Exhibit 4.1





Exhibit 4.1



FORM OF GLOBAL NOTE




[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.

	 	PRINCIPAL AMOUNT
	 
	 	 
	CUSIP NO. [
 _____ 
]

	 	$[
 _____ 
]






LIBERTY PROPERTY LIMITED PARTNERSHIP




[___]% Senior Note due 2020




[Date of Authentication]




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 [
 _____ 
]
Dollars on October 1, 2020 (the “Maturity Date”), and to pay interest thereon from September [
 _____ 
],
2010 (or from the most recent interest payment date to which interest has been paid or duly
provided for), semi-annually in arrears on April 1 and October 1 of each year (each, an “Interest
Payment Date”), commencing on April 1, 2011, and on the Maturity Date, at the rate of [
 _____ 
]% 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 Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the “Record Date” for such
payment, which will be the 15th day (regardless of whether such day is a Business Day


 


 









 






(as defined
below)) of the month preceding such Interest 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 Person in whose
name this Note (or one or more Predecessor Securities) 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 Securities
of this series 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 or upon redemption will be paid
against presentation and surrender of this Note at the corporate trust office of the Trustee at 60
Livingston Avenue, 1st Floor, Bond Drop Window, St. Paul, MN, 55107, 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 September [
 _____ 
], 2010, 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, Redemption 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, Redemption 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 Chicago or the City of New York
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 as of the date first set forth above.



	 	 	 	 	 
	 	 	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.



	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory





 


 









 





[REVERSE OF NOTE]

LIBERTY PROPERTY LIMITED PARTNERSHIP

[__]% Senior Note due 2020




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
September [
 _____ 
], 2010 (herein called the “Indenture”), duly executed and delivered by the Issuer to
U.S. Bank National Association, 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 [
 _____ 
]% Notes due 2020 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 of this series will be given to Holders thereof at their addresses, as shown in the
Security Register for the Securities of this series, 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 of this series 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 all Outstanding
Securities affected, 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 principal amount outstanding of the Securities of such series may on behalf of the
Holders of all the Securities of such series waive any such past default or Event of Default and
its consequences, 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 $2,000
and integral multiples of $1,000 in excess 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.



Prior to due presentment of this Security for registration of transfer, the Issuer, the
Trustee or any agent of the Issuer or the Trustee may deem and treat the Person in whose name this
Security is registered as the 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 governed by and construed in accordance with the laws
of the State of New York.



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.