EXHIBIT 4.1




 





SUPPLEMENTAL
INDENTURE NO. 17


by
and between


HRPT
PROPERTIES TRUST


and


U.S.
BANK NATIONAL ASSOCIATION


as of
June 25, 2007


SUPPLEMENTAL TO THE INDENTURE DATED AS OF JULY 9, 1997






HRPT
PROPERTIES TRUST


6.25
% Senior Notes due 2017








 


















This SUPPLEMENTAL INDENTURE NO. 17 (this “Supplemental
Indenture”) made and entered into as of as of June 25, 2007 between HRPT
PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”),


WITNESSETH
THAT:


WHEREAS, the Company and the Trustee are parties to an
Indenture, dated as of July 9, 1997 (the “Indenture”), relating to the Company’s
issuance, from time to time, of various series of debt securities;


WHEREAS, the Company has determined to issue debt
securities known as its 6.25% Senior Notes due 2017; and


WHEREAS, the Indenture provides that certain terms and
conditions for each series of debt securities issued by the Company thereunder
may be set forth in an indenture supplemental to the Indenture;


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:


ARTICLE 1


DEFINED TERMS


Section 1.1      The following definitions
supplement, and, to the extent inconsistent with, replace the definitions in
Section 101 of the Indenture:


“Acquired Debt” means Debt of a Person or entity (i)
existing at the time such Person or entity becomes a Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person or entity, in
each case, other than Debt incurred in connection with, or in contemplation of,
such Person or entity becoming a Subsidiary or such acquisition.  Acquired Debt shall be deemed to be incurred
on the date of the related acquisition of assets from any Person or entity or
the date the acquired Person or entity becomes a Subsidiary.


“Annual Debt Service” as of any date means the maximum
amount which is expensed in any 12-month period for interest on Debt of the
Company and its Subsidiaries.


“Business Day” means any day other than a Saturday or
Sunday or a day on which banking institutions in the City of New York or in the
city in which the Corporate Trust Office of the Trustee is located, are
required or authorized to close.


“Capital Stock” means, with respect to any Person, any
capital stock (including preferred stock), shares, interests, participation or
other ownership interests (however designated) of such Person and any rights
(other than debt securities convertible into or exchangeable for capital
stock), warrants or options to purchase any thereof.


“Consolidated Income Available for Debt Service” for
any period means Earnings from Operations of the Company and its Subsidiaries
plus amounts which have been deducted, and











minus amounts which have
been added, for the following (without duplication): (i) interest on Debt of
the Company and its Subsidiaries, (ii) provision for taxes of the Company and
its Subsidiaries based on income, (iii) amortization of debt discount and
deferred financing costs, (iv) provisions for gains and losses on properties
and property, depreciation and amortization, (v) the effect of any noncash
charge resulting from a change in accounting principles in determining Earnings
from Operations for such period and (vi) amortization of deferred charges.


“Corporate Trust Office” means the corporate trust
office of the Trustee which it designates as the office at which the agreement
in question will be administered (which it may change by notice from time to
time), presently located at One Federal Street, 3rd Floor, Boston,
Massachusetts 02110.


“Debt” of the Company or any Subsidiary means, without
duplication, any indebtedness of the Company or any Subsidiary, whether or not
contingent, in respect of (i) borrowed money or evidenced by bonds, notes,
debentures or similar instruments, (ii) indebtedness for borrowed money secured
by any Encumbrance existing on property owned by the Company or any Subsidiary,
to the extent of the lesser of (x) the amount of indebtedness so secured and
(y) the fair market value of the property subject to such Encumbrance, (iii)
the reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued (other than letters of credit issued to
provide credit enhancement or support with respect to other indebtedness of the
Company or any Subsidiary otherwise reflected as Debt hereunder) or amounts
representing the balance deferred and unpaid of the purchase price of any
property or services, except any such balance that constitutes an accrued
expense or trade payable, or all conditional sale obligations or obligations
under any title retention agreement, (iv) the principal amount of all
obligations of the Company or any Subsidiary with respect to redemption,
repayment or other repurchase of any Disqualified Stock, or (v) any lease of
property by the Company or any Subsidiary as lessee which is reflected on the
Company’s consolidated balance sheet as a capitalized lease in accordance with
GAAP, to the extent, in the case of items of indebtedness under (i) through
(iii) above, that any such items (other than letters of credit) would appear as
a liability on the Company’s consolidated balance sheet in accordance with
GAAP, and also includes, to the extent not otherwise included, any obligation
by the Company or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), Debt of another Person (other than the Company or any
Subsidiary) (it being understood that Debt shall be deemed to be incurred by
the Company or any Subsidiary whenever the Company or such Subsidiary shall
create, assume, guarantee or otherwise become liable in respect thereof).


“Disqualified Stock” means, with respect to any
Person, any Capital Stock of such Person which by the terms of such Capital
Stock (or by the terms of any security into which it is convertible or for
which it is exchangeable or exercisable), upon the happening of any event or
otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise (other than Capital Stock which is redeemable solely in
exchange for common stock or shares), (ii) is convertible into or exchangeable
or exercisable for Debt or Disqualified Stock, or (iii) is redeemable at the option
of the Holder thereof, in whole or in part (other than Capital Stock which is
redeemable solely in exchange for common stock or shares), in each case on or
prior to the stated maturity of the Notes.



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“Earnings from Operations” for any period means net
earnings excluding gains and losses on sales of investments, extraordinary
items, gains and losses on early extinguishment of debt and property valuation
losses, as reflected in the financial statements of the Company and its
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP.


“Encumbrance” means any mortgage, lien, charge, pledge
or security interest of any kind.


“Make-Whole Amount” means, in connection with any optional redemption or accelerated payment
of any Notes prior to December 15, 2016, the excess, if any, of (i) the
aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on December 15, 2016,
determined by discounting, on a semiannual basis, such principal and interest at
the Reinvestment Rate (determined on the third Business Day preceding the date
such notice of redemption is given or declaration of acceleration is made) from
the respective dates on which such principal and interest would have been
payable if such redemption or accelerated payment had been made on December 15,
2016, over (ii) the aggregate principal amount of the Notes being redeemed or
paid.  In the case of any redemption or
accelerated payment of notes on or after December 15, 2016, the Make-Whole Amount
means zero.  For purposes of this
Supplemental Indenture and the Notes, references in the Indenture to the
payment of the principal (and premium, if any) and interest on the Notes shall
be deemed to include the payment of the Make-Whole Amount, if any, due upon
redemption with respect to the Notes. 
The Make-Whole Amount shall be calculated by the Company and set forth
in an Officer’s Certificate delivered to the Trustee, and the Trustee shall be
entitled to rely on said Officer’s Certificate.


“Notes” means the Company’s 6.25% Senior Notes due 2017, issued under this Supplemental Indenture
and the Indenture, as amended or supplemented from time to time.


“Reinvestment Rate” means a rate per annum equal to
the sum of 0.20% (twenty one-hundredths of one percent) plus the yield on
treasury securities at constant maturity under the heading “Week Ending”
published in the Statistical Release under the caption “Treasury Constant
Maturities” for the maturity (rounded to the nearest month) corresponding to
the remaining life to maturity (which, in the case of maturities corresponding
to the principal and interest due on the notes at their maturity, shall be
deemed to be December 15, 2016), as
of the payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods
to the nearest month.  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.


“Secured Debt” means Debt secured by any mortgage,
lien, charge, pledge or security interest of any kind.



 3
 








“Statistical Release” means the statistical release
designated “H.15(519)” or any successor publication which is published weekly
by the Federal Reserve System and which establishes yields on actively traded
United States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination under
this Supplemental Indenture, then any publicly available source of similar
market data which shall be designated by the Company.


“Subsidiary” means any corporation or other entity of
which a majority of (i) the voting power of the voting equity securities or
(ii) the outstanding equity interests are owned, directly or indirectly, by the
Company or one or more other Subsidiaries of the Company.  For the purposes of this definition, “voting
equity securities” means equity securities having voting power for the election
of directors, whether at all times or only so long as no senior class of
security has such voting power by reason of any contingency.


“Total Assets” as of any date means the sum of (i) the
Undepreciated Real Estate Assets and (ii) all other assets of the Company and
its Subsidiaries determined in accordance with GAAP (but excluding accounts
receivable and intangibles).


“Total Unencumbered Assets” means the sum of (i) those
Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed
money and (ii) all other assets of the Company and its Subsidiaries not subject
to an Encumbrance for borrowed money determined in accordance with GAAP (but
excluding accounts receivable and intangibles).


“Undepreciated Real Estate Assets” as of any date
means the cost (original cost plus capital improvements) of real estate assets
of the Company and its Subsidiaries on such date, before depreciation and
amortization, determined on a consolidated basis in accordance with GAAP.


“Unsecured Debt” means Debt which is not secured by
any of the properties of the Company or any Subsidiary.


ARTICLE
2


TERMS
OF THE NOTES


Section 2.1      Pursuant to Section 301 of
the Indenture, the Notes shall have the following terms and conditions:


(a)       Title; Aggregate
Principal Amount; Form of Notes.  The
Notes shall be Registered Securities under the Indenture and shall be known as
the Company’s “6.25% Senior Notes due 2017.” 
The Notes will be limited to an aggregate principal amount of
$250,000,000, subject to the right of the Company to reopen such series for
issuances of additional securities of such series and except as provided in
this Section or in Section 306 of the Indenture.  The Notes (together with the Trustee’s
certificate of authentication) shall be substantially in the form of Exhibit A
hereto, which is hereby incorporated in and made a part of this Supplemental
Indenture.


The Notes will be issued in the form of one or more
registered global securities without coupons (“Global Notes”) that will be
deposited with, or on behalf of, The Depository Trust Company (“DTC”), and
registered in the name of DTC’s nominee, Cede & Co.  Except under



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the circumstance
described below, the Notes will not be issuable in definitive form.  Unless and until it is exchanged in whole or
in part for the individual Notes represented thereby, a Global Note may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any nominee of DTC to a successor
depositary or any nominee of such successor.


So long as DTC or its nominee is the registered owner
of a Global Note, DTC or such 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 this Supplemental Indenture. 
Except as described below, owners of beneficial interest in Notes
evidenced by a Global Note will not be entitled to have any of the individual
Notes represented by such Global Note registered in their names, will not
receive or be entitled to receive physical delivery of any such Notes in
definitive form and will not be considered the owners or holders thereof under
the Indenture or this Supplemental Indenture.


If DTC is at any time unwilling, unable or ineligible
to continue as depositary and a successor depositary is not appointed by the
Company within 90 days, the Company will issue individual Notes in exchange for
the Global Note or Global Notes representing such Notes.  In addition, the Company may at any time and
in its sole discretion, subject to certain limitations set forth in the
Indenture, determine not to have any of such Notes represented by one or more
Global Notes and, in such event, will issue individual Notes in exchange for
the Global Note or Global Notes representing the Notes.  Individual Notes so issued will be issued in
denominations of $1,000 and integral multiples thereof.


(b)       Interest and Interest
Rate.  The Notes will bear interest
at a rate of 6.25%  per annum, from June 25, 2007 (or, in the case
of Notes issued upon any reopening of this series of Notes, from the date
designated by the Company in connection with such reopening) or from the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for, payable semiannually in arrears on each June 15 and December
15, commencing December 15, 2007  (each
of which shall be an “Interest Payment Date”), to the Persons in whose names
the Notes are registered in the Security Register at the close of business on
the day falling 14 calendar days (whether or not a Business Day) next preceding
such Interest Payment Date (each, a “Regular Record Date”).


(c)       Principal Repayment;
Currency.  The stated maturity of the
Notes is June 15, 2017; provided,
however, the Notes may be earlier redeemed at the option of the Company as
provided in paragraph (d) below.  The
principal of each Note payable on its maturity date shall be paid against
presentation and surrender thereof at the Corporate Trust Office of the Trustee
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 or private debts.  The Company will not pay Additional Amounts
(as defined in the Indenture) on the Notes.


(d)       Redemption at the Option of the Company;
Acceleration.  The Notes will be
subject to redemption at any time at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days’ notice to each Holder of
Notes to be redeemed at its address appearing in the Security Register, at a
price equal to the sum of (i) the outstanding principal amount of the Notes
being redeemed, plus accrued and unpaid interest to but excluding the



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applicable
Redemption Date, plus (ii) the Make-Whole Amount, if any.  If the notes are redeemed on or after December 15, 2016, the redemption price
will not include the Make-Whole Amount. 
Upon the acceleration of the Notes in accordance with Section 502 of the
Indenture, the Company shall pay the amount specified in Section 4.2 of this
Supplemental Indenture.


(e)       Notices. 
All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. 
Notices to the Company shall be directed to it at 400 Centre Street,
Newton, Massachusetts 02458, Attention: President; notices to the Trustee shall
be directed to it at One Federal Street, 3rd Floor, Boston, Massachusetts
02110, Attention: Corporate Trust Department, Re: HRPT Properties Trust 6.25%
Senior Notes due 2017; or as to
either party, at such other address as shall be designated by such party in a
written notice to the other party.


(f)        Global Note Legend.  Each Global Note shall bear the following
legend on the face thereof:


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.


(g)       Applicability of
Discharge, Defeasance and Covenant Defeasance Provisions.  The Discharge, Defeasance and Covenant
Defeasance provisions in Article Fourteen of the Indenture will apply to the
Notes.


ARTICLE
3


ADDITIONAL
COVENANTS


Section 3.1      In addition to the covenants
of the Company set forth in Article Ten of the Indenture, for the benefit of
the Holders of the Notes:


(a)       Limitations on
Incurrence of Debt.


(i)        The
Company will not, and will not permit any Subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such additional 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 (“Adjusted
Total Assets”) of (without



 6
 








duplication)
(A) the Total Assets of the Company and its Subsidiaries as of the end of the
calendar quarter covered in the Company’s Annual Report on Form 10-K, or the
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Securities and Exchange Commission (or, if such filing is not permitted under
the Securities Exchange Act of 1934, as amended, with the Trustee) prior to the
incurrence of such additional Debt and (B) the purchase price of any real
estate assets or mortgages receivable acquired, and the amount of any
securities offering proceeds received (to the extent that such proceeds were
not used to acquire real estate assets or mortgages receivable or used to
reduce Debt), by the Company or any Subsidiary since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of
such additional Debt.


(ii)       In
addition to the foregoing limitations on the incurrence of Debt, the Company
will not, and will not permit any Subsidiary to, incur any Secured Debt if,
immediately after giving effect to the incurrence of such additional 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 Adjusted Total Assets.


(iii)      In
addition to the foregoing limitations on the incurrence of Debt, 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 Debt Service for
the four consecutive fiscal quarters most recently ended prior to the date on
which such additional Debt is to be incurred shall have been less than 1.5 to
1.0, on a pro forma basis after giving effect thereto and to the application of
the proceeds therefrom, and calculated on the assumption that (A) such Debt
and any other Debt incurred by the Company and its Subsidiaries since the first
day of such four-quarter period and the application of the proceeds therefrom,
including to refinance other Debt, had occurred at the beginning of such
period; (B) the repayment or retirement of any other Debt by the Company
and its Subsidiaries since the first date of such four-quarter period had been
repaid or retired at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be
computed based upon the average daily balance of such Debt during such period);
(C) in the case of Acquired Debt or Debt incurred in connection with any
acquisition since the first day of such four-quarter period, the related acquisition
had occurred as of the first day of such period with appropriate adjustments
with respect to such acquisition being included in such pro forma calculation;
and (D) in the case of any acquisition or disposition by the Company or
its Subsidiaries of any asset or group of assets since the first day of such
four-quarter period, whether by merger, stock purchase or sale, or asset
purchase or sale, such acquisition or disposition or any related repayment of
Debt had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition or disposition being included in
such pro forma calculation.  If the Debt
giving rise to the need to make the foregoing calculation or any other Debt
incurred after the first day of the relevant four-quarter period bears interest
at a floating rate then, for purposes of calculating the Annual Debt Service,
the interest rate on such Debt shall be computed on a pro forma basis as if the
average interest rate which would have been in effect during the entire such
four-quarter period had been the applicable rate for the entire such period.



 7
 








(b)       Maintenance of Total
Unencumbered Assets.  The Company and
its Subsidiaries will at all times maintain Total Unencumbered Assets of not
less than 150% of the aggregate outstanding principal amount of the Unsecured
Debt of the Company and its Subsidiaries on a consolidated basis.


ARTICLE 4


ADDITIONAL EVENTS OF DEFAULT


Section 4.1      For purposes of this
Supplemental Indenture and the Notes, in addition to the Events of Default set
forth in Section 501 of the Indenture, it shall also constitute an “Event of
Default” if a default under any bond, debenture, note or other evidence of
indebtedness of the Company (including a default with respect to any other series
of securities), or under any mortgage, indenture or other instrument of the
Company under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company (or by any
Subsidiary, the repayment of which the Company has guaranteed or for which the
Company is directly responsible or liable as obligor or guarantor) having an
aggregate principal amount exceeding $20,000,000, whether such indebtedness now
exists or shall hereafter be incurred or created, which default shall have
resulted in such indebtedness becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable, without
such indebtedness having been discharged, or such acceleration having been
rescinded or annulled, within a period of ten days after there shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the outstanding Notes, a written notice specifying such default and requiring
the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a “Notice
of Default” hereunder.


Section 4.2      Notwithstanding any
provisions to the contrary in the Indenture, upon any acceleration of the Notes
under Section 502 of the Indenture, the amount immediately due and payable in
respect of the Notes shall equal the Outstanding principal amount thereof, plus
accrued and unpaid interest thereon, plus, if such acceleration occurs prior to
December 15, 2016, the Make-Whole
Amount.


ARTICLE
5


EFFECTIVENESS


This Supplemental Indenture shall be effective for all
purposes as of the date and time this Supplemental Indenture has been executed
and delivered by the Company and the Trustee in accordance with Article Nine of
the Indenture.  As supplemented hereby,
the Indenture is hereby confirmed as being in full force and effect.



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ARTICLE
6


MISCELLANEOUS


Section 6.1      In the event any provision
of this Supplemental Indenture shall be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof or any provision of the Indenture.


Section 6.2      To the extent that any terms
of this Supplemental Indenture or the Notes are inconsistent with the terms of
the Indenture, the terms of this Supplemental Indenture or the Notes shall
govern and supersede such inconsistent terms.


Section 6.3      This Supplemental Indenture
shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.


Section 6.4      This Supplemental Indenture
may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.


[Remainder of page intentionally left blank.]



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IN WITNESS
WHEREOF, the Company and the Trustee have caused this Supplemental Indenture to
be executed as an instrument under seal in their respective corporate names as
of the date first above written.


	
  

  	
  HRPT PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John C. Popeo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John C. Popeo

  
	
   

  	
   

  	
  Title:

  	
  Treasurer and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Freeman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James Freeman

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 



 10














EXHIBIT A


FORM
OF NOTE


[Face of Note]


6.25% Senior Note due 2017


	
  No. R-     

  	
   

  	
  $               

  



 


HRPT
PROPERTIES TRUST


promises to pay to                                                 
or registered assigns, the principal sum of                                                 
($              )
on June 15, 2017, subject to the
terms set forth on the reverse of this Note and the terms of the Indenture
referred to therein.


	
  Interest Payment Dates:

  	
  each June 15 and December 15, commencing December
  15, 2007

  
	
   

  	
   

  
	
  Interest Record Dates:

  	
  the day falling 14 calendar days prior to any
  Interest Payment Date.

  



 


CUSIP No.:                             


	
   

  	
  HRPT PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  Attest:

  	
   

  	
   

  
	
  [SEAL]

  



 


CERTIFICATE OF AUTHENTICATION


Dated:


This is one of the Notes
referred to in the within-mentioned Indenture:


U.S. BANK NATIONAL ASSOCIATION, as Trustee


	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  	
   

  



 












[THE
FOLLOWING CONSTITUTES THE REVERSE OF THE SECURITY]


HRPT
PROPERTIES TRUST


6.25% Senior Note due 2017


Capitalized terms used herein have the meanings
assigned to them in the Indenture (as defined below) unless otherwise
indicated.


1.                           Interest.  HRPT Properties Trust, a Maryland real estate
investment trust (the “Company”), promises to pay interest on the principal
amount of this Note at the rate and in the manner specified below.


The Company shall pay in
cash interest on the principal amount of this Note at the rate per annum of
6.25%. The Company will pay interest semiannually in arrears on each June 15
and December 15, commencing December 15, 2007, or, if any such day is not a
Business Day (as defined in the Indenture), on the next succeeding Business Day
(each an “Interest Payment Date”), to Holders of record on the day falling 14
calendar days immediately preceding such Interest Payment Date (whether or not
a Business Day).


Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months. Interest
shall accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from June 25, 2007.


2.         Method
of Payment.  The Company will pay
interest on this Note (except defaulted interest) on each Interest Payment Date
to the Person in whose name this Note is registered in the Security Register at
the close of business on the Interest Record Date next preceding such Interest
Payment Date.  The Company will pay
principal and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts.  The Company, however, may pay principal,
premium, if any, and interest by check payable in such money.  It may mail an interest check to a Holder’s registered
address.


3.         Indenture.  The Company issued the Notes under an
Indenture, dated as of July 9, 1997, and a Supplemental Indenture No. 17
thereto, dated as of June 25, 2007 (collectively, the “Indenture”), between the
Company and the Trustee.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 as in effect on the
date of the Indenture.  The Notes are
subject to all such terms, and Holders of the Notes are referred to the
Indenture and such Act for a statement of such terms.  The terms of the Indenture shall govern any
inconsistencies between the Indenture and the Notes.  The Notes are unsecured general obligations
of the Company limited to $250,000,000 in aggregate principal amount, except as
otherwise provided in the Indenture.


4.         Optional
Redemption.  The Notes will be
subject to redemption at any time at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to the sum of (i) the principal amount of the Notes being redeemed,
plus accrued and unpaid interest to but excluding the applicable Redemption
Date and (ii) the Make-Whole Amount, if any. 
If the Notes are redeemed on or after December 15, 2016, the



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redemption price will not include the Make-Whole Amount.


As used herein the term “Make-Whole
Amount” means, in connection with any optional redemption or accelerated
payment of any Notes prior to December 15,
2016, the excess, if any, of (i) the
aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on December 15, 2016,
determined by discounting, on a semiannual basis, such principal and interest
at the Reinvestment Rate (determined on the third Business Day preceding the
date such notice of redemption is given or declaration of acceleration is made)
from the respective dates on which such principal and interest would have been
payable if such redemption or accelerated payment had been made on December 15,
2016, over (ii) the aggregate principal amount of the Notes being redeemed or
paid.  In the case of any redemption or
accelerated payment of notes on or after December 15, 2016, the Make-Whole
Amount means zero.  For purposes
of the Indenture and the Notes, references in the Indenture to the payment of
the principal (and premium, if any) and interest on the Notes shall be deemed
to include the payment of the Make-Whole Amount, if any, due upon redemption
with respect to the Notes.  The
Make-Whole Amount shall be calculated by the Company and set forth in an
Officer’s Certificate delivered to the Trustee, and the Trustee shall be
entitled to rely on said Officer’s Certificate.


As used herein the term “Reinvestment
Rate” means a rate per annum equal to the sum of 0.20% (twenty one-hundredths
of one percent) plus the yield on treasury securities at constant maturity
under the heading “Week Ending” published in the Statistical Release (as
defined herein) under the caption “Treasury Constant Maturities” for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity (which, in the case of maturities corresponding to the principal and
interest due on the Notes at their maturity, shall be deemed to be December 15, 2016), as of the payment date
of the principal being redeemed or paid. 
If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month.  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.


As used herein the term “Statistical
Release” means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Federal Reserve System and which
establishes yields on actively traded United States government securities
adjusted to constant maturities or, if such statistical release is not
published at the time of any determination under the Supplemental Indenture,
then any publicly available source of similar market data which shall be
designated by the Company.


5.         Mandatory
Redemption.  The Company shall not be
required to make sinking fund or redemption payments with respect to the Notes.


6.         Notice
of Redemption.  Notice of redemption
shall be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at



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its registered address.  Notes
may be redeemed in part but only in whole multiples of $1,000, unless all of
the Notes held by a Holder are to be redeemed. 
On and after the Redemption Date, interest ceases to accrue on Notes or
portions of them called for redemption.


7.         Denominations,
Transfer, Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Security
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
The Security Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption.  Also, it need not exchange or register the
transfer of any Notes for a period of 15 days before the mailing of a notice of
redemption of Notes, or during the period between a record date and the
corresponding Interest Payment Date.


8.         Defaults
and Remedies.  In case an Event of
Default (as defined in the Indenture) with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the provisions provided in the Indenture.


9.         Actions
of Holders.  The Indenture contains
provisions permitting the Holders of not less than a majority of the aggregate
principal amount of the outstanding Notes, subject to certain exceptions as
provided in the Indenture, on behalf of the Holders of all such Notes at a
meeting duly called and held as provided in the Indenture, to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided in the Indenture to be made, given or taken by the
Holders of the Notes, including without limitation, waiving (a) compliance
by the Company with certain provisions of the Indenture, and (b) certain
past defaults under the Indenture and their consequences.  Any resolution passed or decision taken at
any meeting of the Holders of the Notes in accordance with the provisions of
the Indenture shall be conclusive and binding upon such Holders 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.


10.       Persons
Deemed Owners.  The Company, the
Trustee, and any agent of the Company or the Trustee may deem and treat the
Person in whose name this Note is registered on the Security Register as its
absolute owner for all purposes.


11.       Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


12.       Governing
Law. THE INTERNAL LAW OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN AND
BE USED TO CONSTRUE THE INDENTURE AND THE NOTES.


13.       No
Personal Liability.  THE AMENDED AND
RESTATED DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED JULY 1, 1994, A
COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO, IS DULY
FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
MARYLAND, PROVIDES THAT THE NAME “HRPT



 A-4
 








PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION OF
TRUST, AS SO AMENDED AND SUPPLEMENTED, COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST THE COMPANY. ALL PERSONS
DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE
COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture.  Request may be made to:


HRPT Properties Trust


400 Centre Street


Newton, MA 02458


Telecopier No.:  (617) 332-2261


Attention: President


or such other address as
the Company may specify pursuant to the Indenture.



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ASSIGNMENT
FORM


To
assign this Note, fill in the form below:


	
  [I] [We] assign and transfer this Note to

  
	
   

  
	
                                                                                                     
  [Print or type assignee’s name, address and zip code]

  
	
   

  
	
                                                                                                    
  [Insert assignee’s soc. sec. or tax I.D. no.] and
  irrevocably

  
	
   

  
	
  appoint                                                                                                                  
  to transfer this Note on the books of the

  
	
   

  
	
  Company.  The
  agent may substitute another to act for him.

  



 


	
  Date:

  	
                           

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  [Sign exactly as your name appears on the face of
  this

  Note]

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [The signature must be guaranteed by

  an officer of a participant in a recognized

  signature guarantee program. Notarized

  or witnessed signatures are not acceptable.]

  	
   

  
							



 



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