Exhibit 4.2


 





 



 


SECOND SUPPLEMENTAL INDENTURE


 


between


 


OFFICE PROPERTIES INCOME TRUST


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


 


Dated as of June 23, 2020


 


SUPPLEMENTAL TO THE INDENTURE DATED AS OF
JULY 20, 2017


 





 



 


OFFICE PROPERTIES INCOME TRUST


 


6.375% Senior Notes due 2050


 





 



 





 



 











    


     


    

 


This SECOND SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of June 23, 2020 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”).


 


RECITALS OF THE COMPANY


 


The Company (then known
as Government Properties Income Trust) and the Trustee are parties to an Indenture, dated as of July 20, 2017 (as from time to
time hereafter amended, supplemented or otherwise modified in so far as it applies to the Notes (as defined herein), the “Base
Indenture” and, together with this Supplemental Indenture, as amended, supplemented or otherwise modified from time to
time, the “Indenture”) to provide for the future issuance of the Company’s senior unsecured debentures,
notes or other evidences of indebtedness (the “Securities”), to be issued from time to time in one or more series;
and


 


Pursuant to the terms
of the Base Indenture, the Company desires to provide for the establishment of a series of its Securities, to be known as its 6.375%
Senior Notes due 2050, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth
as provided in the Indenture;


 


NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:


 


ARTICLE
1


 


DEFINED TERMS


 


Section
1.1            Terms Defined
in Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Base Indenture.


 


Section
1.2           Supplemental
Definitions. The following definitions supplement, and, to the extent inconsistent with, replace the definitions in Section 101
of the Base Indenture:


 


“Acquired
Debt” means Debt of a Person: (i) existing at the time such Person becomes a Subsidiary; or (ii) assumed in connection
with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation
of, such Person becoming a Subsidiary or such acquisition. Acquired Debt is deemed to be incurred on the date of the related acquisition
of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Adjusted
Total Assets” has the meaning provided in clause (i) of Section 3.1(a) of this Supplemental Indenture.


 


“Annual Debt
Service” as of any date means the maximum amount which is expensed in any 12-month period for interest on Debt of the
Company and its Subsidiaries, excluding amortization of debt discounts and deferred financing costs.


 






    


     


    

 


“Business
Day” means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York or
in the city in which the Corporate Trust Office is located are required or authorized to close.


 


“Capital Stock”
means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participation or other ownership
interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for capital
stock), warrants or options to purchase any thereof.


 


“Cash Equivalents”
means demand deposits, certificates of deposit or repurchase agreements with banks or other financial institutions, marketable
obligations issued or directly and fully guaranteed as to timely payment by the United States of America or any of its agencies
or instrumentalities, or any commercial paper or other obligation rated, at time of purchase, “P-2” (or its equivalent)
or better by Moody’s Investors Service, Inc. (or any successor thereof) or “A-2” (or its equivalent) or better
by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (or any successor
thereof).


 


“Consolidated
Income Available for Debt Service” for any period means Earnings from Operations of the Company and its Subsidiaries
plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (i) interest
on Debt of the Company and its Subsidiaries; (ii) provision for taxes of the Company and its Subsidiaries based on income; (iii)
amortization of debt premium/discount and deferred debt issuance costs; (iv) provisions for gains and losses on properties and
property depreciation and amortization; (v) the effect of any noncash charge resulting from a change in accounting principles in
determining Earnings from Operations for such period; and (vi) amortization of deferred charges.


 


“Debt”
of the Company or any Subsidiary means, without duplication, any indebtedness of the Company or any Subsidiary, whether or not
contingent, in respect of:


 


(i)            
borrowed money or evidenced by bonds, notes, debentures or similar instruments;


 


(ii)           
borrowed money secured by any Encumbrance existing on property owned by the Company or any Subsidiary, to the extent
of the lesser of (x) the amount of indebtedness so secured and (y) the fair market value of the property subject to such Encumbrance;


 


(iii)          
the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued
(other than letters of credit issued to provide credit enhancement or support with respect to other indebtedness of the Company
or any Subsidiary otherwise reflected as Debt hereunder) or amounts representing the balance deferred and unpaid of the purchase
price of any property or services, except any such balance that constitutes an accrued expense or trade payable, or all conditional
sale obligations or obligations under any title retention agreement;


 


(iv)          
the principal amount of all obligations of the Company or any Subsidiary with respect to redemption, repayment or
other repurchase of any Disqualified Stock; or


 


(v)           
 any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s consolidated
balance sheet as a capitalized lease in accordance with GAAP;


 






    2


     


    

 


to the extent, in the
case of items of indebtedness under (i) through (v) above, that any such items (other than letters of credit) would be properly
classified as a liability on the Company’s consolidated balance sheet in accordance with GAAP. Debt also (1) excludes any
indebtedness (A) with respect to which a defeasance or covenant defeasance or discharge has been effected (or an irrevocable deposit
is made with a trustee in an amount at least equal to the outstanding principal amount of such indebtedness, the remaining scheduled
payments of interest thereon to, but not including, the applicable maturity date or redemption date, and any premium or otherwise
as provided in the terms of such indebtedness) in accordance with the terms thereof or which has been repurchased, retired, repaid,
redeemed, irrevocably called for redemption (and an irrevocable deposit is made with a trustee in an amount at least equal to the
outstanding principal amount of such indebtedness, the remaining scheduled payments of interest thereon to, but not including,
such redemption date, and any premium) or otherwise satisfied or (B) that is secured by cash or Cash Equivalents irrevocably deposited
with a trustee in an amount, in the case of this clause (B), at least equal to the outstanding principal amount of such indebtedness
and the remaining scheduled payments of interest thereon and (2) includes, to the extent not otherwise included, any obligation
by the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection
in the ordinary course of business), Debt of another Person (other than the Company or any Subsidiary) (it being understood that
Debt shall be deemed to be incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof).


 


“Depositary”
has the meaning provided in Section 2.1(d) of this Supplemental Indenture.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or
by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of
any event or otherwise: (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than
Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt);
(ii) is convertible into or exchangeable or exercisable for Debt (other than Subordinated Debt or Disqualified Stock); or (iii)
is redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in
exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt), in each case on or prior to the Stated Maturity
of the principal of the Notes.


 


“Earnings
from Operations” for any period means (i) net earnings, excluding (1) gains and losses on sales of investments, (2) extraordinary
items, (3) gains and losses on early extinguishment of debt, (4) property valuation losses and (5) equity in the earnings and losses
of Equity Method Investments, plus (ii) to the extent not included in net earnings, cash distributions received by the Company
or its Subsidiaries from Equity Method Investments, in each case as reflected in the financial statements of the Company and its
Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.


 


“Encumbrance”
means any mortgage, lien, charge, pledge or security interest or other encumbrance.


 






    3


     


    

 


“Equity Method
Investments” means equity securities that at the time of determination: (i) are part of a class of equity securities
that is traded on a national or regional securities exchange or a recognized over-the-counter market; (ii) issued by an entity
(a) to which the Company’s manager at such time or an Affiliate of the Company’s manager at such time provides management
services, (b) that operates in a manner intended to qualify such entity for taxation as a “real estate investment trust”
under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended, and (c) that is not a consolidated Subsidiary of the
Company; and (iii) are or in any prior period were accounted for in the consolidated financial statements of the Company using
the equity method of accounting.


 


“Fair Value”
means, for an Equity Method Investment, the lower of: (i) the original cost of such investment; or (ii) last reported sale price
on the exchange or market on which the class of equity securities of which the investment is a part is primarily traded at the
time of valuation.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board, or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which were in effect on the date of initial issuance of securities pursuant to the Base Indenture (i.e., July 20, 2017).


 


“Interest
Payment Date” with respect to the Notes has the meaning provided in Section 101 of the Base Indenture and Section 2.1(e)
of this Supplemental Indenture.


 


“Issue Date”
means June 23, 2020.


 


“Joint Venture
Interests” means assets of the Company and its Subsidiaries constituting an equity investment in real estate assets or
other properties, or in an entity holding real estate assets or other properties, jointly owned by the Company and its Subsidiaries,
on the one hand, and one or more other Persons not constituting Affiliates of the Company, on the other, excluding any entity or
properties (i) which is a Subsidiary or are properties if the co-ownership thereof (if in a separate entity) would constitute or
would have constituted a Subsidiary, or (ii) to which, at the time of determination, the Company’s manager at such time or
an Affiliate of the Company’s manager at such time provides management services. In no event shall Joint Venture Interests
include equity securities that are part of a class of equity securities that are traded on a national or regional securities exchange
or a recognized over-the-counter market or any investments in debt securities, mortgages or other Debt or Equity Method Investments.


 


“Notes”
means the Company’s 6.375% Senior Notes due 2050, issued under the Indenture, as amended
or supplemented from time to time.


 


“Regular Record
Date” with respect to the Notes has the meaning provided in Section 101 of the Base Indenture and Section 2.1(e)
of this Supplemental Indenture.


 


“Secured Debt”
means Debt secured by an Encumbrance on the property of the Company or its Subsidiaries.


 


“Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the meaning of Regulation S-X
promulgated by the Commission under the Securities Act) of the Company.


 






    4


     


    

 


“Subordinated
Debt” means Debt which by the terms of such Debt is subordinated in right of payment to the principal of and interest
and premium, if any, on the Notes.


 


“Subsidiary”
means any corporation or other Person of which a majority of (1) the voting power of the voting equity securities or (2) the outstanding
equity interests of which are owned, directly or indirectly, by the Company or one or more other Subsidiaries of the Company, and
which is required to be consolidated in accordance with GAAP. For the purposes of this definition, “voting equity securities”
means equity securities having voting power for the election of directors or persons serving comparable functions as directors,
whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.


 


“Total Assets”
as of any date means the sum of (i) the Undepreciated Real Estate Assets; (ii) the Fair Value of all Equity Method Investments
of the Company and its Subsidiaries; and (ii) all other assets of the Company and its Subsidiaries on such date determined in accordance
with GAAP (but excluding accounts receivable and intangibles); provided that the portion of Total Assets attributable to
Equity Method Investments of the Company and its Subsidiaries may not exceed 35%.


 


“Total Unencumbered
Assets” as of any date means the sum of (i) those Undepreciated Real Estate Assets not securing any portion of Secured
Debt; (ii) the Fair Value of all Equity Method Investments of the Company and its Subsidiaries not securing any portion of Secured
Debt; and (iii) all other assets of the Company and its Subsidiaries not securing any portion of Secured Debt on such date determined
in accordance with GAAP (but excluding accounts receivable and intangibles); provided that, in determining Total Unencumbered
Assets as a percentage of the aggregate outstanding principal amount of Unsecured Debt of the Company and its Subsidiaries on a
consolidated basis for purposes of the covenant set forth in Section 3.1(b) of this Supplemental Indenture, Joint Venture
Interests shall be excluded from Total Unencumbered Assets to the extent such Joint Venture Interests would otherwise be included
therein; and provided further that the portion of Total Unencumbered Assets attributable to Equity Method Investments of
the Company and its Subsidiaries may not exceed 35%.


 


“Undepreciated
Real Estate Assets” as of any date means the cost (original cost plus capital improvements) of real estate assets of
the Company and its Subsidiaries on such date, before depreciation and amortization determined on a consolidated basis in accordance
with GAAP.


 


“Unsecured
Debt” means any Debt of the Company or its Subsidiaries which is not Secured Debt.


 


ARTICLE
2


 


TERMS OF THE NOTES


 


Section
2.1             Terms of the
Notes. Pursuant to Section 301 of the Base Indenture, the Notes shall have the following terms and conditions:


 


(a)          
Title. The Notes shall be in registered form under the Indenture and shall be known as the Company’s
 “6.375% Senior Notes due 2050.”


 






    5


     


    

 


(b)           Aggregate
Principal Amount. Except (i) as provided in this Section and (ii) for Notes authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906
or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base
Indenture, are deemed never to have been authenticated and delivered hereunder, the Notes will be limited to an aggregate
principal amount of $150,000,000, plus up to an additional $22,500,000 aggregate principal amount of Notes issuable pursuant
to an option granted by the Company to the underwriters of the Notes to cover overallotments, if any, subject to the right of
the Company to reopen such series for issuances of additional Notes having the same terms and conditions as the Notes issued
on the Issue Date except for issue date, issue price and, if applicable, the first Interest Payment Date thereon and related
interest accrual date.


 


(c)          
Form of Notes. The Notes (together with the Trustee’s certificate of authentication) shall be substantially
in the form of Exhibit A hereto, which is hereby incorporated in and made a part of this Supplemental Indenture.


 


(d)          
Registered Securities in Book Entry Form. The Notes shall be initially issued in the form of one or more registered
Global Securities without coupons (each, a “Global Note”) and shall be deposited with, or on behalf of, The
Depository Trust Company (“DTC” and, together with any successor depositary with respect to the Global Notes
appointed under the Indenture, the “Depositary”) and registered in the name of DTC’s nominee, Cede &
Co. Unless and until it is exchanged in whole or in part for the individual Notes represented thereby under the circumstances described
below, a Global Note may not be transferred except as a whole by a Depositary to its nominee, by a nominee of a Depositary to such
Depositary or another nominee of such Depositary, or by a Depositary or its nominee to a successor Depositary or a nominee of such
successor.


 


So long as a Depositary
or its nominee is the Holder of a Global Note, such Depositary or its nominee, as the case may be, will be considered the sole
owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Except as provided below, owners
of a beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented
by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in
definitive form and will not be considered the owners or Holders thereof under the Indenture for any purpose, including with respect
to giving of any direction, instructions or approvals to the Trustee hereunder.


 


A Global Note may be
exchanged in whole or in part for individual Notes represented thereby only if (i) the Depositary (A) has notified the Company
that it is unwilling or unable to continue as a depositary for such Global Note or (B) has ceased to be a clearing agency registered
under the Exchange Act, and in either case a successor depositary shall not have been appointed by the Company within ninety (90)
days after such notice is received by the Company or the Company becomes aware of such cessation, respectively, or (ii) there shall
have occurred and be continuing an Event of Default with respect to such Global Note and the Security Registrar has received a
written request from an owner of beneficial interest in such Global Note to receive registered Notes. In any such case, the Company
will issue individual Notes in exchange for such Global Note representing such Notes in authorized denominations.


 


Individual Notes so issued
will be issued in denominations of $25.00 and integral multiples thereof.


 


Notwithstanding any
provisions of Section 2.1(e) or Section 2.1(f) of this Supplemental Indenture to the contrary, payments of
principal, premium, if any, and interest on any Global Note shall be made in accordance with the procedures of the Depositary
and its participants in effect from time to time.






    6


     


    

 


(e)          
Interest and Interest Rate. The Notes will bear interest at a rate of 6.375% per annum, from June 23, 2020
(or, in the case of Notes issued after June 23, 2020, from the date designated by the Company in connection with such issuance),
or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, payable quarterly
in arrears on March 1, June 1, September 1 and December 1 of each year, commencing September 1, 2020 (each of which shall be an
 “Interest Payment Date”), or if such day is not a Business Day, on the next succeeding Business Day, to the
Persons in whose names the Notes are registered in the Security Register at the close of business on the Regular Record Date for
such interest, which shall be February 15, May 15, August 15 or November 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date (each, a “Regular Record Date”).


 


(f)           
Principal Repayment; Currency. The Stated Maturity of the principal of the Notes is June 23, 2050; provided,
however, the Notes may be earlier redeemed at the option of the Company as provided in Section 2.1(g) of this Supplemental
Indenture. The principal of each Note payable at its Maturity shall be paid against presentation and surrender thereof at the Corporate
Trust Office, 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 or private debts.


 


(g)          
Redemption at the Option of the Company. The Notes will be subject to redemption in whole at any time or in
part from time to time on or after June 23, 2025 at the option of the Company upon not less than fifteen (15) nor more than
sixty (60) days’ notice to each Holder of Notes to be redeemed at its address appearing in the Security Register, or, in
the case of any Global Note, in accordance with the procedures of the Depositary and its participants in effect from time to time,
at a Redemption Price equal to 100% of the outstanding principal amount of the Notes being redeemed, plus accrued and unpaid interest,
if any, to, but not including, the applicable Redemption Date. On or before 11:00 a.m. Eastern Time on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003 of the Base Indenture) an amount of money sufficient to pay the Redemption Price
of, and accrued and unpaid interest on, all the Notes which are to be redeemed on such Redemption Date. If the Company instructs
the Trustee in writing to send the notice of redemption in the name of and at the expense of the Company as provided in Section
1104 of the Base Indenture, the Company shall provide the Trustee with such written instruction at least five (5) Business Days
(or such shorter time as the Trustee may agree) prior to the date such notice of redemption is to be sent.


 


(h)          Notices.
Notices to the Company shall be directed to it at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts
02458-1634, fax number (617) 796-8349, Attention: President; notices to the Trustee shall be directed to it at One Federal
Street, 3rd Floor, Boston, Massachusetts 02110, fax number (617) 603-6683, email: david.doucette@usbank.com, Attention:
Corporate Trust Department, Re: Office Properties Income Trust 6.375% Senior Notes due 2050, or as to either party, at such
other address as shall be designated by such party in a written notice to the other party. All notices and communications
(other than those sent to Holders of the Notes) shall be deemed to have been duly given at the time delivered by hand, if
personally delivered; five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except
that a notice of change of address shall not be deemed to have been given until actually received by the addressee); when
receipt is acknowledged, if sent by e-mail or facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.


 






    7


     


    

 



 


(i)                
Legal Holidays. If any Interest Payment Date, Redemption Date or the Stated Maturity for the principal of
the Notes falls on a day that is not a Business Day, the payment otherwise payable on such day will be due and payable on the next
succeeding Business Day, and no interest will accrue thereon for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, through such next succeeding Business Day. The provisions of this Section 2.1(i)
shall supersede and replace Section 113 of the Base Indenture with respect to the Notes.


 


ARTICLE
3


 


ADDITIONAL COVENANTS


 


Section
3.1            Additional
Covenants of the Company. In addition to the covenants of the Company set forth in Article Eight and Article Ten of the Base
Indenture, the Holders of the Notes shall have the benefit of the following covenants:


 


(a)              
Limitations on Incurrence of Debt.


 


(i)                
The Company will not, and will not permit any Subsidiary to, incur any additional Debt if, immediately after giving
effect to the incurrence of such additional Debt and the application of the proceeds therefrom, the aggregate principal amount
of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater
than 60% of the sum of (without duplication):


 


(A)            
the Total Assets as of the end of the fiscal quarter covered by the Company’s Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted
or required under the Exchange Act, with the Trustee) (such quarter, the “Latest Completed Fiscal Quarter”)
prior to the incurrence of such additional Debt; and


 


(B)             
the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering
proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used
to reduce Debt), by the Company or any Subsidiary since the end of such Latest Completed Fiscal Quarter, including those proceeds
obtained in connection with the incurrence of such additional Debt.


 


For purposes of this Supplemental Indenture, the sum
of (A) and (B) above is the Company’s “Adjusted Total Assets.”


 


(ii)             
The Company will not, and will not permit any Subsidiary to, incur any additional Secured Debt if, immediately after
giving effect to the incurrence of such additional Secured Debt and the application of the proceeds therefrom, the aggregate principal
amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with
GAAP is greater than 40% of Adjusted Total Assets.


 






    8


     


    

 





(iii)           
 The Company will not, and will not permit any Subsidiary to, incur any additional Debt if, immediately after giving
effect to the incurrence of such additional Debt and on a pro forma basis, including the application of the proceeds therefrom,
the ratio of Consolidated Income Available for Debt Service to Annual Debt Service for the four consecutive fiscal quarters most
recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, and calculated on the
assumptions that:


 


(A)             
such Debt and any other Debt incurred by the Company and its Subsidiaries on a consolidated basis since the first
day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred
at the beginning of such period;


 


(B)             
the repayment, retirement or other discharge of any other Debt by the Company and its Subsidiaries on a consolidated
basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such
Debt during such period);


 


(C)             
in the case of Acquired Debt or Debt incurred in connection with or in contemplation of any acquisition, including
any Person becoming a Subsidiary, since the first day of such four-quarter period, the related acquisition had occurred as of the
first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation;
and


 


(D)              
in the case of any acquisition or disposition by the Company and its Subsidiaries on a consolidated basis of any
asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase
or sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with
the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.


 


If the Debt giving rise
to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period
bears interest at a floating interest rate, then, for purposes of calculating the Annual Debt Service, the interest rate on such
Debt will be computed on a pro forma basis as if the average interest rate which would have been in effect during the entirety
of such four-quarter period had been the applicable rate for the entirety of such period.


 


(b)              
Maintenance of Total Unencumbered Assets. The Company and its Subsidiaries will at all times maintain Total
Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and
its Subsidiaries on a consolidated basis in accordance with GAAP.


 






    9


     


    

 


ARTICLE
4



OTHER PROVISIONS


 


Section
4.1            Restatement
and Amendment of Certain Provisions of Section 101 of the Base Indenture. (a) The provisions of Section 101(a) of the
Base Indenture, as applied to the Notes, are restated in their entirety and shall be deemed to read as follows in lieu of the
provisions set forth therein:


 


“(a) the terms defined in
this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and the term “Notes”
has the meaning assigned to it in the Supplemental Indenture and includes the plural as well as the singular;”


 


(b) Section 101 of
the Base Indenture, as applied to the Notes, is further amended by adding the following defined term in its appropriate alphabetical
position:


 


““Supplemental
Indenture” means the Second Supplemental Indenture to this Indenture, dated as of June 23, 2020, by and between the Company
and the Trustee, as the same may be amended or supplemented from time to time.”


 


Section
4.2            Sinking Funds
not Applicable. Section 501(c) of the Base Indenture shall not be applicable to the Notes.


 


Section
4.3            Restatement
of Section 501(d) of the Base Indenture. The provisions of Section 501(d) of the Base Indenture, as applied to
the Notes, are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 


“(d)           a default in the performance
of, or breach of, any covenant of the Company in this Indenture (not including a covenant a default in whose performance or whose
breach is elsewhere in the Indenture specifically dealt with or which has been expressly included in this Indenture solely for
the benefit of a series of Securities other than that series), and continuance of such default or breach for a period of sixty
(60) days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of more than 25% in principal amount of the Outstanding Securities of that series, a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or”


 


Section
4.4            Restatement
of Section 501(e) of Base Indenture. The provisions of Section 501(e) of the Base Indenture, as applied to the
Notes, are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 


“(e)           the Company or one
of its Significant Subsidiaries, if any, pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary
case, (ii) consents to the entry of an order for relief against it in an involuntary case, or (iii) consents to the appointment
of a Custodian of it or for all or substantially all of the Company’s or such Significant Subsidiary’s property; or”


 


Section
4.5            Restatement
of Section 501(f) of Base Indenture. The provisions of Section 501(f) of the Base Indenture, as applied to the
Notes, are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 


“(f)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the
Company or one of its Significant Subsidiaries, if any, in an involuntary case, (ii) appoints a Custodian of the
Company, or such Significant Subsidiary, or for all or substantially all of the Company’s or such Significant
Subsidiary’s property, or (iii) orders the liquidation of the Company, or such Significant Subsidiary, and the
order or decree remains unstayed and in effect for ninety (90) days; or”


 






    10


     


    

 


Section
4.6            Additional
Events of Default. In accordance with Section 501(g) of the Base Indenture, the following shall also constitute an “Event
of Default” with respect to the Notes:


 


“(1)           a default under any
bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument of
the Company (including a default with respect to Securities issued under the Indenture other than the Notes) under which there
may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the
Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness
now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding
$25,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto
and shall have resulted in such indebtedness in an aggregate principal amount exceeding $25,000,000 becoming or being declared
due and payable prior to the date on which it would otherwise have become due and payable; provided, however, that if there is
no other senior unsecured indebtedness of the Company, the maturity of which would be accelerated by a default under any of the
Company’s indebtedness in an aggregate principal amount of $25,000,000 or less, the references to $25,000,000 in this clause
(c) shall be replaced by the lesser of the indebtedness cross-default amount contained in the Company’s then existing senior
unsecured credit facility or such other senior unsecured indebtedness, as long as such amount is greater than $25,000,000, not
to exceed $50,000,000. Such default shall not be an Event of Default if the indebtedness shall have been discharged, or such acceleration
shall have been rescinded or annulled, within a period of ten (10) days after there shall have been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of more than 25% in aggregate principal amount
of the Outstanding Notes a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged
or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under
the Indenture;”


 


Section
4.7            Amounts due
on Acceleration. Notwithstanding any provisions to the contrary in the Base Indenture, upon any acceleration of the Notes under Section 502 of
the Base Indenture, the amount immediately due and payable in respect of the Notes shall equal the outstanding principal amount
thereof, plus accrued and unpaid interest thereon.


 


Section
4.8            Applicability
of Satisfaction and Discharge. Article Four of the Base Indenture applies to the Notes, except for the proviso at the end of
Section 401(a).


 


Section
4.9            Applicability
of Defeasance and Covenant Defeasance. Article Thirteen of the Base Indenture applies to the Notes, except for the proviso
in the first sentence of Section 1304(a).


 


ARTICLE
5



EFFECTIVENESS


 


This Supplemental
Indenture shall be effective for all purposes as of the date and time this Supplemental Indenture has been executed and
delivered by the Company and the Trustee in accordance with Article Nine of the Base Indenture. As supplemented hereby, the
Base Indenture is hereby confirmed as being in full force and effect.


 






    11


     


    

 


ARTICLE
6



MISCELLANEOUS


 


Section
6.1            Separability.
In the event any provision of this Supplemental Indenture shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision hereof or any provision of the Indenture.


 


Section
6.2            Construction
of Terms. To the extent that any terms of this Supplemental Indenture or the Notes are inconsistent with the terms of the Base
Indenture, the terms of this Supplemental Indenture or the Notes shall govern and supersede such inconsistent terms.


 


Section
6.3            Effect of
Headings. The section headings herein are for convenience only and shall not affect the construction hereof.


 


Section
6.4            Governing
Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


Section
6.5            Counterparts and Electronic Signatures.
This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument. The words “execution,” “signed,”
 “signature,” and words of like import in this Supplemental Indenture or in any other certificate, agreement or
document related to this Supplemental Indenture or the Notes shall include images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or
 “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of
electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform
Electronic Transactions Act or the Uniform Commercial Code. The Company agrees to assume all risks arising out of the use of
using digital signatures and electronic methods to submit communications to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


[Signature Page Follows]





 



    12


     


    





 


IN WITNESS WHEREOF,
the Company and the Trustee have caused this Supplemental Indenture to be executed as an instrument under seal in their respective
corporate names as of the date first above written.


 


	 	OFFICE PROPERTIES INCOME TRUST
	 	 
	 	By:	             



	 	 	Name:	 Matthew C. Brown
	 	 	Title:	 Chief Financial Officer and Treasurer



 


	 	U.S. BANK
    NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	                       
	 	 	Name:
	 	 	Title:




 


[Signature Page: Second
Supplemental Indenture]


 






     


     


    

 





EXHIBIT A


 


FORM OF NOTE


 


[Form of Face of Security]


 


[Insert Applicable Legends]


 


OFFICE PROPERTIES INCOME TRUST


 


6.375%
Senior Notes due 2050


 


	No. ____	$ ___________




 


Office Properties Income
Trust (formerly known as Government Properties Income Trust), a real estate investment trust duly organized and existing under
the laws of Maryland (the “Company”, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to _____________________________, or registered assigns, the principal
sum of ___________________ Dollars ($_____________) [(as the same may be revised from time to time on the Schedule of Exchanges
of Interests in the Global Security attached hereto)] on June 23, 2050, and to pay interest thereon from               , 20    
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 1, June
1, September 1 and December 1 in each year, commencing September 1, 2020 at the rate of 6.375%
per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which
shall be February 15, May 15, August 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) 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, notice whereof shall be given to Holders of Securities of this series not less than ten (10) days prior to
such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.


 


Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained
for that purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts or, in the case of any Note that is a Global Security, in accordance with the procedures of The Depository
Trust Company (“DTC”), or any successor depositary with respect to the Global Notes appointed under the Indenture,
the “Depositary”), and its participants in effect from time to time; provided, however, that at
the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.


 


Reference is hereby
made to the further provisions of this Security 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 referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


THE AMENDED AND RESTATED
DECLARATION OF TRUST ESTABLISHING OFFICE PROPERTIES INCOME TRUST, DATED JUNE 8, 2009, AS AMENDED, AS FILED WITH THE STATE DEPARTMENT
OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF OFFICE PROPERTIES
INCOME TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, OFFICE PROPERTIES
INCOME TRUST. ALL PERSONS DEALING WITH OFFICE PROPERTIES INCOME TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF OFFICE PROPERTIES
INCOME TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


 






    A-1


     


    

 





IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.


 


	Dated:	OFFICE PROPERTIES INCOME TRUST
	 	 
	 	By:	             
		 	Name:
		 	Title:



 


CERTIFICATE OF AUTHENTICATION


 


Dated:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	                 
		 	Name:
		 	Title:






 






    A-2


     


    

 


[Form of Reverse of Security]


 


1.       General.
This Security is one of a duly authorized issue of securities of the Company (the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of July 20, 2017 (the “Base Indenture”), between
the Company and U.S. Bank National Association (the “Trustee”, which term includes any successor trustee under
the Base Indenture), as supplemented by a Second Supplemental Indenture, dated as of June 23, 2020 (as amended, supplemented or
otherwise modified from time to time, the “Supplemental Indenture” and the Base Indenture, as supplemented by
such Supplemental Indenture, the “Indenture”), between the Company and the Trustee, and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof (such series, the “Notes”).


 


2.       Optional
Redemption. The Notes will be subject to redemption in whole at any time or in part from time to time on or after June
23, 2025 at the option of the Company upon not less than fifteen (15) nor more than sixty (60) days’ notice to each Holder
of Notes to be redeemed at its address appearing in the Security Register or, in the case of any Note that is a Global Security,
in accordance with the procedures of the Depositary and its participants in effect from time to time, at a Redemption Price equal
to 100% of the outstanding principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not
including, the applicable Redemption Date.


 


The Company shall not
be required to make sinking fund or redemption payments with respect to the Notes.


 


In the event of redemption
of this Security in part only, a new Note or Notes and of like tenor for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.


 


3.       Discharge
and Defeasance. The Indenture contains provisions for discharge or defeasance at any time of the entire indebtedness of this
Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


 


4.       Defaults
and Remedies. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes, plus
accrued and unpaid interest thereon, may be declared due and payable in the manner and with the effect provided in the Indenture.


 


5.       Actions
of Holders. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or this Security or for the appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes,
the Holders of not less than a majority in principal amount of the Notes at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


 






    A-3


     


    

 





6.       Payments
Not Impaired. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein prescribed.


 


7.       Denominations,
Transfer, Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Notes are issuable
only in registered form without coupons in denominations of $25.00 and integral multiples of $25.00 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount
of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


8.       Persons
Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.


 


9.       Defined
Terms. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 






    A-4


     


    

 



 


[ASSIGNMENT FORM]


 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


 


	TEN COM	--	as tenants in common	UNIF GIFT MIN ACT --                      Custodian                            
	TEN ENT	--	as tenants by the entireties	(Cust)                            (Minor)
	JT TEN	--	as joint tenants with right of survivorship

and not as tenants in common 	Under Uniform Gifts to Minors

                                                 Act                                 

		
	 	(State)



 


 


Additional abbreviations may also be used
though not in the above list.


 


______________________________________


 


FOR VALUE RECEIVED, the undersigned registered
Holder hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


 


	
         

         



 





 






PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
OF ASSIGNEE


 





 



the within security and all rights thereunder,
hereby irrevocably constituting and appointing


 


                                                                                                                                                                                                                                                  Attorney


to transfer said security on the books of
the Company with full power of substitution in the premises.


 


	Dated:                                                                                           	 	Signed:                                                                                                                               
	 	 	 
	 	 	Notice: The signature to this assignment
    must correspond with the name as it appears upon the face of the within security in every particular, without alteration or
    enlargement or any change whatever.
	 	 	 
	 	 	Signature Guarantee*:                                                                                                    
	 	 	 
	 	 	* Participant in a recognized Signature
    Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).




 






    A-5


     


    

 


[Include
this Schedule only for a Global Security]


 


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY


 


The initial principal
amount of this Global Security is $[●].


 


The following
exchanges, transfers or cancellations of this Global Security have been made:


 


	 	 	 	 	 	 	 	 	 
	Date of

 Exchange  	 	Amount of
 Decrease in
 Principal

Amount of this
 Global Security	 	Amount of
 Increase in
 Principal
 Amount of this

Global Security	 	Principal
 Amount of this
 Global
Security
 Following Such
 Decrease (or
 Increase)	 	Signature of
 Authorized
 Officer of
 Trustee 



 






    A-6