January 21, 2015

Exhibit 10.1

January 21, 2015

Xxxxx Fargo Bank, National
Association, as Administrative Agent

000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx

Xxxxxxxxx, Xxxxx Xxxxxxxx  00000

Attention: D. Xxxxx Xxxxxxx

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of January 9, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Select Income REIT (the “Borrower”), the financial institutions party thereto as “Lenders”, Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and the other parties thereto.  Capitalized terms used herein but not otherwise defined herein have the respective meanings given them in the Credit Agreement.

Pursuant to Section 12.6 of the Credit Agreement, the Borrower requests that the Requisite Lenders agree as follows:

(a)           Notwithstanding the definition of Total Asset Value set forth in the Credit Agreement, for purposes of determining Total Asset Value at any time, (i) the Borrower may, in addition to the Properties currently referred to in clause (b) of such definition, include the purchase price paid for any Property acquired during the period following the end of the fiscal quarter most recently ended through the time of such determination (less any such amounts paid during such period as a purchase price adjustment or held in escrow at the time of such determination, retained as a contingency reserve at the time of such determination, or subject to other similar arrangements at the time of such determination) and (ii) for purposes of clause (c) of such definition, the amount of Marketable Securities, cash, and cash equivalents shall be calculated as of such date of determination rather than as of the end of the fiscal quarter most recently ended; and

(b)           Notwithstanding the definition of Unencumbered Asset Value set forth in the Credit Agreement, for purposes of determining Unencumbered Asset Value at any time, the Borrower may, in addition to the Unencumbered Net Operating Income currently referred to in clause (a)(i) of such definition, include the Unencumbered Net Operating Income of any Unencumbered Asset acquired during the period following the end of the fiscal quarter most recently ended through such time of determination on a pro forma basis reasonably acceptable to the Administrative Agent.

Each Lender consenting to the terms of this letter agreement should evidence its agreement to the terms of this letter agreement by executing a copy of this letter agreement in the space provided below and delivering a copy of such executed letter agreement to the Administrative Agent.  This letter agreement shall become effective on and as of the date on which the Administrative Agent shall have received counterparts of this letter agreement duly executed by the Borrower and the Requisite Lenders.

This letter agreement may be executed in counterparts and shall be governed by, and construed in accordance with, the laws of the State of New York.

		Sincerely,
		SELECT INCOME REIT
		By:	/s/ Xxxx X. Xxxxx
			Name:  Xxxx X. Xxxxx
			Title:    Treasurer
[Acknowledgment on Following Page]
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Xxxxx Fargo Bank, N.A.
By:	/s/ D. Xxxxx Xxxxxxx
	Name:  D. Xxxxx Xxxxxxx
	Title:   Director
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Bank of America, N.A.
By:	/s/ Xxxxxx Xxxxx
	Name:  Xxxxxx Xxxxx
	Title:   Vice President
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Citibank, N.A.
By:	/s/ Xxxxxxx Xxxxxxx
	Name:  Xxxxxxx Xxxxxxx
	Title:   Vice President
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Royal Bank of Canada
By:	/s/ Xxx XxXxxx
	Name:  Xxx XxXxxx
	Title:   Authorized Signatory
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Mizuho Bank, Ltd.
By:	/s/ Xxxx Xxxxxxx
	Name:  Xxxx Xxxxxxx
	Title:   Authorized Signatory
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Compass Bank
By:	/s/ Xxxxx X. XxXxx
	Name:  Xxxxx X. XxXxx
	Title:   Senior Vice President
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Xxxxxx Xxxxxxx Bank, N.A.
By:	/s/ Xxxx Xxxxxxx
	Name:  Xxxx Xxxxxxx
	Title:   Authorized Signatory
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
UBS AG, Stamford Branch
By:	/s/ Xxxxxxx Xxxxx
	Name:  Xxxxxxx Xxxxx
	Title:   Director
	Banking Products Services, US
By:	/s/ Xxxxx Xxxxxxx
	Name:  Xxxxx Xxxxxxx
	Title:   Associate Director
	Banking Products Services, US
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Regions Bank
By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:  Xxxxxxx X. Xxxxxxx
	Title:   Director
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
Fifth Third Bank, an Ohio Banking Corporation
By:	/s/ Xxxxx Xxxxxx
	Name:  Xxxxx Xxxxxx
	Title:   Vice President
[Signature page to Letter Agreement]

Acknowledged and agreed as of the date first written above:
First Tennessee Bank N.A.
By:	/s/ Xxxx X. Xxxxxxx
	Name:  Xxxx X. Xxxxxxx
	Title:   Senior Vice President

[Signature page to Letter Agreement]