extension thereof, and shall be prorated for any
partial year based on a 360-day year and paid for the actual number of
days between the issuance date and the expiration date of such Letter of
Credit. Promptly after its receipt thereof the Agent shall distribute
such Letter of Credit fee to the Banks pro-rata in accordance with their
respective Commitment Percentages. Such fees shall be nonrefundable and
shall not be further prorated in the event that the Letter of Credit
terminates prior to its scheduled expiration date. The Borrower also
agrees to reimburse the Agent for all reasonable fees, costs, expenses
and disbursements of the Agent in issuing, effecting payment under,
amending or otherwise administering any Letter of Credit.
(d) Promptly after each Drawing Date the Agent
shall notify the Banks and the Borrower of the amount of the draft paid
by the Agent on such Drawing Date. The payment of a draft under a
Letter of Credit shall constitute an advance of a Loan which shall bear
interest as a Base Rate Loan from the Drawing Date. On the Drawing Date
each Bank shall pay to the Agent its Commitment Percentage of the amount
of the draft under the Letter of Credit so paid. If the Agent receives
such payment from any Bank on a date after the Drawing Date, such Bank
shall pay to the Agent on demand an amount computed in the same manner
as the amount due to the Agent from a Bank which has made available
funds for loans after the Drawdown Date thereof pursuant to Section
2.7(b). Each Bank's obligation to pay its Commitment Percentage of each
draft under a Letter of Credit shall not be subject to the satisfaction
of the conditions set forth in Section11. Within three (3) Business
Days after each Drawing Date, the Borrower shall deliver to the Agent a
written explanation of the facts and circumstances relating to such
drawing and a Compliance Certificate and any other information requested
by the Agent for the purpose of allowing the Banks to determine whether
the drawing or related events have resulted in a Default or Event of
Default. The Agent shall promptly provide copies of such explanation
and information to the Banks.
(e) The Borrower's obligations under this
Section 2.9 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense
to payment which the Borrower may have or have had against the Agent,
any Bank or any beneficiary of a Letter of Credit. The Borrower also
agrees that the Agent shall not be responsible for, and the Borrower's
reimbursement obligations hereunder shall not be affected by, among
other things, (i) the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to
be invalid, fraudulent or forged, or (ii) any dispute between or among
the Borrower and any beneficiary of any Letter of Credit or any other
party to which such Letter of Credit may be transferred or (iii) any
claims whatsoever of the Borrower against any beneficiary of such Letter
of Credit or any such transferee. The Agent shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection
with any Letter of Credit, except for errors, omissions, interruptions
or delays caused by the Agent's gross negligence or willful misconduct.
The Borrower agrees that any action taken or omitted by the Agent under
or in connection with any Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the
Uniform Customs and Practices for Documentary Credits as the same may be
amended from time to time, shall be binding on the Borrower and shall
not result in any liability of the Agent to the Borrower.
(f) In the event that any Letters of Credit
are in effect at the time of an acceleration of the maturity of the
Loans pursuant to Section 12.1, the amounts which shall thereupon become
immediately due and payable by the Borrower shall include a sum equal to
the aggregate face amount of such then effective Letters of Credit.
Such sum shall be deposited in a cash collateral account to be opened by
the Agent. Amounts held in such cash collateral account shall be
applied by the Agent on each Drawing Date thereafter to pay any drafts
presented pursuant to the Letters of Credit. After all Letters of
Credit have been fully drawn upon, expired or otherwise terminated, any
balance remaining in such cash collateral account shall be applied in
the same manner as enforcement proceeds under Section12.4.
3. Amendment to Section 8.1. Section 8.1 of the Restated
Agreement is hereby amended and restated in its entirety as follows:
Section 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
Section7.8;
(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 $150,244,000 as of
March 31, 1997;
(g) Indebtedness under unsecured term notes
which may be hereafter issued by Borrower provided that the weighted
average maturity date of all such term notes outstanding at any time
shall not be earlier than four (4) years after the Facility Closing
Date. 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) Recourse Indebtedness other than that
described in other paragraphs of this Section 8.1 up to a maximum
principal amount outstanding at any time equal to four percent (4%) of
Total Assets at such time.
4. Amendment to Section 12.4. Section 12.4 of the Restated
Agreement is hereby amended by amending and restating paragraph (c)
thereof as follows:
(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 the deposit
in any cash collateral account established pursuant to Section2.9(f) of
the amount required thereby, to the payment of any obligations required
to be paid pursuant to Section9-504(1)(c) of the Uniform Commercial Code
of the Commonwealth of Massachusetts; and
5. Replacement Exhibit C. Exhibit C attached to the Restated
Agreement is hereby replaced with Exhibit C attached hereto.
6. Replacement Schedule 1.2. The Borrower did not exercise its
Commitment Reduction Option. Therefore, Schedule 1.2 and the Banks'
signature pages have been revised to remove the distinction between Core
Commitments and Additional Commitments. Schedule 1.2 to the Restated
Agreement is hereby replaced with Schedule 1.2 attached hereto.
7. Replacement Schedule 1.3. Schedule 1.3 to the Restated
Agreement is hereby replaced with Schedule 1.3 attached hereto.
8. Representations and Warranties. The Borrower and the Company
represent and warrant that each of the representations and warranties
contained in Section6 is true, correct and complete in all material
respects as of the date hereof to the same extent as though made on such
date and that no Default or Event of Default has occurred and is
continuing on the date hereof.
9. Miscellaneous. This Amendment shall be governed by,
interpreted and construed in accordance with all of the same provisions
applicable under the Restated Agreement including, without limitation,
all definitions set forth in Section 1.1, the rules of interpretation
set forth in Section 1.2, the provisions relating to governing law set
forth in Section 20, the provisions relating to counterparts in Section
22 and the provision relating to severability in Section 26. Except as
amended hereby all of the terms and conditions set forth in the Restated
Agreement shall remain in full force and effect and are hereby ratified
and confirmed.
IN WITNESS WHEREOF, the undersigned have duly executed this First
Amendment as a sealed instrument as of the date first set forth above.
WITNESS: LIBERTY PROPERTY TRUST
- -------------------------- By:
-------------------------------------
George J. Alburger, Jr.
Its Chief Financial Officer
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: LIBERTY PROPERTY TRUST,
its general partner
By:
---------------------------------
George J. Alburger, Jr.
Its Chief Financial Officer
BANKBOSTON, N.A.
as Agent
------------------------------------
By:
----------------------------------
Lori Y. Litow
Its Vice President
BANKBOSTON, N.A.
-------------------------------------
By:
----------------------------------
Lori Y. Litow
Its Vice President
Commitment: $60,000,000
Commitment Percentage: 18.46153%
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
Witness PNC BANK, NATIONAL ASSOCIATION
By:
- ----------------------------- ---------------------------------
Commitment: $50,000,000
Commitment Percentage: 15.38462%
Notice Address:PNC Bank
1600 Market Street
30th Floor
Philadelphia, PA 19103
Attn: Robert Leach
Fax:(215)585-5806
Witness DRESDNER BANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES
By:
- ------------------------------ ---------------------------------
By:
- ------------------------------ --------------------------------
Commitment: $45,000,000
Commitment Percentage: 13.84615%
Notice Address:Dresdner Bank AG
75 Wall Street
New York, New York 10005
Attn: Johannes Boeckmann
Fax:(212)429-2781
Witness KEYBANK, NATIONAL ASSOCIATION
By:
- -------------------------------- --------------------------------
Commitment: $40,000,000
Commitment Percentage: 12.30769%
Notice Address:
KeyBank, National Association
127 Public Square
6th Floor
OH-01-270-0603
Cleveland, OH 44114-1306
Attn: Michael Mitro
Fax:(216)689-3566
Witness CORESTATES BANK, N.A.
By:
- ------------------------------- ---------------------------------
Commitment: $35,000,000
Commitment Percentage: 10.76923%
Notice Address:
CoreStates Bank, N.A.
FC 1-8-10-67
1339 Chestnut Street
Philadelphia, PA 19107-7618
Attn: Glenn W. Gallagher
Fax:(215)786-6381
Witness THE FIRST NATIONAL BANK OF CHICAGO
By:
- -------------------------------- ----------------------------------
Commitment: $30,000,000
Commitment Percentage: 9.23077%
Notice Address:
The First National Bank of Chicago
One First National Plaza
Suite 0151, 14th Floor
Chicago, IL 60670
Attn: Lynn Braun
Fax:(312) 732-1117
Witness CRESTAR BANK
By:
- -------------------------------- ------------------------------
Commitment: $25,000,000
Commitment Percentage: 7.69231%
Notice Address:
Crestar Bank
8245 Boone Blvd.
Suite 820
Vienna, VA 22182
Fax:(703)902-9190
Attn: Greg T. Horstman
Witness SUMMIT BANK
By:
- ------------------------------- --------------------------------
Commitment: $20,000,000
Commitment Percentage: 6.15385%
Notice Address:
Summit Bank
1800 Chapel Avenue West
Cherry Hill, NJ 08002
Attn: Amy L. Brown
Fax:(609)486-3717
Witness COMERICA BANK
By:
- ------------------------------- ---------------------------------
Commitment: $20,000,000
Commitment Percentage: 6.15385%
Notice Address:
Comerica Bank
500 Woodward Avenue
MC:3256
Detroit, MI 48226
Attn: Scott Helmer
Fax:(313)222-9295
Exhibit C
Liberty Property Limited Partnership
65 Valley Stream Parkway
Malvern, PA 19355
Compliance Certificate under
Amended and Restated Loan Agreement dated as of June 16, 1997
The undersigned, a Responsible Officer of Liberty Property Trust,
general partner of Liberty Property Limited Partnership (the
"Borrower"), hereby certifies on behalf of the Borrower as of the date
hereof the following:
1. No Defaults. I have read a copy of the Amended and Restated Loan
Agreement dated as of June 16, 1997 (the "Loan Agreement") among the
Borrower, Liberty Property Trust, BankBoston, N.A., the other lending
institutions party thereto, and BankBoston, N.A., as Agent. Terms used
herein and not otherwise defined herein shall have the meanings set
forth in Section1.1 of the Loan Agreement. No Default is continuing in
the performance or observance of any of the covenants, terms or
provisions of the Loan Agreement or any of the other Loan Documents.
Without limiting the foregoing, the Borrower has not taken any actions
which are prohibited by the negative covenants set forth in Section8 of
the Loan Agreement. Attached hereto as Appendix I are all relevant
calculations needed to determine whether the Borrower is in compliance
with Section9.1 through Section9.10, inclusive, Section8.1(h),
Section8.2(e)(iv) and Section8.2(g) of the Loan Agreement as of the end
of the most recently completed fiscal quarter (except that in the case
of Compliance Certificates delivered pursuant to Section2.5(a),
Section2.9(a), Section11.1 or Section7.13, the calculations determining
compliance with Section9.1, Section9.2 and Section9.3 are based on
amounts of Unsecured Indebtedness, Pro Forma Principal Amount and Total
Liabilities which have been computed on a pro forma basis after giving
effect to the proposed transaction and, at the option of Borrower, Value
of All Unencumbered Properties, Unencumbered Net Operating Income and
Total Assets may similarly be computed on a proforma basis) and is in
compliance with Section8.7 of the Loan Agreement for the most recently
completed fiscal year and over the three most recently completed fiscal
quarters.
2. No Material Changes, Etc. Except as disclosed on Appendix II
hereto, since the [date of most recent financial statements furnished to
the Agent and the Banks], there have occurred no materially adverse
changes in the financial condition or business of the Borrower as shown
on or reflected in the balance sheet of the Borrower as at such date
other than (a) changes in the ordinary course of business that have not
had any materially adverse effect either individually or in the
aggregate on the business or financial condition of the Borrower and (b)
changes resulting from the making of the Loans and the transactions
contemplated by the Loan Agreement.
3. No Materially Adverse Contracts, Etc. Neither the Borrower nor the
Company is subject to any charter, corporate, trust, partnership or
other legal restriction, or any judgment, decree, order, rule or
regulation that has or is expected, in the reasonable judgment of the
Company's officers, in the future to have a Materially Adverse Effect.
Neither the Borrower nor the Company is a party to any contract or
agreement that has or is expected, in the reasonable judgment of the
Company's officers, to have a Materially Adverse Effect.
4. [Include for Compliance Certificates delivered pursuant to
Section7.4(d) and Section7.13]. Attached hereto as Appendix III is a
list of the Unencumbered Properties as of ____________. The Borrower
certifies that each of the Real Estate Assets listed on Appendix III
satisfied on said date each of the conditions set forth in the
definition of Unencumbered Property, except to the extent that waivers
may have been granted pursuant to Section5.2. Appendix III lists for
each Unencumbered Property its street address, name of the owner, type
(office or industrial), number of square feet and number of leased
square feet.
Liberty Property Limited Partnership
By: Liberty Property Trust,
Its general partner
By:
---------------------------------------
---------------------------------------
Its:
---------------------------------------
Date:
Appendix I
FINANCIAL COVENANT CALCULATIONS
Note: Unless otherwise indicated all calculations are as of
or for the fiscal quarter ending on such date (the "Fiscal Quarter").
1. Value of All Unencumbered Properties [Section9.1]
(a) Unencumbered Net Operating Income $
Annualize * $
Reserve
SF Unencumbered Properties
Reserve Amount for Unencumbered $
Subtotal $
Cap Rate 9.50%
Value of All Unencumbered Properties $
(b) Unsecured Indebtedness$
CALCULATIONS:(a)/(b) = ____% which is not less than 175%
2. Minimum Debt Service Coverage [Section9.2]
(a) Unencumbered Net Operating Income:$
(b) Pro Forma Unsecured Debt Service Charges based on the Pro
Forma Unsecured Principal Amount of $_______________ amortized over 25
years at _______% per annum, being the greater of _______% which is the
average actual interest rate on the Unsecured Indebtedness or 1.75%
above the current ten year U.S. Treasury bill yield: $____________
(c) One quarter of annual Interest Expense during current
fiscal year on Subordinated Debentures:$
(d) Pro Forma Unsecured Debt Service Charges (b)+(c)$
CALCULATIONS:(a)/(d) = _________ which is not less than 1.5
3. Total Liabilities to Total Assets [Section9.3]
(a) Total Liabilities:
Quarter End $
Minus: Draws under lines or other long term borrowings
repaid during Partial Quarter $
Plus: Draws under lines or other long term borrowings drawn
during Partial Quarter $
Total Liabilities$
(b) Total Assets:
Quarter end $
Plus: Net Change in Assets during Partial Quarter $
Total Assets $
CALCULATIONS:(a)/(b) = ____________ which is less than 60%
4. Total Liabilities minus Subordinated Indebtedness to Total Assets
[Section9.4]
(a) Total Liabilities (same as line 3(a))$
(b) Subordinated Indebtedness $
(c) Total Liabilities minus Subordinated indebtedness $
(d) Total Assets (same as line 3(b))$
CALCULATIONS:(c)/(d) = ___________ which is less than 55%
5. Maximum Secured Debt [Section9.5]
(a) Secured Indebtedness $
(b) Total Assets (same as line 3(b)) $
CALCULATIONS:(a)/(b) = ___________ which is less than 30%
6. Minimum Tangible Net Worth [Section9.6]
(a) Total Assets (same as line 3(b))$
(b) Total Liabilities (same as line 3(a))$
(c) Intangibles $
(d) Tangible Net Worth [(a)-(b)-(c)] $
(e) Net Offering Proceeds $
(f) $450,000,000 plus .75 times (e) $
COVENANT: Line (d) should exceed line (f)
7. Total Operating Cash Flow to Interest Expense [Section9.7]
(a) Funds From Operations (after deducting rent $
leveling adjustments)
(b) Interest expense accrued in accordance with GAAP $
(c) Capitalized interest $
(d) Amortization of loan acquisition costs $
(e) Interest Expense [(b)+(c)+(d)] $
(f) Gross leasable area of all Real Estate Assets
(g) Reserve Amount for all Real Estate Assets for $
fiscal quarter ((f) times $0.10 divided by 4)
(h) Total Operating Cash Flow [(a) + (e) -(g)] $
CALCULATIONS: (h)/(e) = _____ which is not less than 1.85
8. Total Operating Cash Flow to Senior Interest Expense [Section9.8]
(a) Total Operation Cash Flow (same as line 7(h)) $
(b) Interest Expense (same as line 7(e)) $
(c) Interest Expense on Subordinated Indebtedness $
(d) Senior Interest Expense [(b) -(c)] $
CALCULATIONS: (a)/(d) = ______ which is not less than 2.2
9. EBITDA to Fixed Charges [Section9.9]
(a) EBITDA $
(b) Interest Expense (same as line 7(e)) $
(c) Principal installments and current maturities $
not refinanced
(d) Preferred dividends and distributions $
(e) Fixed Charges (sum of lines (b), (c) and (d))
CALCULATIONS: (a)/(e) = ____________which is not less
than 1.75
10. Aggregate Occupancy Rate [Section9.10]
(a) Gross leasable area of all Unencumbered Properties
occupied by tenants under Leases not in material default
(b) Total gross leasable area of all Unencumbered Properties
CALCULATIONS:(a)/(b) = ___________ which is not less than 85%
11. Recourse Indebtedness [Section8.1(g) and (h)]
Attached hereto as Appendix IV is a description of all
Recourse Indebtedness outstanding as of the date hereof.
(a) Weighted average maturity date of unsecured term notes
(b) Amount of Recourse Indebtedness described in Section 8.1(h)$
(c) 4% of Total Assets $
COVENANTS:
Line (a) should be later than May 20, 2001
Line (b) should be less than line (c)
12. Investments in Undeveloped Land [Section8.2(e)(iv)]
(a) Investments in undeveloped land $
(b) Total Assets (same as line 3(b))$
CALCULATIONS: (a)/(b) = _____% which is less than 8%
13. Investments in Permitted Developments [Section8.2(g)]
Attached hereto as Appendix V is a description of all
Permitted Developments in process as of
(a) Investments in Permitted Developments $
(b) Investment in Permitted Build-to-Suit Developments $
(c) (a) -(b) = $
(d) Total Assets (same as line 3(b)) $
(e) 25% of Total Assets $
(f) 15% of Total Assets $
COVENANTS:
Line (a) should not exceed line (e) and
Line (c) should not exceed line (f)
14. Distributions [Section8.6]
(a) Total Distributions during most recently ended $
fiscal year
(b) Funds From Operations for said fiscal year $
(c) Total Distributions during most recently ended $
fiscal quarter
(d) Funds from Operations for fiscal quarter referenced $
in (c)
(e) Total Distributions during the fiscal quarter preceding $
the fiscal quarter referenced in (c)
(f) Funds from Operations during fiscal quarter referenced $
in (e)
(g) Total Distributions during the fiscal quarter preceding $
the fiscal quarter referenced in (e)
(h) Funds from Operations during fiscal quarter referenced $
in (g)
CALCULATIONS:(a)/(b) = _____% which is less than 90%
(c)/(d) = _____%
(e)/(f) = _____%
(g)/(h) = _____%
At least one of the three percentages immediately above is
less than 100%
APPENDIX II
MATERIAL CHANGES
APPENDIX III
UNENCUMBERED PROPERTIES AS OF
Leased Address City, State Owner Type # of SF SF
- --------- ---------- --------------- ----- ------- --------- ------
- --------- ---------- --------------- ----- ------- --------- ------
APPENDIX IV
RECOURSE INDEBTEDNESS AS OF
A. Outstanding principal of Subordinated Debentures $
B. Unsecured Term Notes
Principal Amount Interest Rate Maturity Date
--------------------- -------------------- -----------------
--------------------- -------------------- -----------------
Weighted Average Maturity Date:
C. Recourse Indebtedness Described in Section8.1(h)
Lender Security Maturity Date Principal Amount
------------- -------------- ----------------- ------------------
------------- -------------- ----------------- ------------------
Total:
------------------
APPENDIX V
PERMITTED DEVELOPMENTS
Scheduled Development Total Project Cost % Leased Completion Date
- --------------------- ------------------ ---------- ----------------
- --------------------- ------------------ ---------- ----------------
Exhibit F
LETTER OF CREDIT REQUEST
Liberty Property Limited Partnership
65 Valley Stream Parkway
Malvern, PA 19355
[Date]
BankBoston, N.A., as Agent
100 Federal Street
Boston, MA 02110
Ladies and Gentlemen:
Re: Letter of Credit Request under Amended and Restated Loan
Agreement dated as of June 16, 1997
Pursuant to Section2.9 of the Amended and Restated Loan Agreement dated
as of June 16, 1997, among you, Liberty Property Trust, certain other
Banks and us (the "Loan Agreement"), we hereby request that you issue a
Letter of Credit as follows:
(i) Name and address of beneficiary:
(ii) Face amount: $
(iii) Proposed Issuance Date:
Proposed Expiration Date:
(iv) Other terms and conditions as set forth in the proposed form of
Letter of Credit attached hereto.
(v) Purpose of Letter of Credit:
This Letter of Credit Request is submitted pursuant to, and shall be
governed by, and subject to satisfaction of, the terms, conditions and
provisions set forth in Section2.9 of the Loan Agreement.
The undersigned hereby further certifies to you that it is in compliance
with the covenants specified in Section9.1 through Section9.10 of the
Loan Agreement, and will remain in compliance with such covenants after
the outstanding balance of the Loans is adjusted to include the face
amount of the requested Letter of Credit, as evidenced by a Compliance
Certificate in the form of Exhibit C to the Loan Agreement of even date
herewith delivered to you simultaneously with this Letter of Credit
Request.
We also understand that if you grant this request this request obligates
us to accept the requested Letter of Credit and pay the issuance fee and
Letter of Credit fee as required by Section2.9(c). All terms defined in
the Loan Agreement and used herein without definition shall have the
meanings set forth in Section1.1 of the Loan Agreement.
The undersigned hereby certifies to you, in accordance with the
provisions of Section11.1 of the Loan Agreement, that the
representations and warranties contained in the Loan Agreement and in
each document and instrument delivered pursuant to or in connection
therewith were true as of the date as of which they were made, are also
true at and as of the date hereof, and will also be true at and as of
the proposed issuance date of the Letter of Credit requested hereby, in
each case except as otherwise permitted pursuant to the provisions of
Section11.1 of the Loan Agreement, and no Default or Event of Default
has occurred and is continuing.
Very truly yours,
Liberty Property Limited Partnership
By: Liberty Property Trust,
Its general partner
By:
---------------------------------------
---------------------------------------
Its:
---------------------------------------
SCHEDULE 1.2 (revised)
Commitments
Bank Commitment Commitment Percentage
- ---------------- ------------------ ---------------------
BankBoston $ 60,000,000 18.46153%
PNC $ 50,000,000 15.38462%
Dresdner $ 45,000,000 13.84615%
KeyBank $ 40,000,000 12.30769%
CoreStates $ 35,000,000 10.76923%
First Chicago $ 30,000,000 9.23077%
Crestar $ 25,000,000 7.69231%
Summit $ 20,000,000 6.15385%
Comerica $ 20,000,000 6.15385%
------------ --------
Totals $325,000,000 100%
============ ========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at March 31, 1998 (unaudited) and the Consolidated
Statement of Operations for the Three Months Ended March 31, 1998 (unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000921112
<NAME> LIBERTY PROPERTY TRUST
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 37,119
<SECURITIES> 0
<RECEIVABLES> 6,402
<ALLOWANCES> 2,151
<INVENTORY> 0
<CURRENT-ASSETS> 43,521
<PP&E> 2,454,661
<DEPRECIATION> 165,437
<TOTAL-ASSETS> 2,406,764
<CURRENT-LIABILITIES> 25,819
<BONDS> 1,158,954
0
120,814
<COMMON> 57
<OTHER-SE> 936,829
<TOTAL-LIABILITY-AND-EQUITY> 2,406,764
<SALES> 0
<TOTAL-REVENUES> 82,619
<CGS> 0
<TOTAL-COSTS> 21,935
<OTHER-EXPENSES> 17,569
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,566
<INCOME-PRETAX> 26,549
<INCOME-TAX> 0
<INCOME-CONTINUING> 26,549
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,990
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.40
</TABLE>
