Exhibit 10.5
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated as of April 24, 2009 (this "Pledge Agreement") is
made Government Properties Income Trust, a Maryland real estate investment trust
(a "Pledgor" and collectively with such of its Subsidiaries which execute a
joinder to this Agreement, the "Pledgors"), in favor of Bank of America, N.A.,
in its capacity as Administrative Agent (in such capacity, the "Administrative
Agent") for the benefit of the Administrative Agent, the L/C Issuer, the Swing
Line Lender, the Lenders (in each case, as defined in the Credit Agreement
described below; collectively, the Administrative Agent, the L/C Issuer, the
Swing Line Lender and the Lenders shall be referred to herein as the "Secured
Parties" and each, individually, may be referred to as a "Secured Party").
RECITALS
WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof
(as amended, modified, extended, renewed or replaced from time to time, the
"Credit Agreement") among Government Properties Income Trust (the "Principal
Borrower"), each of its Subsidiaries which, from time to time, qualifies as a
Borrowing Base Subsidiary thereunder (collectively, with the Principal Borrower,
the "Borrowers" and each a "Borrower"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender, the Secured Parties have agreed to make Loans and certain
other extensions of credit upon the terms and subject to the conditions set
forth therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligations of the Secured Parties to make their respective
Loans and other extensions of credit under the Credit Agreement that the
Pledgors shall have executed and delivered this Pledge Agreement to the
Administrative Agent for the ratable benefit of the Secured Parties.
NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1.
DEFINITIONS.
CAPITALIZED TERMS USED HEREIN BUT NOT OTHERWISE
DEFINED SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE CREDIT AGREEMENT
AND THE FOLLOWING TERMS WHICH ARE DEFINED IN THE UNIFORM COMMERCIAL CODE (THE
"UCC") IN EFFECT IN THE STATE OF NEW YORK ON THE DATE HEREOF ARE USED HEREIN AS
SO DEFINED:
CONTROL, ENTITLEMENT ORDER, SECURITIES ACCOUNT, SECURITY
ENTITLEMENT, AND SECURITIES INTERMEDIARY.
FOR PURPOSES OF THIS PLEDGE
AGREEMENT, THE TERM "LENDER" SHALL INCLUDE ANY AFFILIATE OF ANY LENDER WHICH HAS
ENTERED INTO A SWAP CONTRACT WITH ANY BORROWER (TO THE EXTENT THE OBLIGATIONS OF
SUCH BORROWER THEREUNDER CONSTITUTE OBLIGATIONS).
2.
PLEDGE AND GRANT OF SECURITY INTEREST.
TO SECURE THE PROMPT
PAYMENT AND PERFORMANCE IN FULL WHEN DUE, WHETHER BY LAPSE OF TIME OR OTHERWISE,
OF THE PLEDGOR OBLIGATIONS (AS DEFINED IN SECTION 3 HEREOF), EACH PLEDGOR HEREBY
PLEDGES AND ASSIGNS TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED
PARTIES, AND GRANTS TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED
PARTIES, A CONTINUING SECURITY INTEREST IN, AND A RIGHT TO SET OFF AGAINST,