Exhibit 1.1
Amendment to Equity Distribution Agreement
Dated as of May 6, 2015
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Reference is hereby made to the Equity Distribution Agreement dated December 7, 2012 (the “Equity Distribution Agreement”) among Liberty Property Trust, a Maryland real estate investment trust (the “Company”), Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Operating Partnership”), and Citigroup Global Markets Inc. (the “Manager”). Capitalized terms used herein and not defined have the respective meanings set forth in the Equity Distribution Agreement.
The Equity Distribution Agreement contemplates the offering and sale of Shares pursuant to the Company’s registration statement on Form S-3 (File No. 333-173951-01), whereas, the Company has filed with the Commission (i) an automatic shelf registration statement on Form S-3 (File Nos. 333-195572) relating to, among other things, the Company’s Common Shares (which new registration statement became effective upon the filing thereof with the Commission on April 29, 2014) and (ii) a prospectus supplement dated May 6, 2015 relating to the Shares and an accompanying prospectus dated April 29, 2014.
The parties hereto hereby agree that, from and after the date hereof, (i) the reference to File Number 333-173951-01 in Section 2(a) of the Equity Distribution Agreement shall be replaced with a reference to File Number 333-195572, (ii) Schedules II, III and IV to the Equity Distribution Agreement are hereby deleted and replaced in their entirety with Schedules II, III and IV to this Amendment, respectively, and (iii) the definition of “Execution Time” in Section 18 of the Equity Distribution Agreement shall be shall be replaced in its entirety with the following:
““Execution Time” shall mean the time that the Amendment to Equity Distribution Agreement, dated as of May 6, 2015, is executed and delivered by the parties hereto.”
The parties hereto hereby further agree that the Equity Distribution Agreement, as amended hereby, shall remain in full force and effect.
This Amendment to Equity Distribution Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this agreement, along with all counterparts, will become a binding agreement between the Manager, the Company and the Operating Partnership in accordance with its terms.
| Very truly yours, |
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| LIBERTY PROPERTY TRUST |
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| By: | /s/ George J. Alburger, Jr. |
| | Name: | George J. Alburger, Jr. |
| | Title: | Chief Financial Officer |
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| LIBERTY PROPERTY LIMITED PARTNERSHIP |
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| By: | Liberty Property Trust, its general partner |
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| | By: | /s/ George J. Alburger, Jr. |
| | | Name: | George J. Alburger, Jr. |
| | | Title: | Chief Financial Officer |
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Accepted: | | |
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CITIGROUP GLOBAL MARKETS INC. | | |
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By: | /s/ John Wieker | | |
| Name: | John Wieker | | |
| Title: | Director | | |
SCHEDULE II
(i) Jurisdictions of Due Qualification and Good Standings for Liberty Property Trust:
Maryland
California
Florida
Georgia
Indiana
New Jersey
Ohio
Pennsylvania
South Carolina
Texas
Virginia
(ii) Jurisdictions of Due Qualification and Good Standings for Liberty Property Limited Partnership:
Arizona
California
District of Columbia
Florida
Georgia
Illinois
Indiana
Kentucky
Maryland
Massachusetts
Ohio
Pennsylvania
Minnesota
New Jersey
North Carolina
South Carolina
Texas
Virginia
Wisconsin
SCHEDULE III
Liberty Property Philadelphia Trust, a Pennsylvania trust
Liberty Property Philadelphia Corporation IV East, a Pennsylvania corporation
Liberty Property Philadelphia Corporation IV West, a Pennsylvania corporation
Liberty Property Philadelphia Navy Yard Corporation, a Pennsylvania corporation
Liberty Property Philadelphia Corporation V, a Pennsylvania corporation
Liberty Property Philadelphia Limited Partnership V
Liberty/Parkway 8th & Walnut Trust, a Delaware trust
Liberty Property 19th & Arch Trust, a Delaware trust
LPT 19th & Arch Limited II LP, a Delaware limited partnership
LPT 19th & Arch Limited LP, a Delaware limited partnership
LPDC Holdings Corp., a Delaware corporation
Liberty Property Development Company IV-S, LLC, a Delaware limited liability company
18A Hotel LLC, a Delaware limited liability company
18A Hotel Lender LLC, a Delaware limited liability company
18A LLC, a Delaware limited liability company
18A Lender LLC, a Delaware limited liability company
LPT 18th & Arch Street GP, LLC, a Delaware limited liability company
LPT 18th & Arch Street Limited, LLC, a Delaware limited liability company
40 Liberty Boulevard, LLC, a Delaware limited liability company
LP Malvern Limited Partnership, a Pennsylvania limited partnership
Liberty Cotton Center II, LLC, a Delaware limited liability company
Liberty Venture I, LLC, a Delaware limited liability company
Liberty Illinois Venture, LLC, a Delaware limited liability company
Liberty Washington Venture, LLC, a Delaware limited liability company
Liberty Property Philadelphia Navy Yard Limited Partnership, a Pennsylvania limited partnership
Liberty Property Philadelphia Limited Partnership IV West, a Delaware limited partnership
Liberty Property Philadelphia Development/Management, LP, a Delaware limited partnership
Liberty Property Trust UK Limited, a UK company
Rouse Kent (Residential) Limited, a UK company
Kings Hill Property Management Limited, a UK company
SCHEDULE V
Comcast Center
Liberty/Commerz 1701 JFK Boulevard, L.P., a Delaware limited partnership
Philadelphia Navy Yard
Liberty Property/Synterra Limited Partnership, a Pennsylvania limited partnership
Philadelphia — downtown
Liberty/Parkway 8th & Walnut, LP, a Pennsylvania limited partnership
Liberty Property 19th & Arch LP, a Delaware limited partnership
Liberty Property 18th & Arch Hotel, LLC, a Delaware limited liability company
Liberty Property 18th & Arch, LP, a Delaware limited partnership
New Jersey Industrial Properties
Liberty Venture I, LP, a Delaware limited partnership
Florida Properties JV
Liberty AIPO Limited Partnership, a Florida limited partnership
Chicago Properties JV
Liberty Illinois, LP, a Delaware limited partnership
Republic JV
Liberty Washington, LP, a Delaware limited partnership
UK JV
Cambridge Medipark Limited, a UK company
Silversword Properties Limited, a UK company
Kings Hill Unit Trust, a Jersey Unit Trust
