EXHIBIT 4.8
(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 2 531117EAB4 50,000,000
ORIGINAL ISSUE DATE: INTEREST RATE: %6.97 STATED MATURITY DATE:
12/11/97 12/11/03
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 DISCOUNT
DATE(S): 100 NOTE
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION:
[X] United States dollars [X] $1,000 and integral
[ ] Other: multiples thereof
[ ] Other:
EXCHANGE RATEEXCHANGE 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 $50,000,000 (Fifty 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: October 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: October 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.
DSB:486179.1