Exhibit 4.2


 



 



 



FIFTH SUPPLEMENTAL INDENTURE


 


between


 


OFFICE PROPERTIES INCOME TRUST


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


 


Dated as of September 28, 2021


 


SUPPLEMENTAL TO THE INDENTURE DATED AS OF JULY
20, 2017


 





 



 


OFFICE PROPERTIES INCOME TRUST


 


3.450% Senior Notes due 2031


 


 



 





 





 





    


     


    

 


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”).


 


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 3.450% Senior Notes
due 2031, 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


 






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(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;


 


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 (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.


 






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“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 September 28, 2021.


 


“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.


 


“Make-Whole Amount”
means the excess, if any, of (i) the aggregate present value as of the date of redemption of each dollar of principal being redeemed
and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar
if such redemption had been made on July 15, 2031, determined by discounting, on a semi-annual basis, such principal and interest
at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of redemption is given) from the date on
which such principal and interest would have been payable if such redemption had been made on July 15, 2031 over (ii) the aggregate
principal amount of the notes being redeemed. In the case of any redemption of the notes on or after July 15, 2031, the Make-Whole
Amount will equal zero. The Make-Whole Amount shall be calculated by the Company and set forth in an Officer’s Certificate delivered
to the Trustee, and the Trustee shall be entitled to rely on said Officer’s Certificate.


 






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“Notes”
means the Company’s 3.450% Senior Notes due 2031, 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.


 


“Reinvestment Rate”
means a rate per annum equal to the sum of 0.350% (thirty five one hundredths of one percent), plus the yield on treasury securities at
constant maturity under the heading “Week Ending” published in the Statistical Release under the caption “Treasury Constant
Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the notes (which
shall be deemed to be July 15, 2031) as of the payment date of the principal being redeemed. If no maturity exactly corresponds to
such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount shall be used.


 


“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.


 


“Statistical Release”
means the statistical release designated “H.15” or any successor publication which is published daily by the Federal Reserve
System and which establishes yields on actively traded United States government securities adjusted to constant maturities or, if such
statistical release (or any successor publication) is not published at the time of any determination under the Indenture, then any publicly
available source of similar market data used for this purpose in accordance with customary market practice which shall be designated by
the Company.


 


“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 (iii) 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%.


 






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“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 “3.450% Senior Notes due 2031.”


 


(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 $400,000,000,
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.


 






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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.


 


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.


 


(e)            Interest
and Interest Rate. The Notes will bear interest at a rate of 3.450% per annum, from September 28, 2021 (or, in the case of Notes
issued after September 28, 2021, 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 semi-annually in arrears on April 15
and October 15 of each year, commencing April 15, 2022 (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 April 1 or October 1
(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 October 15, 2031; 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.


 






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(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 prior to
their maturity 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 the sum of (i) the
principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable Redemption
Date and (ii) the Make-Whole Amount, if any (it being understood that if the Notes are redeemed on or after July 15, 2031,
the Make-Whole Amount equals zero).


 


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,
email: cbilotto@rmrgroup.com, Attention: President; notices to the Trustee shall be directed to it at One Federal Street, 3rd Floor,
Boston, Massachusetts 02110, email: david.doucette@usbank.com, Attention: Corporate Trust Department, Re: Office Properties Income Trust
3.450% Senior Notes due 2031, 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; and the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery.


 


(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.


 






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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)          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.


 


(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;


 



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(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.


 


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:


 






    	 	 10	 



     


    

 


““Supplemental
Indenture” means the Fifth Supplemental Indenture to this Indenture, dated as of September 28, 2021, 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”


 


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:


 






    	 	 11	 



     


    

 


“(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.


 






    	 	 12	 



     


    

 


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]


 






    	 	 13	 



     


    

 







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: David W. Doucette
	 	 	Title: Vice President




 


[Signature Page: Fifth Supplemental Indenture]


 






     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Form of Face of Security]


 


[Insert Applicable Legends]


 


OFFICE PROPERTIES INCOME TRUST


 


3.450%
Senior Notes due 2031


 


	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 October 15,
2031, 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, semi-annually on April 15 and October 15 in each year, commencing April 15, 2022 at the rate of 3.450%
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 April 1
or October 1 (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.


 





	 	OFFICE PROPERTIES INCOME TRUST
	Dated:	 
	 	 
	 	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 Fifth Supplemental Indenture, dated as of September 28, 2021 (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 prior to their maturity 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 the sum of (i) the principal amount
of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable Redemption Date and (ii) the
Make-Whole Amount, if any (it being understood that if the Notes are redeemed on or after July 15, 2031, the Make-Whole Amount equals
zero).


 


As used herein, the term “Make-Whole
Amount” means the excess, if any, of (i) the aggregate present value as of the date of redemption of each dollar of principal
being redeemed and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect
of such dollar if such redemption had been made on July 15, 2031, determined by discounting, on a semi-annual basis, such principal
and interest at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of redemption is given) from
the date on which such principal and interest would have been payable if such redemption had been made on July 15, 2031 over (ii) the
aggregate principal amount of the notes being redeemed. In the case of any redemption of the notes on or after July 15, 2031, the
Make-Whole Amount will equal zero. The Make-Whole Amount shall be calculated by the Company and set forth in an Officer’s Certificate
delivered to the Trustee, and the Trustee shall be entitled to rely on said Officer’s Certificate.


 


As used herein, the term “Reinvestment
Rate” means a rate per annum equal to the sum of 0.350% (thirty five one hundredths of one percent), plus the yield on treasury
securities at constant maturity under the heading “Week Ending” published in the Statistical Release under the caption “Treasury
Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the notes
(which shall be deemed to be July 15, 2031) as of the payment date of the principal being redeemed. If no maturity exactly corresponds
to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to
the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For purposes of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.


 


As used herein, the term “Statistical
Release” means the statistical release designated “H.15” or any successor publication which is published daily by
the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities
or, if such statistical release (or any successor publication) is not published at the time of any determination under the Indenture,
then any publicly available source of similar market data used for this purpose in accordance with customary market practice which shall
be designated by the Company.


 


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.


 






    A-3 


     


    

 


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.


 


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 $2,000 and integral multiples of $1,000 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	 	 	 	Under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	 	 	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