Exhibit 4.1


 


FORM OF


 


SUPPLEMENTAL
INDENTURE NO. 15


 


by
and between


 


HRPT
PROPERTIES TRUST


 


and


 


U.S.
BANK NATIONAL ASSOCIATION


 


as of
October 31, 2005


 


 


SUPPLEMENTAL
TO THE INDENTURE DATED AS OF JULY 9, 1997


 


 










 


HRPT
PROPERTIES TRUST


 


5 3⁄4%
Senior Notes due November 1, 2015


 










 





















 


This SUPPLEMENTAL
INDENTURE NO. 15 (this “Supplemental Indenture”) made and entered into as of October 31,
2005 between HRPT PROPERTIES TRUST, a Maryland real estate investment trust
(the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (as successor to State Street Bank
and Trust Company in its capacity as Trustee), 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 5 3⁄4%
Senior Notes due November 1, 2015; 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 May 1, 2015, 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 May 1, 2015,
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 May 1,
2015, 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 May 1, 2015, 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
5 3⁄4%  Senior
Notes due November 1, 2015, 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 May 1,
2015), 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.


 


“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


 


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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 of which
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 “5
3⁄4%  Senior Notes due November 1,
2015.”  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 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


 


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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 5 3⁄4%  per annum, from October 31, 2005 (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 May 1 and November 1, commencing May 1,
2006 (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 November 1, 2015;
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 applicable Redemption Date, plus (ii) the Make-Whole
Amount, if any.  If the notes are
redeemed on or after May 1, 2015, the
redemption price will not include the Make-Whole Amount.  Upon the


 


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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 5 3⁄4% Senior Notes due November 1,
2015; 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 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


 


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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.


 


(b)                                 Maintenance
of Total Unencumbered Assets.  The
Company and its Subsidiaries will maintain at all times Total Unencumbered
Assets of not less than 150% of the aggregate


 


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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 May 1, 2015, 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.


 


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.


 


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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:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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EXHIBIT A


 


FORM OF
NOTE


 


[Face of Note]


 


5 3⁄4%
Senior Note due November 1, 2015


 


	
  No. R-

  	
   

  	
  $                   

  



 


HRPT
PROPERTIES TRUST


 


promises to pay to
                                                      or registered assigns, the principal sum of
                                                    
($            ) on November 1,
2015, 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 May 1 and November 1,
commencing May 1, 2006.


 


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


 


5 3⁄4%
Senior Note due November 1, 2015


 


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 5 3⁄4%. The Company will pay interest semiannually in
arrears on each May 1 and November 1, commencing May 1, 2006,
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 October 31, 2005.


 


2.                                       Method
of Payment.  The Company will pay
interest on the Notes (except defaulted interest) to the Persons who are
registered Holders of Notes at the close of business on the record date next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before 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. 15
thereto, dated as of October 31, 2005 (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 May 1,
2015, the redemption price will not include the Make-Whole Amount.


 


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As used herein the term
“Make-Whole Amount” means, in connection with any optional redemption or
accelerated payment of any Notes prior to May 1,
2015, 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 May 1, 2015,
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 May 1,
2015, 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 May 1, 2015, 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 May 1, 2015), 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 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


 


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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 THIRD
AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST OF THE COMPANY, AS AMENDED
AND SUPPLEMENTED, DATED JULY 1, 1994, A COPY OF WHICH, TOGETHER WITH ALL
AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS DULY FILED IN THE
OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND,
PROVIDES THAT THE NAME “HRPT PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE
DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT


 


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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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