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WEINGARTEN REALTY INVESTORS 8.10% Note due 2019

Promissory Note

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This Promissory Note involves

WEINGARTEN REALTY INVESTORS /TX/

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Title: WEINGARTEN REALTY INVESTORS 8.10% Note due 2019
Governing Law: New York     Date: 8/14/2009
Industry: Real Estate Operations     Sector: Services

WEINGARTEN REALTY INVESTORS 8.10% Note due 2019, Parties: weingarten realty investors /tx/
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Exhibit 4.1

[Face of Security]

 

REGISTERED

 

 

PRINCIPAL AMOUNT

No. 1

 

 

$100,000,000

CUSIP No. 948741 848

 

 

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

 

 

 

WEINGARTEN REALTY INVESTORS

(SEAL)

 

 


 
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