Exhibit 4.1
[Face of Security]
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REGISTERED
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PRINCIPAL
AMOUNT
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No. 1
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$100,000,000
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CUSIP
No. 948741 848
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WEINGARTEN REALTY
INVESTORS
8.10% Note due 2019
WEINGARTEN REALTY INVESTORS, a Texas
real estate investment trust (herein referred to as the
“Company,” which term includes any successor
corporation under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of One Hundred Million
Dollars ($100,000,000) on September 15, 2019 (the
“Stated Maturity Date”) or the date fixed for earlier
redemption (the “Redemption Date,” and together with
the Stated Maturity Date with respect to principal repayable on
such date, the “Maturity Date”), and to pay interest
thereon from August 19, 2009 or from the most recent interest
payment date to which interest has been paid or duly provided for,
quarterly on
March 15, June 15, September 15 and
December 15 of each year (each, an “Interest Payment
Date”), commencing December 15, 2009, at the rate of
8.10% per annum, until the principal hereof is paid or duly
provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the
Indenture referred to on the reverse hereof, be paid to the Holder
in whose name this Note is registered at the close of business on
the regular record date for such interest, which shall be
March 1, June 1, September 1 or
December 1 (whether or not a Business Day) (each, a
“Regular Record Date”), as the case may be, next
preceding such Interest Payment Date by transfer of funds to an
account maintained by such Holder within the United States. Any
such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record
Date, and may be paid to the Holder in whose name this Note is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee
referred to on the reverse hereof, notice whereof shall be given to
Holders of Notes of this series not less than 10 days prior to such
Special Record Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months. All terms used in this Note
which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
The principal of this Note payable
on the Stated Maturity Date or the principal of, premium, if any,
and, if the Redemption Date is not an Interest Payment Date,
interest on this Note payable on the Redemption Date will be paid
against presentation of this Note at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan,
The City of New York, currently the office of The Bank of New York
Mellon Trust Company, N.A., Trustee, located at 101 Barclay Street,
New York, New York 10007, 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 and private debts.
Interest payable on this Note on any
Interest Payment Date and on the Stated Maturity Date or Redemption
Date, as the case may be, will include interest accrued from and
including the next preceding Interest Payment Date in respect of
which interest has been paid or duly provided for (or from and
including August 19, 2009, if no interest has been paid on
this Note) to but
excluding such Interest Payment Date or the
Stated Maturity Date or Redemption Date, as the case may be. If any
Interest Payment Date or the Stated Maturity Date or Redemption
Date falls on a day that is not a Business Day, as defined below,
principal, premium, if any, and/or interest payable with respect to
such Interest Payment Date or Stated Maturity Date or Redemption
Date, as the case may be, will be paid on the next succeeding
Business Day with the same force and effect as if it were paid on
the date such payment was due, and no interest shall accrue on the
amount so payable for the period from and after such Interest
Payment Date or Stated Maturity Date or Redemption Date, as the
case may be. “Business Day” means any day, other than a
Saturday, Sunday or any other day on which banking institutions in
the City of New York are authorized or obligated by law or
executive order to close.
All payments of principal, premium,
if any, and interest in respect of this Note will be made by the
Company in immediately available funds.
Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the Certificate of
Authentication hereon has been executed by the Trustee by manual
signature of one of its authorized signatories, this Note shall not
be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
2
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its facsimile
corporate seal.
Dated: August 19,
2009
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WEINGARTEN
REALTY INVESTORS
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(SEAL)
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