9,000,000 SHARES SELECT INCOME REIT COMMON SHARES OF BENEFICIAL INTEREST ($.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2014 • Select Income REIT • Real estate investment trusts • New York
Select Income REIT, a Maryland real estate investment trust (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) 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 Merrill Lynch is acting as representative (in such capacity, the “Representative”), 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, $.01 par value 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 and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,350,000 additional Common Shares. The aforesaid 9,000,000 Common Shares (the “Initial Sec
CREDIT AGREEMENT Dated as of December 29, 2017 by and among INDUSTRIAL LOGISTICS PROPERTIES TRUST, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5, as Lenders, and CITIBANK, N.A., as Administrative Agent and...Credit Agreement • December 29th, 2017 • Select Income Reit • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of December 29, 2017, by and among INDUSTRIAL LOGISTICS PROPERTIES 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 12.5, CITIBANK, N.A. (“Citibank”), as administrative agent (together with any successor administrative agent appointed pursuant to Article XI, the “Administrative Agent”) for the Lenders, Citibank, as collateral agent (together with any successor collateral agent appointed pursuant to Article XI, the “Collateral Agent”, and together with the Administrative Agent, the “Agents”) for the Lenders, the Swingline Lenders (as hereinafter defined) and the Issuing Banks (as hereinafter defined), with CITIGROUP GLOBAL MARKETS INC., RBC CAPITAL MARKETS, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrange
SELECT INCOME REIT FORM OF [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENTIndemnification Agreement • July 31st, 2018 • Select Income Reit • Real estate investment trusts • Maryland
THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Select Income REIT, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).
AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • June 8th, 2015 • Select Income REIT • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2015, by and among Reit Management & Research LLC, a Maryland limited liability company (“Managing Agent”), and Select Income REIT, 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 17th, 2012 • Select Income REIT • Real estate investment trusts • Massachusetts
THIS AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of December 12, 2012, by and between Select Income REIT, a Maryland real estate investment trust (the “Company”), and Reit Management & Research LLC, a Delaware limited liability company (the “Manager”).
SELECT INCOME REIT Share Award AgreementShare Award Agreement • October 29th, 2018 • Select Income Reit • Real estate investment trusts • Maryland
This Share Award Agreement (this “Agreement”) is made as of «DATE», 2018, between «NAME» (the “Recipient”) and Select Income REIT (the “Company”).
SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • June 8th, 2015 • Select Income REIT • Real estate investment trusts • Maryland
THIS SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of June 5, 2015, by and between Select Income REIT, 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 SELECT INCOME REIT Dated as of June 5, 2015Registration Rights Agreement • June 8th, 2015 • Select Income REIT • Real estate investment trusts • 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 Select Income REIT, 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”.
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 • May 23rd, 2012 • Select Income REIT • Real estate investment trusts • 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
TRANSACTION AGREEMENT BY AND AMONG REIT MANAGEMENT & RESEARCH LLC, REIT MANAGEMENT & RESEARCH TRUST, REIT MANAGEMENT & RESEARCH INC. AND SELECT INCOME REIT Dated as of June 5, 2015Transaction Agreement • June 8th, 2015 • Select Income REIT • Real estate investment trusts • 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) Select Income REIT, a Maryland real estate investment trust (“REIT”). The RMR Parties and REIT are each referred to as a “Party” and collectively as the “Parties.”
SELECT INCOME REIT Restricted Share AgreementRestricted Share Agreement • October 27th, 2015 • Select Income REIT • Real estate investment trusts • Massachusetts
This Restricted Share Agreement (this “Agreement”) is made as of «DATE», between «NAME» (the “Recipient”) and Select Income REIT (the “Company”).
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • March 12th, 2012 • Select Income REIT • Real estate investment trusts • Massachusetts
THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2012, by and among Reit Management & Research LLC, a Delaware limited liability company (“Managing Agent”), and Select Income REIT, 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”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 3rd, 2012 • Select Income REIT • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] (the “Effective Date”), by and between Select Income REIT, a Maryland real estate investment trust (the “Company”), and [ ] (“Indemnitee”).
AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • December 26th, 2013 • Select Income REIT • Real estate investment trusts • Massachusetts
THIS AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of December 23, 2013, by and between Select Income REIT, a Maryland real estate investment trust (the “Company”), and Reit Management & Research LLC, a Delaware limited liability company (the “Manager”).
SELECT INCOME REIT $350,000,000 4.25% Senior Notes due 2024 UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2017 • Select Income Reit • Real estate investment trusts • New York
Select Income REIT, a Maryland real estate investment trust (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), RBC Capital Markets, LLC (“RBC”), UBS Securities LLC (“UBS”) and Wells Fargo Securities, LLC (“Wells Fargo”) 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 Merrill Lynch, RBC, UBS and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), 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 $350,000,000 aggregate principal amount of the Company’s 4.25% Sen
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT BY AND AMONG SELECT INCOME REIT, 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 • Select Income REIT • Real estate investment trusts • 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 Select Income REIT, 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”.
8,000,000 SHARES SELECT INCOME REIT COMMON SHARES OF BENEFICIAL INTEREST (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2012 • Select Income REIT • Real estate investment trusts • New York
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • September 2nd, 2014 • Select Income REIT • Real estate investment trusts • 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 shareholders (each a "Shareholder," and, together, the "Shareholders") 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").
SECOND AMENDMENT TO PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • May 12th, 2014 • Select Income REIT • Real estate investment trusts • Massachusetts
This SECOND AMENDMENT TO 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 Select Income REIT, 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 GOVERNMENT PROPERTIES INCOME TRUST GOV MS REIT AND SELECT INCOME REIT DATED AS OF SEPTEMBER 14, 2018Merger Agreement • September 17th, 2018 • Select Income Reit • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 14, 2018 (this “Agreement”), is by and among GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (“Parent”), GOV MS REIT, a Maryland real estate investment trust and a wholly owned subsidiary of Parent (“Merger Sub”), and SELECT INCOME REIT, a Maryland real estate investment trust (the “Company”). Each of Parent, Merger Sub 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.
REGISTRATION AGREEMENT between SELECT INCOME REIT and COMMONWEALTH REIT March 25, 2013Registration Agreement • March 25th, 2013 • Select Income REIT • Real estate investment trusts • Massachusetts
This Registration Agreement (this “Agreement”) is made and entered into as of March 25, 2013 by and between Select Income REIT, a Maryland real estate investment trust (“SIR”), and Commonwealth REIT, a Maryland real estate investment trust (the “Shareholder”). Certain capitalized terms used but not otherwise defined in this Agreement have the respective meanings set forth in Section 4 below.
FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • May 12th, 2014 • Select Income REIT • Real estate investment trusts • 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 Select Income REIT, a Maryland real estate investment trust (the “Company”).
TRANSACTION AGREEMENT by and between COMMONWEALTH REIT and SELECT INCOME REITTransaction Agreement • March 12th, 2012 • Select Income REIT • Real estate investment trusts • Massachusetts
THIS TRANSACTION AGREEMENT made March 12, 2012, by and between COMMONWEALTH REIT, a Maryland real estate investment trust (“CWH”) and SELECT INCOME REIT (“SIR”), a Maryland real estate investment trust.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 5th, 2015 • Select Income REIT • Real estate investment trusts • 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 (“Seller”), 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 L. Jackson (“Jackson” and together with Seller, Lakewood Capital Management, Lakewood Capital Offshore, Lakewood Capital Advisors, Lakewood Capital GP, Bozza Holdings and Bozza, the “Lakewood Parties”), Government Properties Income Trust, a Maryland real estate investment trust (“Purchas
SHARES SELECT INCOME REIT COMMON SHARES OF BENEFICIAL INTEREST ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2012 • Select Income REIT • Real estate investment trusts • New York
SELECT INCOME REIT RESTRICTED SHARE AGREEMENTRestricted Share Agreement • November 2nd, 2012 • Select Income REIT • Real estate investment trusts • Massachusetts
This Restricted Share Agreement (this “Agreement”) is made as of «DATE», «YEAR», between «NAME» (the “Recipient”) and Select Income REIT (the “Company”).
24,918,421 SHARES SELECT INCOME REIT COMMON SHARES OF BENEFICIAL INTEREST ($.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2018 • Select Income Reit • Real estate investment trusts • New York
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and between SC MERGER SUB LLC, as Seller, and SENIOR HOUSING PROPERTIES TRUST, as Purchaser August 30, 2014Purchase and Sale Agreement • September 2nd, 2014 • Select Income REIT • Real estate investment trusts • Maryland
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS is made as of August 30, 2014, by and between SC MERGER SUB LLC, a Maryland limited liability company ("Seller"), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust ("Purchaser").
SUBSCRIPTION AGREEMENTSubscription Agreement • May 23rd, 2012 • Select Income REIT • Real estate investment trusts • Indiana
This Subscription Agreement (this “Agreement”) is made and entered into as of May 21, 2012, by and between Affiliates Insurance Company, an Indiana insurance corporation (the “Company”), and Select Income REIT, a Maryland real estate investment trust (“Purchaser”).
REGISTRATION AGREEMENT BY AND BETWEEN SELECT INCOME REIT AND GOVERNMENT PROPERTIES INCOME TRUST Dated as of September 14, 2018Registration Agreement • September 17th, 2018 • Select Income Reit • Real estate investment trusts • Maryland
This Registration Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of September 14, 2018, by and between Select Income REIT, a Maryland real estate investment trust (“SIR”), and Government Properties Income Trust, a Maryland real estate investment trust (including its successors and permitted assigns, “Shareholder”). SIR and Shareholder are each referred to as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • September 3rd, 2013 • Select Income REIT • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of August 27, 2013, by and among SELECT INCOME REIT, a real estate investment trust organized 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 (together with its successors and assigns, the “Administrative Agent”).
The RMR Group LLC Two Newton PlaceManagement Agreement • September 17th, 2018 • Select Income Reit • Real estate investment trusts
January 21, 2015Credit Agreement • January 27th, 2015 • Select Income REIT • Real estate investment trusts • New York
UBS Securities LLC Citigroup Global Markets Inc. RBC Capital Markets, LLC Together with the other Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLCUnderwriting Agreement • January 18th, 2018 • Select Income Reit • Real estate investment trusts
SECOND SUPPLEMENTAL INDENTURE BETWEEN SELECT INCOME REIT and as of MAY 15, 2017 SUPPLEMENTAL TO THE INDENTURE DATED AS OF FEBRUARY 3, 2015 SELECT INCOME REITSupplemental Indenture • July 25th, 2017 • Select Income Reit • Real estate investment trusts • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) made and entered into as of May 15, 2017 between SELECT INCOME REIT, a Maryland real estate investment trust (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
