exv4w1w2



 




Exhibit 4.1.2




          SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 10, 2004, between
LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the
“Company”), having its principal offices at 65 Valley Stream Parkway, Malvern,
Pennsylvania 19355, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association organized under the laws of the United States of
America, as trustee (the “Trustee”), having its Corporate Trust Office at 227
West Monroe Street, Chicago, Illinois 60606.



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 Seventh Supplemental Indenture to (i)
create a series of debt securities to be issued from time to time in an
unlimited principal amount entitled “Liberty Property Limited Partnership 5.65%
Senior Notes due 2014 (the “Notes”); and (ii) 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
Seventh Supplemental Indenture is not required, and all other actions required
to be taken under the Original Indenture with respect to this Seventh
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 Seventh
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:



          “Closing Date” means August 10, 2004.



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          “Global Note” means a single fully-registered global note in book entry
form, without coupons, substantially in the form of Exhibit A attached hereto.



          “Indenture” means the Original Indenture as supplemented by this Seventh
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.



          “Subsidiary” shall have the meaning provided in the Original Indenture and
shall include Liberty Property Development Corp.-II.



     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 in an aggregate principal amount initially limited to
$200,000,000.



     The Company may issue, in addition to the Notes originally issued on the
Closing Date, additional Notes. The Notes originally issued on the Closing
Date and any additional Notes originally issued subsequent to the Closing Date
shall be a single series for all purposes under the Indenture.



     SECTION 1.03 Form of the Debt Securities. The Notes will be represented
by one or more fully-registered global notes in book-entry form, without
coupons, registered in the name of the nominee of DTC. The Notes shall be in
the form of Exhibit A attached hereto. So long as DTC, or its nominee, is the
registered owner of a Global Note, DTC or its nominee, as the case may be, will
be considered the sole owner or holder of the Notes represented by such Global
Note for all purposes under the Indenture. Ownership of beneficial interests
in the Global Note will be shown on, and transfers thereof will be effected
only through, records maintained by DTC (with respect to beneficial interests
of participants) or by participants or persons that hold interests through
participants (with respect to beneficial interests of beneficial owners).



     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 Seventh Supplemental Indenture, and in particular, the
following provisions shall be the terms of the Notes:



     (a) Optional Redemption. The Issuer may redeem the Notes at any time at
the option of the Issuer, in whole or from time to time in part, at a
redemption price equal to the Redemption Price.



     If notice of redemption has been given as provided in the Indenture and
funds for the redemption of any Notes called for redemption shall have been
made available on the Redemption Date referred to in such notice, such Notes
will cease to bear interest on the date fixed for such redemption specified in
such notice and the only right of the Holders of such Notes



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from and after the Redemption Date will be to receive payment of the
Redemption Price upon surrender of such Notes in accordance with such notice.



     Notice of any optional redemption of any Notes will be given to Holders at
their addresses, as shown in the security register for the Notes, not more than
60 nor less than 30 days prior to the date fixed for redemption. The notice of
redemption will specify, among other items, the Redemption Price and the
principal amount of the Notes held by such Holder to be redeemed.



     If all or less than all of the Notes are to be redeemed at the option of
the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving
notice of redemption (or such shorter period as is satisfactory to the Trustee)
of the aggregate principal amount of Notes to be redeemed, if less than all of
the Notes are to be redeemed, and their Redemption Date. The Trustee shall
select, in such manner as it shall deem fair and appropriate, no less than 60
days prior to the date of redemption, the Notes to be redeemed in whole or in
part.



     (b) Payment of Principal and Interest. Principal and interest payments on
interests represented by a Global Note will be made to DTC or its nominee, as
the case may be, as the registered owner of such Global Note. All payments of
principal and interest in respect of the Notes will be made by the Issuer in
immediately available funds.



     (c) Applicability of Defeasance or Covenant Defeasance. 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 Seventh Supplemental Indenture, and in
particular, this Seventh 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, on a pro forma basis, after giving effect to the incurrence of such
Debt and to the application of the proceeds thereof would have been less than
1.5 to 1.



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     (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 Seventh
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 Seventh
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 Seventh 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
Seventh 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 Seventh Supplemental Indenture shall for any
reason be held to be invalid,



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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 Seventh Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
This Seventh Supplemental Indenture is subject to the provisions of the Trust
Indenture Act, that are required to be part of this Seventh Supplemental
Indenture and shall, to the extent applicable, be governed by such provisions.



     SECTION 4.06 Counterparts. This Seventh 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.



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     IN WITNESS WHEREOF, the parties hereto have caused this Seventh
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/ William P. Hankowsky
	

	 	 	 	 
	

	 	 	 	Name: William P. Hankowsky
	

	 	 	 	Title: President and Chief Executive Officer







Attest:




	 	 
	/s/ James J. Bowes

	 
	Name: James J. Bowes

	Title: General Counsel








	 	 	 	 	 
	 	 	J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION
	 	 	 	as Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Renee Johnson
	

	 	 	 	 
	

	 	 	 	Name: Renee Johnson
	

	 	 	 	Title: Vice President







Attest:




	 	 
	/s/ Mietka Collins

	 
	Name: Mietka Collins

	Title: Assistant Vice President








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	COMMONWEALTH OF PA

	 	 	)	 	 	 
	

	 	 	)	 	ss:	 
	COUNTY OF CHESTER

	 	 	)	 	 	 







     On the 6th day of August 2004, before me personally came William P.
Hankowsky, to me known, who, being by me duly sworn, did depose and say that he
resides at           , that he is President and Chief Executive 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 signed his name thereto by authority of the Board of
Trustees.



[Notarial Seal]




	 	 	 	 
	

	 	/s/ Andrea D. Ciuca
	

	 	 
	

	 	Notary Public
	

	 	COMMISSION EXPIRES	 







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	STATE OF ILLINOIS

	 	 	)	 	 	 
	

	 	 	)	 	ss:	 
	COUNTY OF COOK

	 	 	)	 	 	 







     On the 6th day of August 2004, before me personally came Renee Johnson, to
me known, who, being by me duly sworn, did depose and say that she resides at
        , that he/she is a Vice President of J.P MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, 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 Directors.



[Notarial Seal]




	 	 	 	 
	

	 	/s/ Julie Hopkins	 
	

	 	 	 
	

	 	Notary Public	 
	

	 	COMMISSION EXPIRES	 







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Exhibit A




[FACE OF NOTE]




THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER 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.



UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.



	 	 	 
	REGISTERED

	 	REGISTERED
	 
	 	 
	NO. 1

	 	PRINCIPAL AMOUNT
	 
	 	 
	CUSIP NO. 53117C AH 5

	 	$200,000,000







LIBERTY PROPERTY LIMITED PARTNERSHIP




5.65% Senior Notes due 2014




          Liberty Property Limited Partnership, a Pennsylvania limited partnership
(the “Issuer,” which term includes any successor under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co. or its registered assigns, the principal sum of 200,000,000 Dollars on
August 15, 2014 (the “Maturity Date”), and to pay interest thereon from August
10, 2004 (or from the most recent interest payment date to which interest has
been paid or duly provided for), semi-annually in arrears on February 15 and
August 15 of each year (each, an “Interest Payment Date”), commencing on
February 15, 2005, and on the Maturity Date, at the rate of 5.65% per annum,
until payment of said principal sum has been made or duly provided for.



          The interest so payable and punctually paid or duly provided for on any
Interest



 






 



Payment Date and on the Maturity Date will be paid to the Holder in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the “Record Date” for such payment, which will be 15 days
(regardless of whether such day is a Business Day (as defined below)) prior to
such payment date or the Maturity Date, as the case may be. Any interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such record date, and shall be paid to the Holder in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on a subsequent record date for the payment of such defaulted interest
(which shall be not more than 15 days and not less than 10 days prior to the
date of the payment of such defaulted interest) established by notice given by
mail by or on behalf of the Issuer to the Holders of the Notes not less than 10
days preceding such subsequent record date. Interest on this Note will be
computed on the basis of a 360-day year of twelve 30-day months.



          The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the corporate trust office
of the Trustee at 227 West Monroe Street, Chicago, Illinois 60606, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public or private debt.



          Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 10, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any Interest Payment Date or the Maturity Date falls on a day
that is not a Business Day (as defined below), the required payment of interest
or principal or both, as the case may be, will be made on the next Business Day
with the same force and effect as if it were made on the date such payment was
due and no interest will accrue on the amount so payable for the period from
and after such Interest Payment Date or the Maturity Date, as the case may be.
“Business Day” means any day, other than a Saturday or a Sunday, that is
neither a legal holiday nor a day on which banking institutions in The City of
New York or Chicago are authorized or required by law, regulation or executive
order to close.



          Payments of principal and interest in respect of this Note will be made by
wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.



          Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.



          This Note shall not be entitled to the benefits of the Indenture referred
to on the reverse hereof or be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under such Indenture.



 






 



          IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.



Dated: August 10, 2004




	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP,
	 	 	 	as Issuer
	 
	 	 	 	 
	

	 	By:
	 	LIBERTY PROPERTY TRUST,

as its sole General Partner

	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 

	 	By:	 	 
	

	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:







 






 




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION
	 	 	as Trustee

	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Officer







 






 




[REVERSE OF NOTE]




LIBERTY PROPERTY LIMITED PARTNERSHIP




5.65% Senior Notes due 2014




          This security is one of a duly authorized issue of debentures, notes,
bonds, or other evidences of indebtedness of the Issuer (hereinafter called the
“Securities”) of the series hereinafter specified, all issued or to be issued
under and pursuant to an Indenture dated as of October 24, 1997 (herein called
the “Indenture”), duly executed and delivered by the Issuer to J.P. Morgan
Trust Company, National Association (as successor to the First National Bank of
Chicago), as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture with respect to the series of Securities
of which this Note is a part), to which Indenture and all indentures
supplemental thereto relating to this security reference is hereby made for a
description of the rights, limitations of rights, obligations, duties, and
immunities thereunder of the Trustee, the Issuer, and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This security is one of a series designated as the 5.65% Notes due
2014 of the Issuer.



          In case an Event of Default with respect to this security shall have
occurred and be continuing, the principal hereof and Make-Whole Amount, if any,
may be declared, and upon such declaration shall become, due and payable, in
the manner, with the effect, and subject to the conditions provided in the
Indenture.



          The Issuer may redeem this security at any time at the option of the
Issuer, in whole or from time to time in part, at a redemption price equal to
the sum of (i) the principal amount of this security being redeemed plus
accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount,
if any, with respect to this security. Notice of any optional redemption of
any Securities will be given to Holders at their addresses, as shown in the
security register for the Securities, not more than 60 nor less than 30 days
prior to the date fixed for redemption. The notice of redemption will specify,
among other items, the Redemption Price and the principal amount of the
Securities held by such Holder to be redeemed.



          The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of



 






 



the Holder of each Security so affected, (i) change the Stated Maturity of
the principal of (or premium or Make-Whole Amount, if any, on) or any
installment of interest on, any such Security, (ii) reduce the principal amount
of, or the rate or amount of interest on, or any premium payable on redemption
of the Notes, or adversely affect any right of repayment of the Holder of any
Securities; (iii) change the place of payment, or the coin or currency, for
payment of principal or premium, if any, or interest on the Securities; (iv)
impair the right to institute suit for the enforcement of any payment on or
with respect to the Securities on or after the stated maturity of any such
Security; (v) reduce the above-stated percentage in principal amount of
outstanding Securities, the extent of whose Holders is necessary to modify or
amend the Indenture, for any waiver with respect to the Securities or to waive
compliance with certain provisions of the Indenture or certain defaults and
consequences thereunder or to reduce the quorum or voting requirements set
forth in the Indenture; or (vi) modify any of the foregoing provisions or any
of the provisions relating to the waiver of certain past defaults or certain
covenants, except to increase the required percentage to effect such action or
to provide that certain other provisions of the Indenture may not be modified
or waived without the consent of the Holder of each Security. It is also
provided in the Indenture that, with respect to certain defaults or Events of
Default regarding the Securities of any series, the Holders of a majority in
aggregate principal amount outstanding of the Securities of such series (or, in
the case of certain defaults or Events of Default, all series of Securities)
may on behalf of the Holders of all the Securities of such series (or all of
the Securities, as the case may be) waive any such past default or Event of
Default and its consequences, prior to any declaration accelerating the
maturity of such Securities, or, subject to certain conditions, may rescind a
declaration of acceleration and its consequences with respect to such
Securities. Any such consent or waiver by the Holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Security and any
Securities that may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof is made upon this security or such other
securities.



          No reference herein to the Indenture and no provision of this security or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any Make-Whole Amount
and interest on this security in the manner, at the respective times, at the
rate and in the coin or currency herein prescribed.



          This security is issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. Securities may be
exchanged for a like aggregate principal amount of securities of this series of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge except for any tax or other governmental charge imposed in connection
therewith.



          Upon due presentment for registration of transfer of Securities at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Securities of the same series of authorized denominations
in an equal aggregate principal amount will be issued to the transferee in
exchange therefor, subject to the limitations provided in the Indenture,
without charge except for any tax or other governmental charge imposed in
connection therewith.



A-6






 



          The Issuer, the Trustee or any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this security is registered
as the absolute owner of this security (whether or not this security shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment of, or on account of, the principal hereof
and Make-Whole Amount, if any, and subject to the provisions on the face
hereof, interest hereon, and for all other purposes, and neither the Issuer nor
the Trustee nor any authorized agent of the Issuer or the Trustee shall be
affected by any notice to the contrary.



          The Indenture and each Security shall be deemed to be a contract under the
laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such state, except as may otherwise be required by
mandatory provisions of law.



          Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and all indentures
supplemental thereto relating to this Security.



A-7






 













LIBERTY PROPERTY LIMITED PARTNERSHIP

ISSUER




TO




J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

TRUSTEE














SEVENTH SUPPLEMENTAL INDENTURE




DATED AS OF AUGUST 10, 2004














5.65% SENIOR NOTES DUE 2014














SUPPLEMENT TO INDENTURE,

DATED AS OF OCTOBER 24, 1997, BETWEEN

LIBERTY PROPERTY LIMITED PARTNERSHIP AND

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(AS SUCCESSOR TO THE FIRST NATIONAL BANK OF CHICAGO)