FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 26th, 2023 • Office Properties Income Trust • Real estate • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 17, 2023, by and among OFFICE PROPERTIES INCOME TRUST (f/k/a GOVERNMENT PROPERTIES INCOME TRUST), a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
25,000,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2017 • Government Properties Income Trust • Real estate • New York
Government Properties Income Trust, a Maryland real estate investment trust (the “Company”) confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and UBS Securities LLC (“UBS”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup, BofA Merrill Lynch, Morgan Stanley and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Common Shares of Beneficial Interest, par value $.01 per share, of the Company (“Common Shares”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally an
PURCHASE AND SALE AGREEMENT by and between HUB REALTY FUNDING, INC., as Seller, and GOVERNMENT PROPERTIES INCOME TRUST, as PurchaserPurchase and Sale Agreement • June 18th, 2010 • Government Properties Income Trust • Real estate • Massachusetts
THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY FUNDING, INC., a Delaware corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).
OFFICE PROPERTIES INCOME TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENTIndemnification Agreement • February 15th, 2024 • Office Properties Income Trust • Real estate • Maryland
THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).
CREDIT AGREEMENT Dated as of April 24, 2009 among GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust and the other Borrowing Base Entities (as defined herein) collectively, as the Borrowers, BANK OF AMERICA, N.A., as...Credit Agreement • May 4th, 2009 • Government Properties Income Trust • Real estate • New York
This CREDIT AGREEMENT (as the same may be amended, restated, supplemented or modified from time to time, the “Agreement”) is entered into as of April 24, 2009, among GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Principal Borrower”), GOVERNMENT PROPERTIES INCOME TRUST LLC, a Delaware limited liability company (collectively, with the Principal Borrower and each other Subsidiary which from time to time qualifies as a Borrowing Base Entity hereunder and who has executed a joinder to this Agreement pursuant to Section 6.12, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RE: Management Agreements with The RMR Group LLCProperty Management Agreement • May 19th, 2023 • Office Properties Income Trust • Real estate • Maryland
Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and between Diversified Healthcare Trust (“DHC”) and Office Properties Income Trust (“OPI”), pursuant to which, among other things, DHC will merge with and into OPI, with OPI being the surviving entity in the merger (the “Merger”); (ii) the Second Amended and Restated Business Management Agreement (the “DHC Business Management Agreement”), dated June 5, 2015, as amended, by and between DHC and The RMR Group LLC (the “Manager”); (iii) the Second Amended and Restated Business Management Agreement, dated June 5, 2015, as amended, by and between OPI and the Manager (the “OPI Business Management Agreement”); (iv) the Third Amended and Restated Property Management Agreement, dated June 9, 2021, by and between DHC and the Manager (the “DHC Property Management Agreement”); and (v) the Second Amended and Restated Property Management Agreement, dated June 5, 2015, by and between OP
TERM LOAN AGREEMENTTerm Loan Agreement • July 14th, 2014 • Government Properties Income Trust • Real estate • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of July 9, 2014, by and among GOVERNMENT PROPERTIES INCOME TRUST, a real estate investment trust organized under the laws of the State of Maryland (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and CITIGROUP GLOBAL MARKETS, INC., as Syndication Agent (the “Syndication Agent”), with each of WELLS FARGO SECURITIES, LLC, and CITIGROUP GLOBAL MARKETS, INC., as Joint Lead Arrangers and Joint Lead Bookrunners (collectively, the “Lead Arrangers”).
AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • December 11th, 2012 • Government Properties Income Trust • Real estate • Massachusetts
THIS AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of December 10, 2012, by and between Government Properties Income Trust, a Maryland real estate investment trust (the “Company”), and Reit Management & Research LLC, a Delaware limited liability company (the “Manager”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among AFFILIATES INSURANCE COMPANY, FIVE STAR QUALITY CARE, INC., HOSPITALITY PROPERTIES TRUST, COMMONWEALTH REIT, SENIOR HOUSING PROPERTIES TRUST, TRAVELCENTERS OF AMERICA LLC, REIT MANAGEMENT &...Shareholders Agreement • August 3rd, 2012 • Government Properties Income Trust • Real estate • Indiana
This Amended and Restated Shareholders Agreement (this “Agreement”), dated May 21, 2012, by and among Affiliates Insurance Company, an Indiana insurance corporation (the “Company”), Five Star Quality Care, Inc., a Maryland corporation (“FVE”), Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), CommonWealth REIT, a Maryland real estate investment trust (“CWH”), Senior Housing Properties Trust, a Maryland real estate investment trust (“SNH”), TravelCenters of America LLC, a Delaware limited liability company (“TA”), Reit Management & Research LLC, a Delaware limited liability company (“RMR”), and Government Properties Income Trust, a Maryland real estate investment trust (“GOV”, and together with FVE, HPT, CWH, SNH, TA and RMR, the “Current Shareholders”), and Select Income REIT, a Maryland real estate investment trust (“SIR”, and together with the Current Shareholders, the “Shareholders”), amends and restates the Amended and Restated Shareholders Agreement (t
FORM OF OFFICE PROPERTIES INCOME TRUST Share Award AgreementShare Award Agreement • October 30th, 2023 • Office Properties Income Trust • Real estate • Maryland
This Share Award Agreement (this “Agreement”) is made as of «DATE», 2023, between «NAME» (the “Recipient”) and Office Properties Income Trust (the “Company”).
SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • June 8th, 2015 • Government Properties Income Trust • Real estate • Maryland
THIS SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of June 5, 2015, by and between Government Properties Income Trust, a Maryland real estate investment trust (the “Company”), and Reit Management & Research LLC, a Maryland limited liability company (the “Manager”).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN REIT MANAGEMENT & RESEARCH INC. AND GOVERNMENT PROPERTIES INCOME TRUST Dated as of June 5, 2015Registration Rights Agreement • June 8th, 2015 • Government Properties Income Trust • Real estate • Maryland
This Registration Rights Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of June 5, 2015, by and between Reit Management & Research Inc., a Maryland corporation (“INC”), and Government Properties Income Trust, a Maryland real estate investment trust (including its successors and permitted assigns, “Shareholder”). INC and Shareholder are each referred to as a “Party” and together as the “Parties”.
TRANSACTION AGREEMENT BY AND AMONG REIT MANAGEMENT & RESEARCH LLC, REIT MANAGEMENT & RESEARCH TRUST, REIT MANAGEMENT & RESEARCH INC. AND GOVERNMENT PROPERTIES INCOME TRUST Dated as of June 5, 2015Transaction Agreement • June 8th, 2015 • Government Properties Income Trust • Real estate • Maryland
This Transaction Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of June 5, 2015, by and among (i) Reit Management & Research LLC, a Maryland limited liability company (“LLC”), (ii) Reit Management & Research Trust, a Massachusetts business trust (“TRUST”), (iii) Reit Management & Research Inc., a Maryland corporation (“INC,” and together with LLC and TRUST, the “RMR Parties”), and (iv) Government Properties Income Trust, a Maryland real estate investment trust (“REIT”). The RMR Parties and REIT are each referred to as a “Party” and collectively as the “Parties.”
GOVERNMENT PROPERTIES INCOME TRUST Restricted Share AgreementRestricted Share Agreement • October 29th, 2015 • Government Properties Income Trust • Real estate • Massachusetts
This Restricted Share Agreement (this “Agreement”) is made as of «DATE», between «NAME» (the “Recipient”) and Government Properties Income Trust (the “Company”).
AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • January 14th, 2011 • Government Properties Income Trust • Real estate • Massachusetts
THIS AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2011, by and among Reit Management & Research LLC, a Delaware limited liability company (“Managing Agent”), and Government Properties Income Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself and those of its subsidiaries as may from time to time own properties subject to this Agreement (each, an “Owner” and, collectively, “Owners”).
AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • December 26th, 2013 • Government Properties Income Trust • Real estate • Massachusetts
THIS AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of December 23, 2013, by and between Government Properties Income Trust, a Maryland real estate investment trust (the “Company”), and Reit Management & Research LLC, a Delaware limited liability company (the “Manager”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2011 • Government Properties Income Trust • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of January 10, 2011 (the “Effective Date”), by and between Government Properties Income Trust, a Maryland real estate investment trust (the “Company”), and Mark L. Kleifges (“Indemnitee”).
OFFICE PROPERTIES INCOME TRUST (a Maryland real estate investment trust) $250,000,000 4.50% Senior Notes due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2020 • Office Properties Income Trust • Real estate • New York
Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A (plus such additional principal amounts of notes each Underwriter may be obligated to purchase pursuant to Section 10 hereof) of $250,000,000 aggregate principal amount of the Company’s 4.50% Senior Notes due 2025 (the “Notes”), which will be a part of the same series of notes as the $400,000,000 aggregate principal amount of the 4.50% Senior Notes due 2025 initially issued by
TRANSACTION AGREEMENT by and between HRPT PROPERTIES TRUST and GOVERNMENT PROPERTIES INCOME TRUSTTransaction Agreement • August 10th, 2009 • Government Properties Income Trust • Real estate • Massachusetts
THIS TRANSACTION AGREEMENT made June 8, 2009, by and between HRPT PROPERTIES TRUST, a Maryland real estate investment trust (“HRPT”) and GOVERNMENT PROPERTIES INCOME TRUST (“GOV”), a Maryland real estate investment trust.
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • September 2nd, 2014 • Government Properties Income Trust • Real estate • Maryland
This Voting and Standstill Agreement (this "Agreement") is made and entered into as of August 30, 2014, by and among Cole Corporate Income Trust, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for U.S. federal income tax purposes ("Target"), the undersigned shareholder ("Shareholder") of Select Income REIT, a Maryland real estate investment trust (the "Acquirer"), and solely for the purposes of Section 9 of this Agreement, American Realty Capital Properties, Inc., a Maryland corporation and parent of the sponsor of Target ("Target Sponsor").
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT BY AND AMONG GOVERNMENT PROPERTIES INCOME TRUST, REIT MANAGEMENT & RESEARCH TRUST, BARRY M. PORTNOY AND ADAM D. PORTNOY Dated as of June 5, 2015Registration Rights and Lock-Up Agreement • June 8th, 2015 • Government Properties Income Trust • Real estate • Maryland
This Registration Rights and Lock-Up Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of June 5, 2015, by and among Government Properties Income Trust, a Maryland real estate investment trust (“REIT”), Reit Management & Research Trust, a Massachusetts business trust (“TRUST”), and Barry M. Portnoy and Adam D. Portnoy (each a “Founder” and together with TRUST and including their respective successors and permitted assigns, “Shareholders”). REIT and Shareholders are each referred to as a “Party” and collectively as the “Parties”.
GOVERNMENT PROPERTIES INCOME TRUST RESTRICTED SHARE AGREEMENTRestricted Share Agreement • September 17th, 2010 • Government Properties Income Trust • Real estate • Massachusetts
This Restricted Share Agreement (this “Agreement”) is made as of , between (the “Recipient”) and Government Properties Income Trust (the “Company”).
SECOND AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • May 12th, 2014 • Government Properties Income Trust • Real estate • Massachusetts
This SECOND AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT, dated as of May 9, 2014 (this “Amendment”), by and among Reit Management & Research LLC, a Delaware limited liability company (“Managing Agent”), and Government Properties Income Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself and those of its subsidiaries as may from time to time own properties subject to the Property Management Agreement (as defined below) (each, an “Owner” and, collectively, “Owners”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG OFFICE PROPERTIES INCOME TRUST AND DIVERSIFIED HEALTHCARE TRUST DATED AS OF APRIL 11, 2023Agreement and Plan of Merger • April 12th, 2023 • Office Properties Income Trust • Real estate • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2023 (this “Agreement”), is by and among OFFICE PROPERTIES INCOME TRUST, a Maryland real estate investment trust (“Parent”) and DIVERSIFIED HEALTHCARE TRUST, a Maryland real estate investment trust (the “Company”). Each of Parent and the Company is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • May 12th, 2014 • Government Properties Income Trust • Real estate • Massachusetts
This FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT, dated as of May 9, 2014 (this “Amendment”), by and between Reit Management & Research LLC, a Delaware limited liability company (the “Manager”), and Government Properties Income Trust, a Maryland real estate investment trust (the “Company”).
PLEDGE AGREEMENTPledge Agreement • January 30th, 2024 • Office Properties Income Trust • Real estate • New York
PLEDGE AGREEMENT, dated as of January 29, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof, the “Pledge Agreement”), is entered into by and among OPI WF BORROWER LLC, a Delaware limited liability company (the “Borrower”), the direct and indirect Subsidiaries of the Borrower listed on the signature pages hereof (together with the Borrower, each, a “Pledgor” and collectively, the “Pledgors”, which terms shall include any Person that becomes a Pledgor pursuant to Section 32 hereof), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Lenders (as defined below).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 5th, 2015 • Government Properties Income Trust • Real estate • Maryland
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2015 (the “Signing Date”), by and among Lakewood Capital Partners, LP, a Delaware limited partnership (“Lakewood”), Lakewood Capital Management, LP, a Delaware limited partnership (“Lakewood Capital Management”), Lakewood Capital Offshore Fund, Ltd., a Cayman Islands exempted company (“Lakewood Capital Offshore”), Lakewood Capital Advisors, LLC, a Delaware limited liability company (“Lakewood Capital Advisors”), Lakewood Capital Management (GP), LLC, a Delaware limited liability company (“Lakewood Capital GP”), Bozza Jackson Holdings, LLC, a Delaware limited liability company (“Bozza Holdings”), Anthony T. Bozza (“Bozza”), William H. Lenehan (“Lenehan” and together with Lakewood, “Sellers”) and William L. Jackson (“Jackson” and together with Sellers, Lakewood Capital Management, Lakewood Capital Offshore, Lakewood Capital Advisors, Lakewood Capital GP, Bozza Holdings and Bozza, the “Lakewood Parties”), and Adam
GOVERNMENT PROPERTIES INCOME TRUST RESTRICTED SHARE AGREEMENTRestricted Share Agreement • November 1st, 2012 • Government Properties Income Trust • Real estate • Massachusetts
This Restricted Share Agreement (this “Agreement”) is made as of «DATE», «YEAR», between «NAME» (the “Recipient”) and Government Properties Income Trust (the “Company”).
GOVERNMENT PROPERTIES INCOME TRUST (a Maryland Real Estate Investment Trust) 10,000,000 Common Shares of Beneficial Interest PURCHASE AGREEMENTPurchase Agreement • May 20th, 2009 • Government Properties Income Trust • Real estate • New York
THIRD SUPPLEMENTAL INDENTURE between OFFICE PROPERTIES INCOME TRUST and as Trustee Dated as of May 18, 2021 SUPPLEMENTAL TO THE INDENTURE DATED AS OF JULY 20, 2017 OFFICE PROPERTIES INCOME TRUSTThird Supplemental Indenture • July 29th, 2021 • Office Properties Income Trust • Real estate • New York
This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 18, 2021 between Office Properties Income Trust (formerly known as Government Properties Income Trust), a real estate investment trust organized and existing under the laws of the State of Maryland (the “Company”), having its principal office at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and U.S. Bank National Association, a national banking organization organized and existing under the laws of the United States, as Trustee (the “Trustee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 14th, 2014 • Government Properties Income Trust • Real estate • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 8, 2014 (the “Signing Date”), by and among CommonWealth REIT, a Maryland real estate investment trust (“Seller”), Government Properties Income Trust, a Maryland real estate investment trust (“GOV”), and Reit Management & Research LLC, a Delaware limited liability company (“RMR” and collectively with GOV, “Purchasers”). Seller, GOV and RMR are each referred to as a “Party” and collectively as the “Parties”.
24,918,421 SHARES SELECT INCOME REIT COMMON SHARES OF BENEFICIAL INTEREST ($.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2018 • Government Properties Income Trust • Real estate • New York
FIFTH SUPPLEMENTAL INDENTURE between OFFICE PROPERTIES INCOME TRUST and as Trustee Dated as of September 28, 2021 SUPPLEMENTAL TO THE INDENTURE DATED AS OF JULY 20, 2017 OFFICE PROPERTIES INCOME TRUSTFifth Supplemental Indenture • October 28th, 2021 • Office Properties Income Trust • Real estate • New York
This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 28, 2021 between Office Properties Income Trust (formerly known as Government Properties Income Trust), a real estate investment trust organized and existing under the laws of the State of Maryland (the “Company”), having its principal office at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and U.S. Bank National Association, a national banking organization organized and existing under the laws of the United States, as Trustee (the “Trustee”).
PLEDGE AGREEMENTPledge Agreement • August 10th, 2009 • Government Properties Income Trust • Real estate • New York
THIS PLEDGE AGREEMENT, dated as of April 24, 2009 (this “Pledge Agreement”) is made Government Properties Income Trust, a Maryland real estate investment trust (a “Pledgor” and collectively with such of its Subsidiaries which execute a joinder to this Agreement, the “Pledgors”), in favor of Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders (in each case, as defined in the Credit Agreement described below; collectively, the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders shall be referred to herein as the “Secured Parties” and each, individually, may be referred to as a “Secured Party”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2009 • Government Properties Income Trust • Real estate • Indiana
This Subscription Agreement (this “Agreement”) is made and entered into as of December 16, 2009, by and between Affiliates Insurance Company, an Indiana company (the “Company”), and Government Properties Income Trust, a Maryland real estate investment trust (“Purchaser”).
