Exhibit 4.1


 


Supplemental
Indenture


 


This
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 13, 2020, among SVC
Jersey City TRS LLC, SVC Morris Plains TRS LLC, SVC Nanuet TRS LLC, SVC NJ TRS LLC, SVC Randolph Street TRS LLC and SVC Redondo
Beach TRS LLC, each a limited liability company formed and existing under the laws of the State of Maryland (together, the “Additional
Subsidiary Guarantors”), each a subsidiary of Service Properties Trust, a real estate investment trust organized and
existing under the laws of the State of Maryland (the “Company”), the Company and U.S. Bank National Association,
a national banking organization organized and existing under the laws of the United States (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company
(then known as Hospitality Properties Trust) and the Trustee are parties to an Indenture (the “Base Indenture”),
dated as of February 3, 2016 (as supplemented by that certain Ninth Supplemental Indenture (the “Ninth Supplemental
Indenture”), dated as of June 17, 2020, among the Company, the Initial Subsidiary Guarantors party thereto and the
Trustee, providing for the issuance of the Company’s 7.50% Senior Notes due 2025 (the “Notes”), as supplemented
by that certain Supplemental Indenture, dated as of July 15, 2020, among the Company, the Subsidiary Guarantors party thereto
and the Trustee, and that certain Supplemental Indenture, dated as of October 9, 2020, among the Company, the Subsidiary Guarantors
party thereto and the Trustee, and as from time to time hereafter further amended, supplemented or otherwise modified so far as
it applies to the Notes, the “Indenture”);


 


WHEREAS, the Indenture
provides that under certain circumstances the Additional Subsidiary Guarantors shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Additional Subsidiary Guarantors will fully and unconditionally guarantee the Notes, jointly and
severally with all of the other Subsidiary Guarantors, on the terms and conditions set forth herein;


 


WHEREAS, all acts and
requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company, each Additional
Subsidiary Guarantor and the Trustee have been done; and


 


WHEREAS, pursuant to
Section 901 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Additional
Subsidiary Guarantors and the Trustee mutually covenant and agree as follows:


 


1.            Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture.


 


2.            Agreement
to Guarantee. Each Additional Subsidiary Guarantor hereby agrees that its obligations to the
Holders and the Trustee pursuant to the Subsidiary Guarantee shall be as expressly set forth in Article 6 of the Ninth Supplemental
Indenture and in such other provisions of the Indenture as are applicable to the Subsidiary Guarantors (including, without limitation,
Article 3 of the Ninth Supplemental Indenture), and reference is made to the Indenture for the precise terms of this Supplemental
Indenture. The terms of Article 6 of the Ninth Supplemental Indenture and such other provisions of the Indenture (including,
without limitation, Article 3 of the Ninth Supplemental Indenture) as are applicable to the Subsidiary Guarantors are incorporated
herein by reference.


 






     


     


    

 


3.            THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


4.            Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement.


 


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


 


6.            The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Additional Subsidiary Guarantors and the Company.


 


[Remainder of page intentionally left
blank.]


 




    2


     


    


 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	COMPANY:
	 	 
	 	SERVICE PROPERTIES TRUST
	 	 
	 	 
	 	By:	 /s/ Brian E. Donley
	 	 	Name: Brian E. Donley
	 	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	 
	 	ADDITIONAL SUBSIDIARY GUARANTORS:
	 	 
	 	SVC JERSEY CITY TRS LLC
	 	SVC MORRIS PLAINS TRS LLC
	 	SVC NANUET TRS LLC
	 	SVC NJ TRS LLC
	 	SVC RANDOLPH STREET TRS LLC
	 	SVC REDONDO BEACH TRS LLC
	 	 
	 	 
	 	By:	 /s/ Brian E. Donley
	 	 	Name: Brian E. Donley
	 	 	Title: Chief Financial Officer and Treasurer










 


[Signature
Page: Supplemental Indenture for 7.50% Senior Notes due 2025 (November 2020)]


 






    


     


    


 


	 	TRUSTEE:
	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION,
    as Trustee
	 	 
	 	 
	 	By:	/s/
    David W. Doucette
	 	 	Name: David W. Doucette
	 	 	Title: Vice President




 


[Signature
Page: Supplemental Indenture for 7.50% Senior Notes due 2025 (November 2020)]