Exhibit 4.2


 


EXECUTION COPY


 





 


SUPPLEMENTAL
INDENTURE NO. 19


 


by
and between


 


HRPT
PROPERTIES TRUST


 


and


 


U.S.
BANK NATIONAL ASSOCIATION


 


as of
November 25, 2009


 


SUPPLEMENTAL
TO THE INDENTURE DATED AS OF JULY 9, 1997


 






 


HRPT
PROPERTIES TRUST


 


7.50% Senior Notes due 2019


 






 




 




















 


This SUPPLEMENTAL
INDENTURE NO. 19 (this “Supplemental Indenture”) made and entered into as of November 25,
2009 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 7.50% Senior Notes due 2019;
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.


 


2

















 


“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.


 


“Notes” means the Company’s
7.50% Senior Notes due 2019, issued
under this Supplemental Indenture and the Indenture, as amended or supplemented
from time to time.


 


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


 


“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 “7.50% Senior Notes due
2019.”  The Notes will be initially
limited to an aggregate principal amount of 


 


3

















 


$125,000,000, plus up to an additional $18,750,000 aggregate principal
amount of Notes issuable pursuant to an option granted by the Company to the
underwriters of the Notes to cover over-allotments, if any, 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 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 $20 and integral multiples thereof.


 


(b)                                 Interest and Interest Rate. 
The Notes will bear interest at a rate of 7.50%
per annum, from November 25, 2009 (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
quarterly in arrears on each February 15, May 15, August 15 and November 15,
commencing February 15, 2010  (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”).


 


4

















 


(c)                                  Principal Repayment; Currency. 
The stated maturity of the Notes is November 15, 2019; 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 on or after November 15,
2014 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 outstanding
principal amount of the Notes being redeemed, plus accrued and unpaid interest
to but excluding the applicable Redemption Date.  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 7.50% Senior Notes due 2019; or as to either party, at such other
address as shall be designated by such party in a written notice to the other
party.


 


5

















 


(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 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.


 


6

















 


(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.


 


(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.


 


7
















 


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.


 


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.


 


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.


 


8

















 


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.]


 


9

















 


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/ Sam Soltani

  
	
   

  	
   

  	
  Name:

  	
  Sam Soltani

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  



 


10

















EXHIBIT A


 


FORM OF NOTE


 


[Face of Note]


 


7.50%
Senior Note due 2019


 


	
  No. R-       

  	
   

  	
  $                        

  



 


HRPT PROPERTIES TRUST


 


promises to pay to                                                 
or registered assigns, the principal sum of                                                 
($              )
on November 15, 2019, 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 February 15,
  May 15, August 15 and November 15, commencing
  February 15, 2010.

  
	
   

  	
   

  	
   

  
	
  Interest Record Dates:

  	
   

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

  



 


CUSIP
No.: 40426W 606


 


	
   

  	
  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


 


7.50% Senior Note due 2019


 


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 7.50%. The Company will
pay interest quarterly in arrears on each February 15, May 15, August 15
and November 15, commencing February 15, 2010, 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 November 25, 2009.


 


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. 19 thereto, dated as of November 25, 2009 (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 $125,000,000 in aggregate principal
amount, plus up to an additional $18,750,000 in aggregate principal amount
issuable by the Company in connection with an option granted to the
underwriters of the Notes to cover over-allotments, if any, except as otherwise
provided in the Indenture.


 


4.                                       Optional Redemption.  The Notes will be
subject to redemption at any time on or after November 15, 2014 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 principal amount of the 


 


A-2

















 


Notes being redeemed, plus accrued and unpaid
interest to but excluding the applicable Redemption Date.


 


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
its registered address.  Notes may be
redeemed in part but only in whole multiples of $20, 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 $20
and integral multiples of $20 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.


 


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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 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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