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.