Underwriting Agreement (2005)Full Document 

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HRPT PROPERTIES TRUST

(a Maryland real estate investment trust)

5¾% Senior Notes due November 1, 2015

UNDERWRITING AGREEMENT

 

October 25, 2005

 

Merrill Lynch, Pierce, Fenner & Smith

                            Incorporated

RBC Capital Markets Corporation
Wachovia Capital Markets, LLC

as Representatives of the several Underwriters

 

c/o      Merrill Lynch, Pierce, Fenner & Smith

                                        Incorporated

4 World Financial Center

New York, NY 10080

 

 

 

Ladies and Gentlemen:

HRPT Properties Trust, a Maryland real estate investment trust (the “Company”), confirms its agreement with the underwriters named in Schedule A hereto (collectively, the “Underwriters” which term also includes any underwriter substituted as hereinafter provided in Section 10), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets Corporation and Wachovia Capital Markets, LLC are acting as Representatives (the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, severally, of $250,000,000 aggregate principal amount of the Company’s 5¾% Senior Notes due November 1, 2015 (the “Notes”).  The Notes are to be issued pursuant to an indenture dated as of July 9, 1997 and a supplemental indenture dated as of October 31, 2005 (together, the “Indenture”), each between the Company and U.S. Bank National Association (as successor trustee to State Street Bank and Trust Company) (the “Trustee”).

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-114285) for the registration of debt securities, preferred shares of beneficial interest, depositary shares, common shares of beneficial interest and warrants under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof.  Such registration statement has been declared effective under the 1933 Act.  Such registration statement (as amended, if applicable) and the prospectus constituting a part thereof (the “Base Prospectus”), as supplemented by the prospectus supplement (the “Prospectus Supplement”) relating to the Notes (including, in each case, all documents incorporated or deemed to be

 



incorporated by reference therein), as from time to time amended or supplemented pursuant to the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), or otherwise, is hereinafter referred to as the “Registration Statement” and the “Prospectus”, respectively.  All references in this Agreement to financial statements and schedules and other information which is “contained”, “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or in the Prospectus, as the case may be.

Section 1.  Representations and Warranties.

(a)           The Company represents and warrants to each Underwriter as of the date hereof as follows:

(i)            At the respective times the Registration Statement and any post-effective amendment thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the rules and regulations under the 1933 Act (the “1933 Act Regulations”) and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  The Prospectus, at the date hereof (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Notes which differs from the Prospectus on file at the Commission at the date of effectiveness of the Registration Statement, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time referred to in Section 2 hereof, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (i) shall not apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriters through the Representatives expressly for use in the Registration Statement or the Prospectus.

(ii)           The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and at Closing Time, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(iii)          The Company is a Maryland real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland.  Each of its subsidiaries has been duly organized and is validly existing as a corporation, partnership,

 

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limited liability company or trust in good standing under the laws of its jurisdiction of incorporation or organization, except where the failure to be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.  Each of the Company and its subsidiaries has full power and authority (corporate and other) to carry on its business as described in the Registration Statement and in the Prospectus and to own, lease and operate its properties.  Each of the Company and its subsidiaries is duly qualified and is in good standing as a foreign corporation, partnership, limited liability company or trust, as the case may be, and is authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(iv)          The financial statements of the Company and its subsidiaries, together with the related schedules and notes thereto, included or incorporated by reference in the Registration Statement and in the Prospectus, comply as to form in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations.  Such financial statements of the Company, together with the related schedules and notes thereto, present fairly the consolidated financial position, results of operations, shareholders’ equity and changes in financial position of the Company and its subsidiaries, at the dates or for the respective periods therein specified and have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved.  The pro forma financial statements and other pro forma financial information (including the notes thereto) included or incorporated by reference in the Registration Statement and in the Prospectus (i) present fairly the information shown therein, (ii) have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and (iii) have been properly compiled on the basis described therein and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.  The adjusted pro forma financial statements and other adjusted pro forma financial information (including the notes thereto) included or incorporated by reference in the Registration Statement and in the Prospectus (i) present fairly the information shown therein and (ii) have been properly compiled on the basis described therein and the assumptions used in the preparation of such adjusted pro forma financial statements and other adjusted pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.

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