Exhibit 4.2





Exhibit 4.2



FORM OF SUPPLEMENTAL INDENTURE



FIRST SUPPLEMENTAL INDENTURE, dated as of September [
 _____ 
], 2010, between LIBERTY PROPERTY
LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Company”), having its principal
offices at 500 Chesterfield Parkway, Malvern, Pennsylvania 19355, and U.S. BANK 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 Two Liberty Place, 50 S.
16th Street, Suite 2000, Mail Station: Ex-PA-WBSP, Philadelphia, PA 19102.



RECITALS




WHEREAS, the Company executed and delivered its Base Indenture (the “Base Indenture”), dated
as of September [
 _____ 
], 2010, to the Trustee to issue from time to time for its lawful purposes debt
securities evidencing its unsecured indebtedness.



WHEREAS, the Base 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 First 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 [
 _____ 
]% Senior Notes due 2020” (the “Notes”); and (ii) establish the
form 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 First Supplemental
Indenture is not required, and all other actions required to be taken under the Base Indenture with
respect to this First 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. (a) Capitalized terms used in this First Supplemental
Indenture and not otherwise defined shall have the meanings ascribed to them in the Base Indenture.
In addition, the following additional 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 September [
 _____ 
], 2010.



“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 Base Indenture as supplemented by this First Supplemental Indenture.


 


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“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 Base Indenture and shall include Liberty
Property Development Corp, Liberty Property Development Corp.-II and Liberty UK Development Corp.



(b) The following term, which is defined in the Base Indenture, is amended and restated as
follows:



“Reinvestment Rate” means the yield on Treasury securities at a constant maturity
corresponding to the remaining life (as of the date of redemption, and rounded to the nearest
month) to Stated Maturity of the principal being redeemed (the “Treasury Yield”), plus 0.35%. For
purposes hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields published
in the Statistical Release under the heading “Week Ending” for “U.S. Government Securities —
Treasury Constant Maturities” with a maturity equal to such remaining life; provided, that if no
published maturity exactly corresponds to such remaining life, then the Treasury Yield shall be
interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for
the next shortest and next longest published maturities. For purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the date of determination
of the Make-Whole Amount shall be used. If the format or content of the Statistical Release
changes in a manner that precludes determination of the Treasury Yield in the above manner, then
the Treasury Yield shall be determined in the manner that most closely approximates the above
manner, as reasonably determined by the Company.



SECTION 1.02 Creation of the Debt Securities. In accordance with Section 301 of the
Base 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 $[
 _____ 
].



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 and the terms set
forth in such form shall be incorporated herein. 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).


 


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SECTION 1.04 Terms and Conditions of the Debt Securities. The Notes shall be governed
by all the terms and conditions of the Base Indenture, as supplemented by this First Supplemental
Indenture, and in particular, the following provisions shall be the terms of the Notes:



(a) Optional Redemption. At any time prior to July 1, 2020, the Issuer may redeem the
Notes at its option, in whole or from time to time in part, at a redemption price equal to the
Redemption Price.



At any time on or after July 1, 2020, the Notes will be redeemable at the option of the
Issuer, in whole or from time to time in part, at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed plus accrued interest thereon to the Redemption Date.



If notice of redemption has been given as provided in the Indenture and funds for the
redemption of the 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 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 less than 30 days nor more than 60 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 and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole
Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give
to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice
from the Issuer shall be given to the Trustee at such time as shall permit the Trustee to include
notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no
responsibility for calculating the Make-Whole Amount. 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 part.



Neither the Issuer nor the Trustee shall be required to: (i) issue, register the transfer of
or exchange Notes during a period beginning at the opening of business 15 days before any selection
of Notes to be redeemed and ending at the close of business on the day of mailing the relevant
notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof,
called for redemption, except the unredeemed portion of any Note being redeemed in part.


 


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(b) Maturity; Payment of Principal and Interest. The principal amount of the Notes shall be payable on October 1, 2020, subject to the provisions of the Indenture and the
Notes. Interest will accrue from September [
 _____ 
], 2010. The Notes will bear interest at [
 _____ 
]% per
annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April
1, 2011. 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 Global Note will be made by the Issuer in immediately
available funds. The principal of the Notes payable on the Maturity Date or upon redemption will
be paid against presentation and surrender of the Notes 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.



(c) Applicability of Defeasance or Covenant Defeasance. The provisions of Article 14
of the Base Indenture shall apply to the Notes.



ARTICLE TWO

Additional Covenants




The Notes shall be governed by all the covenants contained in the Base Indenture, as
supplemented by this First Supplemental Indenture. In addition, this First Supplemental Indenture
amends and restates Section 1004 of the Base 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.



(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).


 


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(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 First 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 First Supplemental Indenture is
executed and shall be construed as an indenture supplemental to the Base Indenture, and as
supplemented and modified hereby, the Base Indenture is in all respects ratified and confirmed, and
the Base Indenture and this First 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 First
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 First 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 First Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York. This First Supplemental
Indenture is subject to the provisions of the Trust Indenture Act, that are required to be part of
this First Supplemental Indenture and shall, to the extent applicable, be governed by such
provisions.


 


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SECTION 4.06 Counterparts. This First 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 First 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:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






	 	 	 
	Attest:
	 	 
	 
	 	 
	 

Name:

	 	 
	Title:
	 	 






 




 


 









 





	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






	 	 	 
	Attest:
	 	 
	 
	 	 
	 

Name:

	 	 
	Title:
	 	 






 




 


 









 





LIBERTY PROPERTY LIMITED PARTNERSHIP




ISSUER




TO




U.S. BANK NATIONAL ASSOCIATION,

TRUSTEE



 




FIRST SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER [__], 2010



 




[__]% SENIOR NOTES DUE 2020



 




SUPPLEMENT TO INDENTURE,

DATED AS OF SEPTEMBER [__], 2010, BETWEEN

LIBERTY PROPERTY LIMITED PARTNERSHIP AND

U.S. BANK NATIONAL ASSOCIATION