QuickLinks
 -- Click here to rapidly navigate through this document










































 
 

  Exhibit 10.3    
    


 
    LETTER AMENDMENT    
    

 






			
	CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street

New York, New York 10013	 	 UBS AG, STAMFORD BRANCH

677 Washington Boulevard

Stamford, CT 06901
	
JEFFERIES FINANCE LLC

520 Madison Avenue

New York, NY 10022	
 	
 UBS SECURITIES LLC

677 Washington Boulevard

Stamford, CT 06901
	
BANK OF AMERICA, N.A.

Corporate Debt Products—Real Estate

IL4-135-06-11

135 S. LaSalle Street

Chicago, Illinois 60603	
 	
MORGAN STANLEY BANK, N.A.

One Utah Center

201 South Main Street, 5th Floor

Salt Lake City, Utah 84111

    
	
ROYAL BANK OF CANADA

3 World Financial Center

200 Vesey Street, 12th Floor

New York, NY 10281	
 	
 




 


 






			
	Dated as of December 18, 2014
	
SELECT INCOME REIT

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458-2076

Attention: John C. Popeo

                   Chief Financial Officer	
 	
 




 

 Re: Select Income REIT $1,000,000,000 Senior Unsecured Bridge Loan  








Ladies and Gentlemen: 


        Reference
is made to that certain (a) Commitment Letter, dated as of August 30, 2014 (as amended to date, the "Commitment
Letter") between Citigroup Global Markets Inc. ("CGMI") on behalf of Citi, and UBS AG, Stamford Branch
("UBS Bank"; and individually and collectively with UBS Securities LLC ("UBS Securities"), as the
context may require, "UBS", and, together with CGMI, each in its capacity as a Commitment Party, the "Initial Commitment
Parties") and Select Income REIT (the "Borrower"), and (b) Joinder Agreement to Senior Unsecured Bridge Loan Commitment
Letter, dated as of September 9, 2014 (the "Joinder") among the Borrower, the Initial Commitment Parties, Bank of America, N.A.
("BofA"), Royal Bank of Canada ("RBC"), Jefferies Finance LLC
("Jefferies") and Morgan Stanley Bank, N.A. ("MS", together with BofA, RBC and Jefferies, the
"Additional Commitment Parties" and, together with the Initial Commitment Parties, the "Commitment
Parties"). Capitalized terms not otherwise defined in this letter amendment (this "Amendment") shall have their respective
meanings set forth in the Commitment Letter. 








        It
is hereby agreed by you and us as follows: 


        1.     Amendments.





	(a)
	Section 1(c)(i)
of the Commitment Letter is hereby amended by adding the phrase "(if any)" immediately after the term "Guarantors".



	(b)
	Clause (ii)
of the first sentence of the penultimate paragraph of Section 1 of the Commitment Letter and the last sentence of the penultimate
paragraph of Section 1 of the Commitment Letter are hereby amended and restated in their entirety as follows: 







"(ii)
the terms of the Operative Documents shall be in a form such that they do not impair availability of the Facility on the Closing Date if the conditions expressly set forth in Section 1(c)
of this Commitment Letter and the conditions contained in the section entitled "Conditions Precedent to Funding" in Annex I are satisfied (it being acknowledged that delivery of guaranties (if
any) to be provided by the Target and any subsidiary of the Target that is required to become a Guarantor shall be effected on the Closing Date substantially simultaneously with the consummation of
the Acquisition). For purposes hereof, "Specified Representations" means the representations and warranties made by the Company and each Guarantor (if
any) in the Operative Documents as to corporate status, corporate power and authority to enter into the Operative Documents; the due authorization, execution, delivery and enforceability of the
Operative Documents; the Operative Documents not conflicting with charter documents of the Company and each Guarantor (if any) or law; solvency as of the Closing Date of the Company and its
subsidiaries on a consolidated basis (in the manner consistent with Exhibit B attached to Annex I hereto); Federal Reserve margin regulations; use of proceeds of the Facility not
violating anti-money laundering, anti-terrorism and anti-bribery laws, the Patriot Act or OFAC; and the Investment Company Act. This paragraph, and the provisions herein, shall be referred to as the
"Certain Funds Provisions"."  



	(c)
	Annex I
in the Commitment Letter is hereby deleted and replaced with Annex I attached hereto. 





        2.     Effectiveness
of Amendment. This Amendment shall become effective as of the date first above written when, and only when, CGMI shall have
received counterparts of this Amendment executed by the Borrower and the Commitment Parties. 



        3.     Costs
and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Commitment
Parties in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment (including, without limitation, reasonable and documented fees and
disbursements of a single counsel to the Commitment Parties and their affiliates and of a single reasonably necessary special and local counsel for each applicable jurisdiction). 


        4.     Certain
Definitions. Following the effectiveness of this Amendment, each reference in the Commitment Letter to "this Commitment Letter",
"hereunder", "hereof" or words of like import referring to the Commitment Letter, and each reference in the Joinder to "the Commitment Letter", "thereunder", "thereof" or words of like import
referring to the Commitment Letter, shall mean and be a reference to the Commitment Letter, as amended by this Amendment. 


        5.     Ratification.
The Commitment Letter (as amended by this Amendment) shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except to the extent expressly provided herein, operate as a waiver of any right, power or
remedy of any Commitment Party under the Commitment Letter, nor constitute a waiver of any provision of the Commitment Letter. 

   

   

  
2 









        6.     Execution
Instructions. If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a
counterpart of this Amendment to Malcolm K. Montgomery of Shearman & Sterling LLP by facsimile (646.848.7587) or via electronic transmission to MMontgomery@Shearman.com, with seven
duplicate originals by overnight courier. 


        7.     Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier or email shall be effective as delivery of a manually executed counterpart of this Amendment. 


        8.     Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 


[Balance of page intentionally left blank] 

   

   

  
3 







 






					
	 	 	 Very truly yours,
	

 	
 	
CITIGROUP GLOBAL MARKETS INC.
	

 	
 	
  By	
 	
/s/ DAVID BOUTON






  Name: David Bouton

Title: Managing Director




 

 [Signatures Continued on Next Page.] 

   


   

 
S-1 







 






					
	 	 	 UBS AG, STAMFORD BRANCH
	

 	
 	
  By	
 	
/s/ JOHN STROLL






  Name: John Stroll

Title: Director
	

 	
 	
  By	
 	
/s/ WARREN JERVEY






  Name: Warren Jervey

Title: Executive Director and Counsel

          Region Americas Legal
	

 	
 	
 UBS SECURITIES LLC
	

 	
 	
  By	
 	
/s/ JOHN STROLL






  Name: John Stroll

Title: Director
	

 	
 	
  By	
 	
/s/ WARREN JERVEY






  Name: Warren Jervey

Title: Executive Director and Counsel

          Region Americas Legal




 

 [Signatures Continued on Next Page.] 

   


   

 
S-1 







 






					
	 	 	 BANK OF AMERICA, N.A.
	

 	
 	
  By	
 	
/s/ CHERYL SNEOR






  Name: Cheryl Sneor

Title: Vice President




 

 [Signatures Continued on Next Page.] 

   


   

 
S-2 







 






					
	 	 	 ROYAL BANK OF CANADA
	

 	
 	
  By	
 	
/s/ JOSHUA FREEDMAN






  Name: Joshua Freedman

Title: Authorized Signatory




 

 [Signatures Continued on Next Page.] 

   


   

 
S-4 







 






					
	 	 	 JEFFERIES FINANCE LLC
	

 	
 	
  By	
 	
/s/ J. PAUL MCDONNELL






  Name: J. Paul McDonnell

Title: Managing Director




 

 [Signatures Continued on Next Page.] 

   


   

 
S-4 







 






					
	 	 	 MORGAN STANLEY BANK, N.A.
	

 	
 	
  By	
 	
/s/ SUBHALAKSHMI GHOSH-KOHLI






  Name: Subhalakshmi Ghosh-Kohli

Title: Authorized Signatory




 

 [Signatures Continued on Next Page.] 

   


   

 
S-5 








ACCEPTED
AND AGREED

on December 18, 2014: 


SELECT
INCOME REIT 

 






					
	
 By	
 	
/s/ DAVID M. BLACKMAN






  Name: David M. Blackman

Title: President and Chief Operating Officer	
 	
 



 


   

   

  
S-7 













































 



 
 

  Annex I    
    


 
 

  Summary of Terms and Conditions    
    
    SELECT INCOME REIT    
    
    $1,000,000,000 Senior Unsecured Bridge Loan    
    

 









  



					
	





  
	BORROWER:	 	Select Income REIT (the "Borrower").
	
GUARANTORS:	
 	
Consistent with the Existing Credit Facility (defined below).
	
EXISTING CREDIT FACILITY:	
 	
The existing $750 million revolving credit facility extended pursuant to that certain Credit Agreement dated as of March 12, 2012 by and among the Borrower, the financial institutions party thereto, as lenders,
 Wells Fargo Bank, National Association, as administrative agent, and the other agents and arrangers party thereto, as the same may be amended, amended and restated, restated, modified or replaced with the approval in writing of the lenders
thereunder as required pursuant thereto, provided that such approving lenders include, among others, persons or entities that constitute Commitment Parties holding at least a majority of aggregate
commitments under the Commitment Letter (as defined below) as of December 18, 2014 (the "Existing Credit Facility"). Capitalized terms used and not defined herein are used as defined in the Existing Credit Facility.
	
JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS:	
 	
The Joint Lead Arrangers and Bookrunners will be Citigroup Global Markets Inc. ("CGMI") and UBS Securities LLC (the "Arrangers").
	
ADMINISTRATIVE AGENT:	
 	
An affiliate of CGMI will act as the administrative agent (the "Administrative Agent").
	
SYNDICATION AGENT:	
 	
UBS Securities LLC (the "Syndication Agent").
	
LENDERS:	
 	
Syndicate of Lenders acceptable to the Arrangers and Borrower (collectively, the "Lenders").
	
FACILITY:	
 	
$1,000,000,000 (the "Facility Amount") senior unsecured bridge loan (the "Bridge Loan").
	
AVAILABILITY:	
 	
The Facility Amount will be disbursed in a single drawing on the Closing Date.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 1
	

Confidential
 




 

 




 









  



					
	





  
	PURPOSE:	 	To consummate the acquisition (the "Acquisition") by the Borrower of 100% of the outstanding equity interests in Cole Corporate Income Trust, Inc. (the "Target"), and for the payment of costs and expenses incurred in
connection with the Acquisition, the Bridge Loan and related transactions.
	
AMORTIZATION:	
 	
Interest only during the term of the Bridge Loan (except as provided in the Mandatory Prepayments section below). The outstanding principal balance of the Bridge Loan will be due in full on the Maturity
Date.
	
MATURITY:	
 	
The Bridge Loan shall mature 364 days after the Closing Date (the "Maturity Date").
	
OPTIONAL PREPAYMENT:	
 	
The Borrower may prepay the Bridge Loan, in whole or in part, at any time without fees, premiums or penalty, subject to customary reimbursement of the Lenders' pro rata breakage and redeployment costs associated with
any LIBOR borrowings prepaid on a date other than the last day of the applicable interest period.
	
MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS:	
 	
An amount equal to the following amounts shall be applied to prepay the Bridge Loan, without fees, premiums or penalty (other than customary breakage and redeployment costs associated with any LIBOR borrowings prepaid
on a date other than the last day of the applicable interest period) (and, prior to the Closing Date, the commitments pursuant to the Commitment Letter relating to the Bridge Loan to which the Arrangers and the Borrower are parties (the "Commitment
Letter") or the definitive loan documentation for the Bridge Loan, as applicable, shall be permanently and automatically reduced by an amount equal to): 100% of the Net Cash Proceeds (as defined below) of all (i) Capital Raising Transactions (as
defined below), (ii) Material Asset Sales (as defined below) and (iii) cash equity contributions to the Borrower, in each case on or after the date of the Commitment Letter.
	

 	
 	
A "Capital Raising Transaction" shall be public or 144A common equity, preferred equity (including preferred equity convertible into common stock), or debt securities (including debt securities convertible into common
stock) or other unsecured debt for borrowed money issued or guaranteed by the Borrower; provided, however, that "Capital Raising Transaction" shall not
include (i) intercompany debt among the Borrower and/or its subsidiaries; (ii) borrowings under the Existing Credit Facility (including pursuant to any increase in commitments thereunder); (iii) any equity or debt securities (with the
exception of any notes issued by the Borrower with the express intention of the Borrower to replace all or a portion of the Facility) or other unsecured debt issued to finance the Acquisition; and (iv) any debt incurred to refinance or replace
any indebtedness of the Target assumed in connection with the Acquisition. Other customary carveouts to be agreed by the parties.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 2
	

Confidential
 




 

 




 









  



					
	





  
	 	 	A "Material Asset Sale" (i) shall mean any non-ordinary course asset sale by the Borrower or any of its subsidiaries generating Net Cash Proceeds in excess of $5,000,000 in any transaction and (ii) shall in any
event exclude the Healthcare Properties Sale (as defined in the Acquisition Agreement).
	

 	
 	
"Net Cash Proceeds" shall mean (a) with respect to any asset sale, the aggregate amount of all cash (which term, for the purpose of this definition, shall include cash equivalents) proceeds (including any cash
proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or otherwise, but only as and when received) actually received in respect of such asset sale, including property
insurance or condemnation proceeds paid on account of any loss of any property or assets, net of (1) all reasonable attorneys' fees, accountants' fees, brokerage, consultant and other customary fees and commissions, title and recording tax
expenses and other reasonable fees and expenses incurred in connection therewith, (2) all taxes paid or reasonably estimated to be payable as a result thereof, (3) all payments made, and all installment payments required to be made, with
respect to any obligation (A) that is secured by any assets subject to such asset sale, in accordance with the terms of any Operative Document or instrument with respect to a lien upon such assets, or (B) that must by its terms, or in order
to obtain a necessary consent to such asset sale, or by applicable law, be repaid (including pursuant to any mandatory prepayment or redemption requirement) out of the proceeds from such asset sale, (4) all distributions and other payments
required to be made to minority interest holders in subsidiaries or joint ventures as a result of such asset sale, or to any other person or entity (other than the Borrower or any of its subsidiaries) owning a beneficial interest in the assets
disposed of in such asset sale, and (5) the amount of any reserves established by the Borrower or any of its subsidiaries in accordance with GAAP to fund purchase price or similar adjustments, indemnities or liabilities, contingent or otherwise,
reasonably estimated to be payable in connection with such asset sale (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); and (b) with respect to any
equity issuance or debt incurrence, the aggregate amount of all cash proceeds actually received in respect of such equity issuance or debt incurrence, net of reasonable fees, expenses, costs, underwriting discounts and commissions incurred in
connection therewith and net of taxes paid or reasonably estimated by the Borrower to be payable as a result thereof.
	

 	
 	
Upon each repayment or prepayment of the Bridge Loan, the aggregate Bridge Loan commitments of the Lenders shall be automatically and permanently reduced, on a pro rata basis, by the amount of such repayment or
prepayment. Amounts repaid may not be reborrowed. Once terminated, a Bridge Loan commitment may not be reinstated.
	
INTEREST RATE:	
 	
Pricing (the "Applicable Margin") will be determined in accordance with the pricing grid as set forth in the attached Exhibit A.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 3
	

Confidential
 




 

 




 









  



					
	





  
	 	 	If the Borrower obtains ratings from Moody's, S&P and Fitch that are not equivalent, the Applicable Margin shall be determined by the lower of the highest two ratings. If the Borrower obtains ratings from only Moody's
and S&P, the Applicable Margin shall be determined by the higher of the two ratings. If the Borrower obtains ratings from only one of S&P or Moody's plus Fitch, the Applicable Margin shall be determined by the S&P or Moody's rating. If
the Borrower shall cease to have a Credit Rating from S&P or Moody's, the Applicable Margin shall be determined based on Level 5 of such grid.
	

 	
 	
"LIBOR" means, with respect to any LIBOR Loan for any Interest Period, the rate of interest obtained by dividing (i) the ICE Benchmark Administration Limited LIBOR Rate ("ICE LIBOR"), as published by Reuters (or
another commercially available source providing quotations of ICE LIBOR, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the first day of such Interest Period and having a maturity equal to such Interest Period by (ii) a percentage equal to 1 minus the
stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities") as specified in Regulation D of the Board of Governors of the
Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined or any applicable category of extensions of credit or other assets which includes loans
by an office of any Lender outside of the United States of America). Any change in such maximum rate shall result in a change in LIBOR on the date on which such change in such maximum rate becomes effective.
	

 	
 	
"Interest Period" means with respect to each LIBOR Loan, each period commencing on the date such LIBOR Loan is made, or in the case of the continuation of a LIBOR Loan the last day of the preceding Interest Period for
such Loan, and ending 7 days thereafter or on the numerically corresponding day in the first, third or sixth calendar month thereafter, as the Borrower may select in a notice of borrowing, notice of continuation or notice of conversion, as the
case may be, except that each Interest Period (other than an Interest Period having a duration of 7 days) that commences on the last business day of a calendar month (or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last business day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i) if any Interest Period would otherwise end after the Maturity Date, such Interest Period
shall end on the Maturity Date; and (ii) each Interest Period that would otherwise end on a day which is not a business day shall end on the immediately following business day (or, if such immediately following business day falls in the next
calendar month, on the immediately preceding business day).




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 4
	

Confidential
 




 

 




 









  



					
	





  
	 	 	"Base Rate" means the LIBOR Market Index Rate; provided, that if for any reason the LIBOR Market Index Rate is unavailable, Base Rate shall mean the per annum rate of interest equal to the Federal Funds Rate plus one and
one-half of one percent (1.50%).
	

 	
 	
"LIBOR Market Index Rate" means, for any day, LIBOR as of that day that would be applicable for a LIBOR Loan having a one-month Interest Period determined at approximately 11:00 a.m. Eastern Standard time for such
day (or if such day is not a business day, the immediately preceding business day). The LIBOR Market Index Rate shall be determined on a daily basis.
	

 	
 	
Interest will be payable monthly, computed on the actual days elapsed in a 360 day year.
	

 	
 	
Bridge Loan documentation will include customary provisions (a) protecting the Lenders against increased costs or loss of yield resulting from changes in reserve, tax, capital adequacy and other requirements of law,
 and (b) indemnifying the Lenders for breakage costs incurred in connection with, among other things, any failure to borrow a LIBOR loan, or any repayment of a LIBOR loan on a day other than the last day of an interest period with respect
thereto. While an event of default exists, the interest rate on all outstanding obligations will be equal to the Base Rate plus the Applicable Margin plus 2.0%. The loan documentation will contain customary provisions addressing the Foreign Account
Tax Compliance Act.
	
CERTAIN FEES:	
 	
As set forth in Exhibit A.
	
FINANCIAL COVENANTS:	
 	
Same as, and limited to those contained in, the Existing Credit Facility.
	
OTHER COVENANTS:	
 	
Same as, and limited to those contained in, the Existing Credit Facility.
	
REPORTING REQUIREMENTS:	
 	
Same as, and limited to those contained in, the Existing Credit Facility.
	
INDEMNIFICATION:	
 	
Same as Existing Credit Facility.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 5
	

Confidential
 




 

 




 









  



					
	





  
	CONDITIONS PRECEDENT TO FUNDING:	 	Limited to those conditions set forth in Section 1(c) of the Commitment Letter, plus the conditions set forth below (the date upon which all such conditions precedent to funding shall be satisfied and the funding of
the Bridge Loan occurs, the "Closing Date"):
	

 	
 	
 1.	
 	
 The Administrative Agent shall have received (a) customary legal opinions as reasonably required by the Administrative Agent, (b) evidence of authorization and organizational documents with respect to the
Borrower and the Guarantors (if any) consisting of (i) applicable certificates or articles of incorporation, formation, organization, limited partnership or other comparable organizational instrument of the Borrower and each Guarantor (if any)
certified by the secretary of state, (ii) incumbency certificate for the Borrower and each Guarantor (if any), (iii) copies of applicable organizational documents of the Borrower and each Guarantor (if any) certified by an officer of the
Borrower or such Guarantor (if any), as applicable and (iv) customary good standing certificates (with respect to the applicable jurisdiction of incorporation or organization of the Borrower and each Guarantor (if any)), (c) customary
insurance certificates or other evidence of insurance coverage and (d) a customary borrowing notice.
	

 	
 	
 2.	
 	
 The substantially concurrent consummation of the Acquisition on or prior to the Closing Date in accordance in all material respects with that certain Agreement and Plan of Merger, dated as of August 30, 2014
(such agreement, including all exhibits and schedules thereto, the "Acquisition Agreement"), by and among Select Income REIT, a wholly owned subsidiary of Select Income REIT that is a Maryland limited liability company and Cole Corporate Income Trust,
 Inc. (the "Acquisition Company"), without amendment, modification or waiver thereof or any consent thereunder (including any change in the definition of Company Material Adverse Effect or the lender protective provisions or in the purchase
price (excluding any adjustments provided for in the Acquisition Agreement but including, without limitation, any material increase in the purchase price in relation to a Superior Proposal (as defined in the Acquisition Agreement) pursuant to
Section 6.3 of the Acquisition Agreement) which is materially adverse to the Lenders (unless consented to by the Arrangers)).




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 6
	

Confidential
 




 

 




 









  



					
	





  
	 	 	 3.	 	 (a) Except as set forth in (i) the publicly available Company SEC Documents (as defined in the Acquisition Agreement) filed with or furnished to the Securities Exchange Commission, as have been amended since the
time of their filing with the Securities Exchange Commission on or after January 1, 2012 and prior to the date of the Acquisition Agreement (excluding any risk factor disclosure and disclosure of risks or other matters included in any "forward
looking statements" disclaimer or other statements that are cautionary, predictive or forward looking in nature); provided, that the applicability of any such document to the following is reasonably apparent on its face; and (ii) the disclosure
letter delivered by the Target to the Borrower immediately prior to the execution of the Acquisition Agreement (it being agreed that any disclosure set forth in such disclosure letter shall only qualify or modify the following to the extent (and only
to the extent) it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or modifies the following): from January 1, 2014 through the date of the Acquisition Agreement, there has not been any Company Material
Adverse Effect (as defined in the Acquisition Agreement) or any change, effect, development, circumstance, condition, state of facts, event or occurrence, which, individually or in the aggregate, has had, or would reasonably be expected to have, a
Company Material Adverse Effect and (b) since the date of the Acquisition Agreement through the closing of the Acquisition, there shall not have occurred any event, change, effect or development that, individually or in the aggregate, has had or
would reasonably be expected to have a Company Material Adverse Effect.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 7
	

Confidential
 




 

 




 









  



					
	





  
	 	 	"Company Material Adverse Effect" means any event, circumstance, change, state of fact, development or effect that individually or in the aggregate with any other event(s), circumstance(s), change(s), state(s) of fact,
development(s) or effect(s) (a) is or would reasonably be expected to be material and adverse to the business, assets, properties, liabilities, operations, financial condition or results of operations of the Acquisition Company and the Company
Subsidiaries (as defined in the Acquisition Agreement), taken as a whole or (b) will, or would reasonably be expected to, prevent or materially impair or delay the ability of the Acquisition Company to consummate the Acquisition before the
Outside Date (as defined in the Acquisition Agreement); provided, however, that for purposes of clause (a) of this definition, "Company Material Adverse Effect" shall not include any event, circumstance, change, state of fact,
development or effect, and any such event, circumstance, change, state of fact, development or effect shall not be taken into account when determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur, in each
case to the extent arising out of or resulting from (i) any failure, in and of itself, of the Acquisition Company to meet any internal or external projections or forecasts or any decrease, in and of itself, in the net asset value of the Company
Common Stock (as defined in the Acquisition Agreement) (it being understood and agreed that any event, circumstance, change, state of fact, development or effect giving rise or contributing to such failure or decrease may constitute or otherwise be
taken into account in determining whether there has been a Company Material Adverse Effect), (ii) any changes in the general conditions that affect the commercial real estate industry, (iii) any change in the United States or global economy
or capital, financial or securities markets generally, including changes in interest or exchange rates, (iv) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of any applicable Law
(as defined in the Acquisition Agreement) of or by any Governmental Entity (as defined in the Acquisition Agreement) after the date hereof, (v) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of
terrorism or sabotage, (vi) the negotiation, execution or announcement of the Acquisition Agreement, or the consummation or anticipation of the Acquisition or the other Transactions (as defined in the Acquisition Agreement), other than for
purposes of Section 4.5 and Section 8.2(a) of the Acquisition Agreement to the extent related to Section 4.5 of the Acquisition Agreement, (vii) the taking of any action expressly required by, or the failure to take any action
expressly prohibited by, the Acquisition Agreement, (viii) earthquakes, hurricanes, floods or other natural disasters, (ix) any damage or destruction of any Company Property (as defined in the Acquisition Agreement) that (A) is
substantially covered by insurance and (B) does not give rise to the right of any tenant to terminate its lease of such Company Property or any significant portion thereof, or (x) changes in GAAP or the interpretation thereof, which in the
case of each of clauses (ii), (iii), (iv), (v), (viii), (ix) and (x) do not disproportionately affect the Acquisition Company and the Company Subsidiaries, taken as a whole, relative to other companies operating in the industries in
which the Acquisition Company and the Company Subsidiaries operate.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 8
	

Confidential
 




 

 




 









  



					
	





  
	 	 	 4.	 	 To the extent reasonably requested at least 10 business days prior to the Closing Date, the Administrative Agent shall have received at least three business days prior to the Closing Date all documentation and other
information with respect to the Borrower and the Guarantors (if any) that the Administrative Agent or the Arrangers reasonably determine is required by U.S. regulatory authorities under applicable "know your customer" and anti-money laundering rules
and regulations, including the PATRIOT Act.
	

 	
 	
 5.	
 	
 The Arrangers shall have received (a) audited financial statements for the Target for the fiscal year most recently ended at least 90 days before the Closing Date (without any qualified opinion thereon) and
(b) to the extent available, unaudited financial statements for the Target for each completed fiscal quarter since the date of such audited financial statements ending at least 45 days before the Closing Date, which shall be prepared in
accordance with, or reconciled to, U.S. generally accepted accounting principles.
	

 	
 	
 6.	
 	
 The Specified Representations shall be true and correct in all material respects as of the Closing Date.
	

 	
 	
 7.	
 	
 The Acquisition Agreement Representations shall be true and correct in all respects as of the Closing Date except to the extent that the Borrower would not have the right to terminate its obligations under the
Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
	
REPRESENTATIONS AND WARRANTIES:	
 	
Subject in all respects to the Certain Funds Provisions, same as, and limited to those contained in, the Existing Credit Facility.
	
EVENTS OF DEFAULT:	
 	
Same as, and limited to those contained in, the Existing Credit Facility.
	
ASSIGNMENTS/ PARTICIPATIONS:	
 	
Same as Existing Credit Facility; provided that, notwithstanding any other provision in the Operative Documents, with respect to any assignment to any Lender, no Commitment Party (as defined in the Commitment
Letter) shall be relieved, released or novated from its obligations under the Commitment Letter (including its obligation to fund the Facility on the Closing Date) in connection with any syndication or assignment of the Facility to any Lender,
including its commitments in respect thereof, until after the Closing Date has occurred.
	
WAIVERS AND AMENDMENTS:	
 	
Same as Existing Credit Facility.
	
EXPENSES:	
 	
The Borrower will pay all reasonable and documented out-of-pocket costs and expenses associated with the preparation, due diligence, administration, syndication and enforcement of all documentation executed in
connection with the Bridge Loan, including, without limitation, the reasonable and documented legal fees of Shearman & Sterling LLP, counsel to the Administrative Agent and the Arrangers, regardless of whether or not the Bridge Loan is
closed. The Borrower will also pay the reasonable and documented expenses of each Lender in connection with the "workout" or enforcement of any loan documentation for the Bridge Loan.
	
GOVERNING LAW:	
 	
New York.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 9
	

Confidential
 




 

 




 









  



					
	





  
	OTHER:	 	Subject in all respects to the Certain Funds Provisions, the definitive documentation for the Bridge Loan shall include customary representations regarding anti-corruption laws, and, consistent with the Existing Credit
Facility, waivers by each party to its right to trial by jury and submission by each party to State of New York jurisdiction.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 10
	

Confidential
 




 

 










































 



 
 

  EXHIBIT A    
    
    PRICING GRID    
    

 






											
	RATINGS: S&P AND

MOODY'S 	 	THE

GREATER OF

A- AND

A3 	 	THE

GREATER OF

BBB+ AND

BAA1 	 	THE

GREATER OF

BBB AND

BAA2 	 	THE

GREATER OF

BBB- AND

BAA3 	 	BELOW

BOTH

BBB- AND

BAA3 
	 LEVEL
	 	Level I	 	Level II	 	Level III	 	Level IV	 	Level V
	 APPLICABLE MARGIN *
	 	112.5	 	122.5	 	140.0	 	175.0	 	215.0









 


 	*
	:        In
basis points per annum 


 

 All
margins and fees change as of the first day of the month following the rating classification changes. 

 









  



			
	FUNDING FEE:	 	 35 bps due to the Lenders on their respective commitment amounts funded at the closing of the Bridge Loan, due and payable on the Closing Date (if the Closing Date occurs).
	
DURATION FEE:	
 	
 The Borrower will pay to the Lenders pro rata based on each Lender's outstanding principal amount of the Bridge Loan at the applicable time, (a) 25 bps on the outstanding principal amount of the Bridge Loan on
the 90th day following the Closing Date, (b) 50 bps on the outstanding principal amount of the Bridge Loan on the 180th day following the Closing Date, and (c) 75 bps on the outstanding principal amount of
the Bridge Loan on the 270th day following the Closing Date.
	
TICKING FEE:	
 	
 The Borrower will pay to the Administrative Agent, for the account of the applicable Lenders, a ticking fee, which shall accrue from January 2, 2015 to the date such ticking fee is paid, in an amount equal to
0.20% per annum of the average daily aggregate amount of unused commitments of the Lenders that have any such unused commitments in respect of the Facility, earned on the date of the acceptance by the Company of the Commitment Letter, and due and
payable on the earlier to occur of (i) the Closing Date, and (ii) March 31, 2015.




 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 11
	

Confidential
 




 

 




 
 

  EXHIBIT B    
    
    FORM OF SOLVENCY CERTIFICATE    
    


[    ·    ], 20     


        This
Solvency Certificate is being executed and delivered pursuant to Section
[    ·    ] of that certain
[    ·    ](1) (the "Loan Agreement"); the
terms defined therein being used herein as therein defined. 


        I,
[    ·    ], the [chief financial officer/equivalent
officer] of the Borrower, in such capacity and not in an individual capacity, hereby certify that I am the [chief financial officer/equivalent officer] of the
Borrower and that I am generally familiar with the businesses and assets of the Borrower and its Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed
appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Loan Agreement. 



        I
further certify, in my capacity as [chief financial officer/equivalent officer] of the Borrower, and not in my individual capacity, as of the date hereof and
after giving effect to the [Transactions] and the incurrence of the indebtedness and obligations being incurred in connection with the Loan Agreement and the
[Transactions], that, (i) the sum of the debt (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the present fair
saleable value of the assets (at a fair valuation) of the Borrower and its Subsidiaries, taken as a whole; (ii) the capital of the Borrower and its Subsidiaries, taken as a whole, is not
unreasonably small in relation to the business of the Borrower and its Subsidiaries, taken as a whole, contemplated as of the date hereof; and (iii) the Borrower and its Subsidiaries, taken as
a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature in the ordinary course of business. 


[Remainder
of page intentionally left blank] 







	(1)
	Describe the Credit Agreement




 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 12
	

Confidential
 




 

 






        IN
WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above. 

 






					
	

 	
 	
  By:	
 	
  







 
	 	 	 	 	Name: [·]
	 	 	 	 	Title: [·]






 

  


 






					
	





  
	 	 	 $1,000,000,000 Senior Unsecured Bridge Loan	 	Page 13
	

Confidential
 




 

 








QuickLinks



Exhibit 10.3


LETTER AMENDMENT



Annex I


Summary of Terms and Conditions SELECT INCOME REIT $1,000,000,000 Senior Unsecured Bridge Loan


EXHIBIT A PRICING GRID

EXHIBIT B FORM OF SOLVENCY CERTIFICATE