Office Properties Income Trust - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Office Properties Income Trust, as DIP Borrower
• Each of the DIP Borrower’s existing and future, direct and indirect domestic, wholly-owned subsidiaries that are Debtors, as DIP Guarantors
  • Excludes OPI WF Holding LLC, OPI WF Borrower LLC, OPI WF Owner LLC, and 440 First Street LLC (collectively, the “Credit Facility Loan Parties”)

Agent / Lender(s)

• Acquiom Agency Services LLC, as Administrative and Collateral Agent
• The lenders party thereto, as DIP Lenders

DIP Commitments

• $125 million non-amortizing multiple draw secured term loan facility comprised of:
  • $10 million interim term loan, which was made available and fully drawn following entry of the interim order
  • $115 million final term loan, available upon entry of the final order, split into:
    • $75 million Tranche A Term Loan, available in two draws:
      • $64.3 million (Tranche A1) available immediately following entry of the final order
      • $10.7 million (Tranche A2) available following the expiration of the syndication procedures
    • $40 million Tranche B Term Loan, available on the applicable borrowing date
• Proceeds are to be deposited into a segregated account subject to a control agreement.

Cash Collateral

• The Debtors are authorized to use cash collateral, including postpetition rents earned by the various note obligors and Credit Facility Loan Parties, subject to the approved budget and permitted variances.

Interest Rate

• 12.0% per annum

Fees

• Anchor Capital Commitment Fee (as referenced in the DIP Credit Agreement), an aggregate amount equal to 10.00% of the aggregate amount of the Commitments of all Lenders.
• All fees, commissions, costs, and expenses paid prior to the petition date are approved as non-refundable and not subject to challenge.

Maturity

• The earliest to occur of:
  • The Maturity Date (as defined in the DIP Credit Agreement)
  • Consummation of a sale of all or substantially all assets (other than as contemplated by the RSA or without DIP Agent consent)
  • Substantial consummation of a confirmed Chapter 11 plan
  • Acceleration of loans following an Event of Default

Carve Out

• Post Carve-Out Trigger Cap:
  • $2 million for Debtor professionals
  • $200,000 for Committee professionals
  • Plus any success or transaction fees earned by Debtor investment bankers separate from the cap
• Pre-Carve-Out Trigger Notice Amount: All allowed professional fees incurred prior to the delivery of a Carve-Out Trigger Notice.
• Chapter 7 Trustee Fee: $75,000
• U.S. Trustee and Clerk of the Court fees are paid in full.

Use of Proceeds

• Working capital and general corporate purposes
• Administrative costs of the Chapter 11 cases, including professional fees and the Carve-Out
• Adequate protection payments
• Agreed capital expenditures and emergency value-accretive cash outlays
• Payment of approved prepetition obligations

Credit Bid

• The DIP Agent and Prepetition Agents/Trustees have the unqualified right to credit bid up to the full amount of their respective obligations (including DIP Superpriority Claims and Adequate Protection Claims) in connection with any sale of collateral.

Avoidance Actions

• DIP Collateral excludes causes of action for preferences and fraudulent conveyances but includes the proceeds of such Avoidance Actions.

Challenge Period and Budget

• The deadline to bring a challenge is:
  • April 13, 2026, for the Official Committee
  • January 19, 2026 (75 days following entry of the interim order), for other parties with standing
• Investigation Budget: Up to $350,000 may be used by the Official Committee to investigate (but not litigate) the validity and priority of prepetition secured obligations.

Securities and Priorities

• DIP obligations constitute superpriority administrative expense claims against each of the DIP Loan Parties.
• Perfected liens on and security interests in all DIP Collateral, subject to the Carve-Out, with the following priorities:
  • First priority liens on all Unencumbered Property (including Avoidance Action proceeds and the Segregated Account), subordinate only to the Carve-Out and permitted prior liens.
  • Junior liens on all other DIP Collateral, subordinate to the Carve-Out, permitted prior liens, and the respective Prepetition Liens and Adequate Protection Liens of the September 2029 Notes, March 2029 Notes, and March 2027 Notes.

Adequate Protection

September 2029 Notes, March 2029 Notes, and March 2027 Notes Secured Parties

• Superpriority administrative expense claims (junior to DIP claims and the Carve-Out)
• Replacement liens on their respective priority collateral (junior to the Carve-Out and permitted prior liens)
• Payment of postpetition interest in cash at the non-default rate
• Payment of reasonable professional fees and expenses
• Financial reporting

Credit Facility Secured Parties

• Superpriority administrative expense claims (junior to DIP claims and the Carve-Out)
• Payment of postpetition interest in cash at the default rate (+2%) on Base Rate loans
• Payment of reasonable professional fees and expenses
• Financial reporting

Waivers

• Section 506(c): The Debtors waive rights to surcharge the DIP or Prepetition Collateral.
• Section 552(b): The “equities of the case” exception shall not apply.
• Marshaling: The equitable doctrine of marshaling shall not apply, provided the DIP Secured Parties must first use commercially reasonable efforts to satisfy obligations from non-Avoidance Action proceeds.

Permitted Variance

• Tested on a rolling four-week basis:
  • Operating cash receipts shall not be less than 90% of the approved budget (10% unfavorable variance).
  • Operating disbursements (excluding professional fees) shall not exceed 110% of the approved budget (10% unfavorable variance).