<Page>
Exhibit 4.1
Form of
SUPPLEMENTAL INDENTURE NO. 14
by and between
HRPT PROPERTIES TRUST
and
U.S. BANK NATIONAL ASSOCIATION
as of August 5, 2004
SUPPLEMENTAL TO THE INDENTURE DATED AS OF JULY 9, 1997
-------------------------
HRPT PROPERTIES TRUST
6 1/4% Senior Notes due August 15, 2016
-------------------------
<Page>
This
SUPPLEMENTAL INDENTURE NO. 14 (this "Supplemental Indenture") made
and
entered into as of August 5, 2004 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
6 1/4% Senior Notes due August 15, 2016;
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.
<Page>
"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 -
<Page>
"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
February 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 February 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 February 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
February 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 1/4% Senior Notes due August 15, 2016,
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 0.30%
(thirty 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 February 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.
"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
- 3 -
<Page>
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 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 "6 1/4% Senior Notes due August
15, 2016." The Notes will be
limited to an aggregate principal amount of
$400,000,000, 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
- 4 -
<Page>
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 1/4% per annum, from August 5, 2004 (or,
in the case of Notes issued upon the
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 on each February 15 and August
15, commencing February 15, 2005
(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
August 15, 2016, pro
