8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 9, 2014

COMMONWEALTH REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(IRS Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts	02458-1634
(Address of Principal Executive Offices)	(Zip Code)

(617) 332-3990

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

In this Current Report on Form 8-K, the terms “the Company,” “we,” “us” and “our” refer to CommonWealth REIT.

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, the removal of the Company’s entire Board of Trustees, without cause, constitutes an event of default under the Company’s term loan and revolving credit facility agreements. As a consequence, the lenders under these agreements may exercise certain remedies, including the right to accelerate their loans and to require that their loans bear interest at the post-default rate.  As of December 31, 2013, there was approximately $500 million outstanding under our term loan agreement and $235 million outstanding under our revolving credit facility agreement.  We previously asked the lenders to agree to forbear from exercising their remedies under such agreements.

Effective as of April 11, 2014, the Company entered into separate forbearance agreements regarding the Company’s revolving credit facility (the “Credit Facility Forbearance Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions signatory thereto (together with the Administrative Agent, the “Credit Facility Lenders”) and the Company’s term loan (the “Term Loan Forbearance Agreement” and, together with the Credit Facility Forbearance Agreement, the “Forbearance Agreements”) with Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions signatory thereto (the “Term Loan Lenders” and, together with the Credit Facility Lenders, the “Lenders”). Pursuant to each Forbearance Agreement, the applicable Lenders have agreed, subject to certain terms and conditions set forth in the Forbearance Agreements, to forbear during the period described below from exercising certain of their rights and remedies under the revolving credit facility agreement or the term loan agreement, as applicable, including, without limitation, their right to accelerate the loans and to require that the loans bear interest at the post-default rate.

The forbearance period with respect to each Forbearance Agreement runs from April 11, 2014 through the first to occur of the following:

·5:00 p.m. Eastern time on July 10, 2014;

·5:00 p.m. Eastern time on the date 21 calendar days following the date on which the Company’s shareholders elect a replacement Board of Trustees;

·the occurrence of any event of default (other than with respect to an event of default as a result of the removal of the Company’s entire Board of Trustees, without cause) under the revolving credit facility agreement or the term loan agreement, as applicable;

·the Company’s failure to continue to satisfy certain minimum available cash requirements;

·the Company’s exercise of its right to repurchase any Series D Cumulative Convertible Preferred Shares otherwise convertible upon a fundamental change; or

·the Company’s breach of such Forbearance Agreement.

In connection with the Forbearance Agreements, the Company was required to pay certain fees to, and expenses of, the Lenders.

The foregoing description of the Forbearance Agreements is not complete and is subject to and qualified in its entirety by reference to the respective Forbearance Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated in this Item 1.01 by reference.

Item 8.01 Other Events.

Notice of Fundamental Change sent to Holders of 6-1/2% Series D Cumulative Convertible Preferred Shares (the “Series D Preferred Shares”)

On April 9, 2014, the Company issued a press release and mailed a notice to the holders of our Series D Preferred Shares informing such holders that a Fundamental Change had occurred under the terms of the Series D Preferred Shares.  This Fundamental Change gives rise to certain conversion rights for the Series D Preferred Shares, as more fully explained in the notice.  The Company’s press release, which includes the text of the notice, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Announcement of Meeting Date and Record Date for Special Meeting

On April 11, 2014 the Company announced that the special meeting for the purpose of electing Trustees of the Company will be held at 10:00 a.m. local time on Friday, May 23, 2014, at One Post Office Square, Boston, MA 02109.  The record date for the special meeting is April 23, 2014.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

10.1Forbearance Agreement Regarding Credit Agreement, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions signatory thereto, effective as of April 11, 2014.

10.2Forbearance Agreement Regarding Term Loan Agreement, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions signatory thereto, effective as of April 11, 2014.

99.1Press Release dated April 9, 2014.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “PLAN”, “INTEND” OR “ESTIMATE”, WE ARE MAKING FORWARD LOOKING STATEMENTS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.  ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.

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THE INFORMATION CONTAINED IN OUR FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), INCLUDING UNDER THE CAPTION “RISK FACTORS” IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMONWEALTH REIT
By:	/s/ John C. Popeo
Name:	John C. Popeo
Title:	Treasurer and Chief Financial Officer

Date:  April 14, 2014

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EX-10.1

Exhibit 10.1

FORBEARANCE AGREEMENT REGARDING CREDIT AGREEMENT

THIS FORBEARANCE AGREEMENT REGARDING CREDIT AGREEMENT is made as of April 11, 2014 (this “Agreement”) with reference to that certain Credit Agreement dated as of August 9, 2010 (as amended and as in effect immediately prior to the effectiveness of this Agreement, the “Credit Agreement”), among CommonWealth REIT, a real estate investment trust organized under the laws of the State of Maryland (the “Borrower”), the lenders parties thereto (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and certain other parties.

WHEREAS, the Borrower has notified the Administrative Agent and the Lenders that an Event of Default has occurred under Section 10.1.(l)(ii) of the Credit Agreement as a result of the entire Board of Trustees being removed without cause pursuant to shareholder written consents (the “Change of Control Event of Default”);

WHEREAS, the Borrower desires that the Administrative Agent, the Issuing Bank and the Lenders forbear from exercising certain remedies available to them under the Loan Documents subject to the terms of this Agreement; and

WHEREAS, subject to the terms and conditions contained herein, the Administrative Agent, the Issuing Bank and the Lenders are willing to forbear from exercising certain remedies available to them solely as a result of the existence of the Change of Control Event of Default or the occurrence of any of the Events of Default described on Schedule 1 attached hereto (together with the Change of Control Event of Default, the “Specified Events of Default”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows:

Section 1.  Agreement to Forbear.  Subject to the terms and conditions of this Agreement, the Administrative Agent, the Issuing Bank and the Lenders each agrees that during the Forbearance Period (as defined below) it will not, solely by reason of the existence of the Change of Control Event of Default or the occurrence of any other Specified Event of Default exercise any of the following rights or remedies available to the Administrative Agent, the Issuing Bank or any of the Lenders under or in respect of the Credit Agreement or the other Loan Documents:

(a)the right to declare (i) the principal of, and accrued interest on, the Loans and the Notes, (ii) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of a Specified Event of Default and (iii) all of the other Obligations, to be due and payable;

(b)the right to terminate the Commitments and the Swingline Commitment, or the obligation of the Issuing Bank to issue Letters of Credit under the Credit Agreement; and

(c)subject to the immediately following paragraph, the right to require that any or all of the Obligations bear interest at the Post-Default Rate.

The Borrower acknowledges that during the period from the date of this Agreement until the date 45 days after the date of this Agreement (or such longer period as the Requisite Lenders may agree in their sole discretion), the Administrative Agent, the Issuing Bank and the Lenders may meet or have discussions with individuals who may become members of the Borrower’s Board of Trustees or the Borrower’s senior management, among other things, to allow such individuals to make presentations regarding their business plans for the Borrower.  The Borrower consents to the Administrative Agent, the Issuing Bank

and the Lenders participating in such meetings and discussions.  If they so elect in their sole discretion, the Requisite Lenders may, following any such meetings or discussions or in any event the end of such period, by written notice from the Administrative Agent to the Borrower, elect, effective upon the giving of such notice, to apply the Post-Default Rate to any or all of the outstanding Obligations regardless of whether such Obligations have not been paid when due.  Failure of the Requisite Lenders to provide such notice shall not constitute a waiver of their right to impose the Post-Default Rate of interest at any other time.

Section 2.  Duration of Forbearance Period.  The agreement of the Administrative Agent, the Issuing Bank and the Lenders contained in the immediately preceding Section shall remain in effect during the period (the “Forbearance Period”) from the date this Agreement first becomes effective in accordance with Section 4 below to the first to occur of the following:

(a)5:00 p.m. Eastern time on July 10, 2014;

(b)5:00 p.m. Eastern time on the date 21 calendar days following the date on which the shareholders of the Borrower elect a replacement Board of Trustees;

(c)any Event of Default (other than any of the Specified Events of Default);

(d)the Borrower permits the aggregate amount of Unrestricted Cash to be less than (i) $150,000,000 plus (ii) 80.0% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries after the date hereof from any Asset Dispositions;

(e)the Borrower exercises its Repurchase Right (as defined in Articles Supplementary (the “Series D Preferred Designation”) for the Borrower’s 6-1/2% Series D Cumulative Convertible Preferred Shares (the “Series D Preferred Shares”)); or

(f)the Borrower shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in this Agreement and the Administrative Agent, at the direction of the Requisite Lenders, shall have given the Borrower written notice that the Forbearance Period has terminated because of such failure.

Upon the termination of the Forbearance Period, the Administrative Agent, the Issuing Bank and the Lenders shall have, and may exercise from time to time, any and all of the rights and remedies available to them under the Loan Documents, Applicable Law or otherwise as a consequence of any Default or Event of Default then in existence, without further notice or demand.

Section 3.  Acknowledgments of Borrower.  The Borrower acknowledges that:

(a)as of the date hereof, the Lenders have not terminated the Commitments, and the facility fees payable under Section 3.5.(b) of the Credit Agreement will continue to accrue and be due as provided in the Credit Agreement; and

(b)because an Event of Default exists, the Borrower may not request, and the Administrative Agent, the Issuing Bank and the Lenders shall not be obligated to permit, the making, issuance or occurrence of, any Loans or Letters of Credit or the Continuation of any LIBOR Loans or the Conversion of any Base Rate Loans into LIBOR Loans.

Section 4.  Conditions Precedent.  The effectiveness of this Agreement (other than Section 10 below which shall become effective upon the Borrower’s execution and delivery of a counterpart of this

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Agreement to the Administrative Agent) is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)a counterpart of this Agreement duly acknowledged and agreed by the Borrower and the Guarantors, and executed and delivered by the Administrative Agent and Lenders constituting the Requisite Lenders;

(b)receipt by the Administrative Agent of the fees payable under Section 6 below and evidence that all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

(c)projected statements of cash flow for the Borrower and its Subsidiaries for the immediately following two fiscal quarters, which may be subject to reasonable assumptions and qualifications;

(d)evidence that a forbearance arrangement (the “Term Loan Forbearance Agreement”) upon substantially the same terms and conditions as this Agreement has been entered into with respect to that certain Term Loan Agreement dated as of December 16, 2010 by and among the Borrower, the financial institutions party thereto as “Lenders”, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties thereto (as amended and in effect on the date hereof, the “Term Loan Agreement”); and

(e)such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 5.  Certain Permitted Dispositions; Conversion, etc. of Series D Preferred Shares.  The Lenders agree that during the Forbearance Period the existence of the Change of Control Event of Default and the occurrence of any of the other Specified Events of Default shall not (i) prohibit the Borrower, any other Loan Party or any other Subsidiary from conveying, selling, transferring or otherwise disposing of any of the Properties identified on Schedule 2 attached hereto otherwise permitted under Section 9.4.(a) of the Credit Agreement or (ii) prohibit the Borrower from issuing its common shares, or from paying cash in lieu of issuing fractional common shares, in each case solely in connection with the exercise by a holder, in accordance with the Series D Preferred Designation, of its right to convert its Series D Preferred Shares into common shares of the Borrower.

Section 6.  Forbearance Fee.  As provided in Section 4(b) above, it is a condition to the effectiveness of this Agreement that the Borrower pay to the Administrative Agent for the account of each Lender executing and delivering this Agreement prior to the satisfaction or waiver of the other conditions precedent in Section 4 above a fee equal to 0.05% of the amount of such Lender’s Commitment.

Section 7.  No Waiver.  Neither the existence of this Agreement nor the agreement of the Administrative Agent, the Issuing Bank and the Lenders to forbear as provided herein is, nor shall either be deemed or construed in any way to be, a waiver of any Default or Event of Default, including without limitation, the Change of Control Event of Default or any of the other Specified Events of Default should they occur.  Each Lender confirms its continuing obligation to the Issuing Bank under Section 2.2.(j) of the Credit Agreement regarding drawings on Letters of Credit honored by the Issuing Bank and not reimbursed by the Borrower.  Further, each Lender confirms that the existence of the Change of Control Event of Default and the occurrence of any of the other Specified Events of Default shall not prevent the reallocation of

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outstanding Letter of Credit Liabilities and Swingline Loans among Non-Defaulting Lenders pursuant to Section 3.9.(d) of the Credit Agreement.

Section 8.  Understandings.  This Agreement is given upon the condition that (a) this Agreement is understood to be in the nature of an interim arrangement among the Administrative Agent, the Issuing Bank, the Lenders and the Borrower, (b) none of the Administrative Agent, the Issuing Bank and the Lenders has given any assurance that it will provide a waiver of the Change of Control Event of Default, any of the other Specified Events of Default or any other Default or Event of Default and (c) none of the Administrative Agent, the Issuing Bank and the Lenders has given any assurance that it will or is under any obligation to extend, and in its sole and absolute discretion may refuse to extend, its forbearance beyond the Forbearance Period.

Section 9.  Effect.  The terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect.  The Credit Agreement is hereby ratified and confirmed in all respects.  Except as expressly provided in this Agreement, nothing in this Agreement shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent, the Issuing Bank or the Lenders under the Credit Agreement, any other Loan Document, Applicable Law or otherwise.  No failure or delay by the Administrative Agent, the Issuing Bank, the Lenders or any one of them in exercising any right, power or privilege under any Loan Document, or any other action taken or not taken or statement made, during the period prior to the date hereof or during the Forbearance Period shall operate as a waiver thereof or obligate the Administrative Agent, the Issuing Bank or any Lender to agree to an extension of the forbearance provided hereby or any waiver under or amendment to any Loan Document.

Section 10.  Release of Claims.  Notwithstanding the failure of any condition precedent set forth in Section 4 above to be satisfied, the Borrower hereby forever releases and forever discharges the Administrative Agent, the Issuing Bank, the Lenders, the Lead Arrangers, the Syndication Agent, the Documentation Agents and their respective Affiliates and their and their Affiliates’ respective subsidiaries, parents, shareholders, partners, officers, directors, employees, agents, attorneys, heirs, successors and assigns, both present and former (collectively, the “Released Parties”) from any and all claims, actions, causes of action, defenses, suits, controversies, damages, judgments and demands whatsoever, asserted or unasserted, in contract, tort, law, equity or otherwise (collectively, “Claims”) which the Borrower has or may have against any of the Released Parties by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the date hereof that in any way may arise out of, be connected to or in any other way be related to any of the Loan Documents, including but not limited to any Claim that relates to, in whole or in part, directly or indirectly, (a) the making or administration of the Loans or Letters of Credit, (b) any such Claims based on fraud, mistake, duress, usury or misrepresentation, or any other Claim based on so-called “lender liability” theories, (c) any actions or omissions of any of the Administrative Agent, the Issuing Bank, any Lender or any other Released Party in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or available under Applicable Law or otherwise, (d) lost profits, (e) loss of business opportunity, (f) increased financing costs, (g) increased legal or other administrative fees or (h) damages to business reputation.  Furthermore, the Borrower hereby covenants and agrees not to bring, commence, prosecute, maintain, or cause or permit to be brought, commenced, prosecuted or maintained, any suit or action, either at law or in equity, in any court or before any other administrative or judicial authority, regarding any cause of action or other Claim the Borrower may have against any of the Administrative Agent, the Issuing Bank, any Lender or any other Released Party arising out of, in connection with or in any way relating to any of the Loan Documents or otherwise.

Section 11.  No Third Party Beneficiaries.  No Person other than the Borrower, the Administrative Agent, the Issuing Bank and the Lenders is intended to be a beneficiary hereof and no

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Person other than the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall be authorized to rely upon the contents of this Agreement.

Section 12.  Entire Agreement. This Agreement and the other Loan Documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof.

Section 13.  Loan Document.  This Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement.

Section 14.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 15.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means).  It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart.  All counterparts shall collectively constitute a single document.  It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

Section 16.  Amendments.  This Agreement may not be amended except in a writing signed by the applicable Lenders required under the terms of the Credit Agreement, the Administrative Agent and the Borrower.

Section 17.  Definitions.  All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.  The following terms shall have the following meanings for purposes of this Agreement:

“Asset Disposition” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Net Cash Proceeds” means, with respect to an Asset Disposition, (a)  all cash and Cash Equivalents received in connection with such Asset Disposition (including any cash and Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) minus (b) the sum of (i) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by any of the assets subject to such Asset Disposition and is required to be repaid (or defeased with cash proceeds from such Asset Disposition) in connection with such Asset Disposition, (ii) reasonable out-of-pocket fees and expenses (including attorneys’ fees, investment banking or defeasance fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) incurred by the Borrower or any Subsidiary in connection with such Asset Disposition, (iii) taxes paid or reasonably estimated to be payable in connection with such Asset Disposition and (iv) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP; provided that (x) no net cash

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proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $10,000,000 in the aggregate and (y) no such net cash proceeds shall constitute Net Cash Proceeds until the aggregate amount of all such net cash proceeds from Asset Dispositions effected after the date of this Agreement shall exceed $20,000,000.

“Unrestricted Cash” means cash and Cash Equivalents held by the Borrower and its Subsidiaries other than tenant deposits and other cash and Cash Equivalents that are subject to a Lien or a Negative Pledge (other than pursuant to the Credit Agreement or the Term Loan Agreement) or the disposition of which is restricted in any way.

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Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank, Swingline Lender and a Lender
By:	/s/ D. Bryan Gregory
Name:			D. Bryan Gregory
Title:		Director

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BANK OF AMERICA, N.A., as a Lender
By:	/s/ Cheryl Sneor
Name:			Cheryl Sneor
Title:		Vice President

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REGIONS BANK, as a Lender
By:	/s/ Michael R. Mellott
Name:			Michael R. Mellott
Title:		Director

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ROYAL BANK OF CANADA, as a Lender
By:	/s/ Dan LePage
Name:			Dan LePage
Title:		Authorized Signatory

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MIZUHO BANK, LTD., as a Lender
By:	/s/ Noel Purcell
Name:			Noel Purcell
Title:		Authorized Signatory

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PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ John R. Roach, Jr.
Name:			John R. Roach, Jr.
Title:		Vice President

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TD BANK, N.A., as a Lender
By:	/s/ Paula Mello
Name:			Paula Mello
Title:		Vice President

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COMPASS BANK, as a Lender
By:	/s/ S. Kent Gorman
Name:			S. Kent Gorman
Title:		Senior Vice President

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SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:	/s/ Ryuichi Nishizawa
Name:			Ryuichi Nishizawa
Title:		Managing Director

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THE BANK OF NEW YORK MELLON, as a Lender
By:	/s/ Helga Blum
Name:			Helga Blum
Title:		Managing Director

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BRANCH BANKING AND TRUST COMPANY, as a Lender
By:	/s/ Steve Whitcomb
Name:			Steve Whitcomb
Title:		Senior Vice President

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CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Frederick H. Denecke
Name:			Frederick H. Denecke
Title:		Senior Vice President

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:	/s/ Charles Stewart
Name:			Charles Stewart
Title:		Director

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COMERICA BANK, as a Lender
By:	/s/ Casey L. Stevenson
Name:			Casey L. Stevenson
Title:		Vice President

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U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ David Heller
Name:			David Heller
Title:		Senior Vice President

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UNION BANK, N.A., as a Lender
By:	/s/ John Feeney
Name:			John Feeney
Title:		Senior Director

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FIRST HAWAIIAN BANK, as a Lender
By:	/s/ Derek Chang
Name:			Derek Chang
Title:		Vice President

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HUNTINGTON NATIONAL BANK, as a Lender
By:	/s/ Marla S. Bergrin
Name:			Marla S. Bergrin
Title:		Vice President

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CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender
By:	/s/ Eric Y.S. Tsai
Name:			Eric Y.S. Tsai
Title:		Vice President & General Manager

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RBS CITIZENS, N.A., as a Lender
By:	/s/ Craig Aframe
Name:			Craig Aframe
Title:		Vice President

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CITIBANK, N.A., as a Lender
By:	/s/ John Rowland
Name:			John Rowland
Title:		Vice President

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MORGAN STANLEY BANK, N.A., as a Lender
By:	/s/ Nick Zangari
Name:			Nick Zangari
Title:		Authorized Signatory

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UBS AG, Stamford Branch, as a Lender
By:	/s/ Jennifer Anderson
Name:			Jennifer Anderson
Title:		Associate Director
By:	/s/ Lisa Murray
Name:			Lisa Murray
Title:		Associate Director

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Acknowledged and accepted:

COMMONWEALTH REIT

By: /s/ John C. Popeo                             

Name: John C. Popeo

Title: Treasurer and Chief Financial Officer

ASA PROPERTIES TRUST

BLUE DOG LLC

BLUE DOG PROPERTIES TRUST

CANDLER ASSOCIATES, L.L.C.

CANDLER PROPERTY TRUST

CW LA PROPERTIES TRUST

CW NOM LLC

FIRST ASSOCIATES LLC

HAWAII 2X5 O PROPERTIES TRUST

HRPT LENEXA PROPERTIES TRUST

HUB ACQUISITION TRUST

HUB MADRONE PROPERTIES LLC

HUB MID-WEST LLC

HUB PROPERTIES GA LLC

HUB PROPERTIES TRUST

HUB REALTY FUNDING, INC.

INDEMNITY COLLECTION CORPORATION

OSCAR PROPERTIES TRUST

By: /s/ John C. Popeo                               

Name: John C. Popeo

Title: Treasurer and Chief Financial Officer

HRPT MEDICAL BUILDINGS REALTY TRUST

HUB MA REALTY TRUST

MOB REALTY TRUST

PUTNAM PLACE REALTY TRUST

By: /s/ John C. Popeo                             

Name: John C. Popeo

Title: Trustee

Schedule 1

Additional Specified Events of Default

1.An Event of Default under Section 10.1.(b)(ii) of the Credit Agreement resulting from the failure of the quarterly financial statements to be provided by the Borrower under Section 8.1. of the Credit Agreement, and the Compliance Certificate to be provided by the Borrower with such financial statements pursuant to Section 8.3. of the Credit Agreement, to be certified or executed, as applicable, by the Borrower’s chief financial officer or chief accounting officer, in each case solely as a result of the removal of the Board of Trustees of the Borrower.

2.An Event of Default under Section 10.1.(b)(i) of the Credit Agreement resulting from the failure of the Borrower to provide notice to the Administrative Agent pursuant to Section 8.4.(h) of the Credit Agreement of the occurrence of any Event of Default (or Default that will become an Event of Default) described in the immediately preceding paragraph 1.

3.An Event of Default under Section 10.1.(d)(iii) of the Credit Agreement resulting solely from the existence or occurrence of any of the Specified Events of Default (as defined in the Term Loan Forbearance Agreement).

Schedule 2

Permitted Dispositions

Address	City	State	Owner
18705-18715 Madrone Pkwy.	Morgan Hill	CA	Hub Madrone Properties LLC
18735 Madrone Pkwy.	Morgan Hill	CA	Hub Madrone Properties LLC
25 Center Street	Stafford	VA	CW Stafford I Properties Trust
24 Center Street	Stafford	VA	CW Stafford II Properties Trust
16 Center Street	Stafford	VA	CW Stafford III Properties Trust
10 Center Street	Stafford	VA	CW Stafford IV Properties Trust

EX-10.2

Exhibit 10.2

FORBEARANCE AGREEMENT REGARDING TERM LOAN AGREEMENT

THIS FORBEARANCE AGREEMENT REGARDING TERM LOAN AGREEMENT is made as of April 11, 2014 (this “Agreement”) with reference to that certain Term Loan Agreement dated as of December 16, 2010 (as amended and as in effect immediately prior to the effectiveness of this Agreement, the “Term Loan Agreement”), among CommonWealth REIT, a real estate investment trust organized under the laws of the State of Maryland (the “Borrower”), the lenders parties thereto (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and certain other parties.

WHEREAS, the Borrower has notified the Administrative Agent and the Lenders that an Event of Default has occurred under Section 10.1.(l)(ii) of the Term Loan Agreement as a result of the entire Board of Trustees being removed without cause pursuant to shareholder written consents (the “Change of Control Event of Default”);

WHEREAS, the Borrower desires that the Administrative Agent and the Lenders forbear from exercising certain remedies available to them under the Loan Documents subject to the terms of this Agreement; and

WHEREAS, subject to the terms and conditions contained herein, the Administrative Agent and the Lenders are willing to forbear from exercising certain remedies available to them solely as a result of the existence of the Change of Control Event of Default or the occurrence of any of the Events of Default described on Schedule 1 attached hereto (together with the Change of Control Event of Default, the “Specified Events of Default”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows:

Section 1.  Agreement to Forbear.  Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders each agrees that during the Forbearance Period (as defined below) it will not, solely by reason of the existence of the Change of Control Event of Default or the occurrence of any other Specified Event of Default exercise any of the following rights or remedies available to the Administrative Agent or any of the Lenders under or in respect of the Term Loan Agreement or the other Loan Documents:

(a)        the right to declare (i) the principal of, and accrued interest on, the Loans and the Notes and (ii) all of the other Obligations, to be due and payable; and

(b)        subject to the immediately following paragraph, the right to require that any or all of the Obligations bear interest at the Post-Default Rate.

The Borrower acknowledges that during the period from the date of this Agreement until the date 45 days after the date of this Agreement (or such longer period as the Requisite Lenders may agree in their sole discretion), the Administrative Agent and the Lenders may meet or have discussions with individuals who may become members of the Borrower’s Board of Trustees or the Borrower’s senior management, among other things, to allow such individuals to make presentations regarding their business plans for the Borrower.  The Borrower consents to the Administrative Agent and the Lenders participating in such meetings and discussions.  If they so elect in their sole discretion, the Requisite Lenders may, following any such meetings or discussions or in any event the end of such period, by written notice from the Administrative Agent to the Borrower, elect, effective upon the giving of such notice, to apply the Post-

Default Rate to any or all of the outstanding Obligations regardless of whether such Obligations have not been paid when due.  Failure of the Requisite Lenders to provide such notice shall not constitute a waiver of their right to impose the Post-Default Rate of interest at any other time.

Section 2.  Duration of Forbearance Period.  The agreement of the Administrative Agent and the Lenders contained in the immediately preceding Section shall remain in effect during the period (the “Forbearance Period”) from the date this Agreement first becomes effective in accordance with Section 4 below to the first to occur of the following:

(a)        5:00 p.m. Eastern time on July 10, 2014;

(b)        5:00 p.m. Eastern time on the date 21 calendar days following the date on which the shareholders of the Borrower elect a replacement Board of Trustees;

(c)        any Event of Default (other than any of the Specified Events of Default);

(d)        the Borrower permits the aggregate amount of Unrestricted Cash to be less than (i) $150,000,000 plus (ii) 80.0% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries after the date hereof from any Asset Dispositions;

(e)        the Borrower exercises its Repurchase Right (as defined in Articles Supplementary (the “Series D Preferred Designation”) for the Borrower’s 6-1/2% Series D Cumulative Convertible Preferred Shares (the “Series D Preferred Shares”)); or

(f)        the Borrower shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in this Agreement and the Administrative Agent, at the direction of the Requisite Lenders, shall have given the Borrower written notice that the Forbearance Period has terminated because of such failure.

Upon the termination of the Forbearance Period, the Administrative Agent and the Lenders shall have, and may exercise from time to time, any and all of the rights and remedies available to them under the Loan Documents, Applicable Law or otherwise as a consequence of any Default or Event of Default then in existence, without further notice or demand.

Section 3.  Acknowledgment of Borrower.  The Borrower acknowledges that because an Event of Default exists, the Borrower may not request, and the Administrative Agent and the Lenders shall not be obligated to permit, the Continuation of any LIBOR Loans or the Conversion of any Base Rate Loans into LIBOR Loans.

Section 4.  Conditions Precedent.  The effectiveness of this Agreement (other than Section 10 below which shall become effective upon the Borrower’s execution and delivery of a counterpart of this Agreement to the Administrative Agent) is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)        a counterpart of this Agreement duly acknowledged and agreed by the Borrower and the Guarantors, and executed and delivered by the Administrative Agent and Lenders constituting the Requisite Lenders;

(b)        receipt by the Administrative Agent of the fees payable under Section 6 below and evidence that all other fees, expenses and reimbursement amounts due and payable to the Administrative

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Agent, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

(c)        projected statements of cash flow for the Borrower and its Subsidiaries for the immediately following two fiscal quarters, which may be subject to reasonable assumptions and qualifications;

(d)        evidence that a forbearance arrangement (the “Credit Agreement Forbearance Agreement”) upon substantially the same terms and conditions as this Agreement has been entered into with respect to that certain Credit Agreement dated as of August 9, 2010 by and among the Borrower, the financial institutions party thereto as “Lenders”, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties thereto (as amended and in effect on the date hereof, the “Credit Agreement”); and

(e)        such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 5.  Certain Permitted Dispositions; Conversion, etc. of Series D Preferred Shares.  The Lenders agree that during the Forbearance Period the existence of the Change of Control Event of Default and the occurrence of any of the other Specified Events of Default shall not (i) prohibit the Borrower, any other Loan Party or any other Subsidiary from conveying, selling, transferring or otherwise disposing of any of the Properties identified on Schedule 2 attached hereto otherwise permitted under Section 9.4.(a) of the Term Loan Agreement or (ii) prohibit the Borrower from issuing its common shares, or from paying cash in lieu of issuing fractional common shares, in each case solely in connection with the exercise by a holder, in accordance with the Series D Preferred Designation, of its right to convert its Series D Preferred Shares into common shares of the Borrower.

Section 6.  Forbearance Fee.  As provided in Section 4(b) above, it is a condition to the effectiveness of this Agreement that the Borrower pay to the Administrative Agent for the account of each Lender executing and delivering this Agreement prior to the satisfaction or waiver of the other conditions precedent in Section 4 above a fee equal to 0.05% of the outstanding principal amount of such Lender’s Loan.

Section 7.  No Waiver.  Neither the existence of this Agreement nor the agreement of the Administrative Agent and the Lenders to forbear as provided herein is, nor shall either be deemed or construed in any way to be, a waiver of any Default or Event of Default, including without limitation, the Change of Control Event of Default or any of the other Specified Events of Default should they occur.

Section 8.  Understandings.  This Agreement is given upon the condition that (a) this Agreement is understood to be in the nature of an interim arrangement among the Administrative Agent, the Lenders and the Borrower, (b) none of the Administrative Agent and the Lenders has given any assurance that it will provide a waiver of the Change of Control Event of Default, any of the other Specified Events of Default or any other Default or Event of Default and (c) none of the Administrative Agent and the Lenders has given any assurance that it will or is under any obligation to extend, and in its sole and absolute discretion may refuse to extend, its forbearance beyond the Forbearance Period.

Section 9.  Effect.  The terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect.  The Term Loan Agreement is hereby ratified and confirmed in all respects.  Except as expressly provided in this Agreement, nothing in this Agreement shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or

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the Lenders under the Term Loan Agreement, any other Loan Document, Applicable Law or otherwise.  No failure or delay by the Administrative Agent, the Lenders or any one of them in exercising any right, power or privilege under any Loan Document, or any other action taken or not taken or statement made, during the period prior to the date hereof or during the Forbearance Period shall operate as a waiver thereof or obligate the Administrative Agent or any Lender to agree to an extension of the forbearance provided hereby or any waiver under or amendment to any Loan Document.

Section 10.  Release of Claims.  Notwithstanding the failure of any condition precedent set forth in Section 4 above to be satisfied, the Borrower hereby forever releases and forever discharges the Administrative Agent, the Lenders, the Lead Arrangers, the Syndication Agents and their respective Affiliates and their and their Affiliates’ respective subsidiaries, parents, shareholders, partners, officers, directors, employees, agents, attorneys, heirs, successors and assigns, both present and former (collectively, the “Released Parties”) from any and all claims, actions, causes of action, defenses, suits, controversies, damages, judgments and demands whatsoever, asserted or unasserted, in contract, tort, law, equity or otherwise (collectively, “Claims”) which the Borrower has or may have against any of the Released Parties by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the date hereof that in any way may arise out of, be connected to or in any other way be related to any of the Loan Documents, including but not limited to any Claim that relates to, in whole or in part, directly or indirectly, (a) the making or administration of the Loans, (b) any such Claims based on fraud, mistake, duress, usury or misrepresentation, or any other Claim based on so-called “lender liability” theories, (c) any actions or omissions of any of the Administrative Agent, any Lender or any other Released Party in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or available under Applicable Law or otherwise, (d) lost profits, (e) loss of business opportunity, (f) increased financing costs, (g) increased legal or other administrative fees or (h) damages to business reputation.  Furthermore, the Borrower hereby covenants and agrees not to bring, commence, prosecute, maintain, or cause or permit to be brought, commenced, prosecuted or maintained, any suit or action, either at law or in equity, in any court or before any other administrative or judicial authority, regarding any cause of action or other Claim the Borrower may have against any of the Administrative Agent, any Lender or any other Released Party arising out of, in connection with or in any way relating to any of the Loan Documents or otherwise.

Section 11.  No Third Party Beneficiaries.  No Person other than the Borrower, the Administrative Agent and the Lenders is intended to be a beneficiary hereof and no Person other than the Borrower, the Administrative Agent and the Lenders shall be authorized to rely upon the contents of this Agreement.

Section 12.  Entire Agreement. This Agreement and the other Loan Documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof.

Section 13.  Loan Document.  This Agreement shall constitute a “Loan Document” for all purposes of the Term Loan Agreement.

Section 14.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 15.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be

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effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means).  It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart.  All counterparts shall collectively constitute a single document.  It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

Section 16.  Amendments.  This Agreement may not be amended except in a writing signed by the applicable Lenders required under the terms of the Term Loan Agreement, the Administrative Agent and the Borrower.

Section 17.  Definitions.  All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement.  The following terms shall have the following meanings for purposes of this Agreement:

“Asset Disposition” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Net Cash Proceeds” means, with respect to an Asset Disposition, (a)  all cash and Cash Equivalents received in connection with such Asset Disposition (including any cash and Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) minus (b) the sum of (i) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by any of the assets subject to such Asset Disposition and is required to be repaid (or defeased with cash proceeds from such Asset Disposition) in connection with such Asset Disposition, (ii) reasonable out-of-pocket fees and expenses (including attorneys’ fees, investment banking or defeasance fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) incurred by the Borrower or any Subsidiary in connection with such Asset Disposition, (iii) taxes paid or reasonably estimated to be payable in connection with such Asset Disposition and (iv) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $10,000,000 in the aggregate and (y) no such net cash proceeds shall constitute Net Cash Proceeds until the aggregate amount of all such net cash proceeds from Asset Dispositions effected after the date of this Agreement shall exceed $20,000,000.

“Unrestricted Cash” means cash and Cash Equivalents held by the Borrower and its Subsidiaries other than tenant deposits and other cash and Cash Equivalents that are subject to a Lien or a Negative Pledge (other than pursuant to the Credit Agreement or the Term Loan Agreement) or the disposition of which is restricted in any way.

[Signatures on Following Page]

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[Signature Page to Forbearance Agreement Regarding Term Loan Agreement

for CommonWealth REIT]

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender
By:	/s/ D. Bryan Gregory
Name:			D. Bryan Gregory
Title:		Director

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REGIONS BANK, as a Lender
By:	/s/ Michael R. Mellott
Name:			Michael R. Mellott
Title:		Director

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ROYAL BANK OF CANADA, as a Lender
By:	/s/ Dan LePage
Name:			Dan LePage
Title:		Authorized Signatory

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COMPASS BANK, as a Lender
By:	/s/ S. Kent Gorman
Name:			S. Kent Gorman
Title:		Senior Vice President

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U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ David Heller
Name:			David Heller
Title:		Senior Vice President

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PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ John R. Roach, Jr.
Name:			John R. Roach, Jr.
Title:		Vice President

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:	/s/ Charles Stewart
Name:			Charles Stewart
Title:		Director

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CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Frederick H. Denecke
Name:			Frederick H. Denecke
Title:		Senior Vice President

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UNION BANK, N.A., as a Lender
By:	/s/ John Feeney
Name:			John Feeney
Title:		Senior Director

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BRANCH BANKING AND TRUST COMPANY, as a Lender
By:	/s/ Steve Whitcomb
Name:			Steve Whitcomb
Title:		Senior Vice President

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TD BANK, N.A., as a Lender
By:	/s/ Paula Mello
Name:			Paula Mello
Title:		Vice President

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FIRST HAWAIIAN BANK, as a Lender
By:	/s/ Derek Chang
Name:			Derek Chang
Title:		Vice President

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COMERICA BANK, as a Lender
By:	/s/ Casey L. Stevenson
Name:			Casey L. Stevenson
Title:		Vice President

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SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:	/s/ Ryuichi Nishizawa
Name:			Ryuichi Nishizawa
Title:		Managing Director

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HUNTINGTON NATIONAL BANK, as a Lender
By:	/s/ Michael D. Mitro
Name:			Michael D. Mitro
Title:		Senior Vice President

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Acknowledged and accepted:
COMMONWEALTH REIT
By:	/s/ John C. Popeo
	Name: John C. Popeo
	Title: Treasurer and Chief Financial Officer
ASA PROPERTIES TRUST
BLUE DOG LLC
BLUE DOG PROPERTIES TRUST
CANDLER ASSOCIATES, L.L.C.
CANDLER PROPERTY TRUST
CW LA PROPERTIES TRUST
CW NOM LLC
FIRST ASSOCIATES LLC
HAWAII 2X5 O PROPERTIES TRUST
HRPT LENEXA PROPERTIES TRUST
HUB ACQUISITION TRUST
HUB MADRONE PROPERTIES LLC
HUB MID-WEST LLC
HUB PROPERTIES GA LLC
HUB PROPERTIES TRUST
HUB REALTY FUNDING, INC.
INDEMNITY COLLECTION CORPORATION
OSCAR PROPERTIES TRUST
By:	/s/ John C. Popeo
	Name: John C. Popeo
	Title: Treasurer and Chief Financial Officer
HRPT MEDICAL BUILDINGS REALTY TRUST
HUB MA REALTY TRUST
MOB REALTY TRUST
PUTNAM PLACE REALTY TRUST
By:	/s/ John C. Popeo
	Name: John C. Popeo
	Title: Trustee

Schedule 1

Additional Specified Events of Default

1.An Event of Default under Section 10.1.(b)(ii) of the Term Loan Agreement resulting from the failure of the quarterly financial statements to be provided by the Borrower under Section 8.1. of the Term Loan Agreement, and the Compliance Certificate to be provided by the Borrower with such financial statements pursuant to Section 8.3. of the Term Loan Agreement, to be certified or executed, as applicable, by the Borrower’s chief financial officer or chief accounting officer, in each case solely as a result of the removal of the Board of Trustees of the Borrower.

2.An Event of Default under Section 10.1.(b)(i) of the Term Loan Agreement resulting from the failure of the Borrower to provide notice to the Administrative Agent pursuant to Section 8.4.(h) of the Term Loan Agreement of the occurrence of any Event of Default (or Default that will become an Event of Default) described in the immediately preceding paragraph 1.

3.An Event of Default under Section 10.1.(d)(iii) or 10.1.(d)(iv) of the Term Loan Agreement resulting solely from the existence or occurrence of any of the Specified Events of Default (as defined in the Credit Agreement Forbearance Agreement).

Schedule 2

Permitted Dispositions

Address	City	State	Owner
18705-18715 Madrone Pkwy.	Morgan Hill	CA	Hub Madrone Properties LLC
18735 Madrone Pkwy.	Morgan Hill	CA	Hub Madrone Properties LLC
25 Center Street	Stafford	VA	CW Stafford I Properties Trust
24 Center Street	Stafford	VA	CW Stafford II Properties Trust
16 Center Street	Stafford	VA	CW Stafford III Properties Trust
10 Center Street	Stafford	VA	CW Stafford IV Properties Trust

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President, Investor Relations, or

Jason Fredette, Director, Investor Relations

(617) 796-8222

www.cwhreit.com

CommonWealth REIT Sends Notice to Series D Preferred Shareholders

Regarding Fundamental Change Conversion Right

Newton, MA (April 9, 2014): CommonWealth REIT (NYSE: CWH) today mailed the following notice to holders of CWH’s 6-1/2% Series D Cumulative Convertible Preferred Shares (“Series D Preferred Shares”) informing them of their right to convert such shares into CWH common shares of beneficial interest as a result of the occurrence of a Fundamental Change (as defined in the terms of the Series D Preferred Shares), which right must be exercised at any time on or before the close of business on May 14, 2014.

April 9, 2014

VIA FIRST CLASS MAIL

Holders of CommonWealth REIT 6-1/2% Series D Cumulative Convertible Preferred Shares

c/o Depository Trust Company, Newport Office

570 Washington Blvd.

Jersey City, NJ 07310

and

Wells Fargo Shareowner Services

1110 Centre Pointe Curve

Suite 101

Mendota Heights, MN 55120-4100

RE:Notice of Fundamental Change and Right to Convert

Ladies and Gentlemen:

Reference is hereby made to the Articles Supplementary of CommonWealth REIT, a Maryland real estate investment trust (the “Company”), dated as of October 10, 2006 (the “Articles”), for the Company’s 6-1/2% Series D Cumulative Convertible Preferred Shares (CUSIP No. 203233408) (the “Series D Preferred Shares”). Capitalized terms used but not otherwise defined in this notice are used with the meanings ascribed to such terms in the Articles. A copy of the Articles was included as an exhibit to the

Company’s Current Report on Form 8-K, filed with the United States Securities and Exchange Commission (the “SEC”) on October 11, 2006, which is available on the SEC’s website at www.sec.gov.

The Company hereby notifies the holders of the Series D Preferred Shares, pursuant to Section 10(e) of the Articles, that the removal, without cause, of the Company’s entire Board of Trustees by written consent constituted a Change in Control and a Fundamental Change under Section 15 of the Articles with the Effective Date of the Fundamental Change of March 25, 2014. As a result, the Series D Preferred Shares are convertible at the option of the holders thereof at the Fundamental Change Conversion Rate (as defined below) pursuant to Section 10(a) of the Articles at any time after the Company gives this notice until the close of business on May 14, 2014 (the “Fundamental Change Conversion Date”). The Fundamental Change Conversion Date is the last date upon which holders of the Series D Preferred Shares may exercise their Fundamental Change Conversion Right.  A conversion of Series D Preferred Shares pursuant to the Fundamental Change Conversion Right which has been properly exercised and for which the notice of exercise has not been withdrawn shall be deemed to have been made at the close of business on the Fundamental Change Conversion Date. The terms of the conversion of the Series D Preferred Shares summarized herein are more fully set forth in the Articles, which you should review to fully understand your rights and obligations with respect to any conversion of the Series D Preferred Shares.

Holders of the Series D Preferred Shares now have a right to convert all or any portion of their respective Series D Preferred Shares on the Fundamental Change Conversion Date into a number of Common Shares per $25.00 liquidation preference of the Series D Preferred Shares equal to such liquidation preference plus accrued and unpaid dividends to, but not including, the Fundamental Change Conversion Date divided by 98% of the Market Price of Common Shares (such rate of conversion, the “Fundamental Change Conversion Rate”). Holders exercising the Fundamental Change Conversion Right will receive cash in lieu of fractional Common Shares issuable upon such conversion. Pursuant to Section 15 of the Articles, the Market Price is calculated as the average of the Closing Sale Prices of the Common Shares for the five (5) consecutive Trading Days ending on the third Trading Day prior to the Fundamental Change Conversion Date, appropriately adjusted to take into account the occurrence, during the period commencing on the first Trading Day of such five Trading Day period and ending on the Fundamental Change Conversion Date, of any event described in Section 8 of the Articles. In no event shall the Market Price be less than $0.01, subject to adjustment for share splits and combinations, reclassification and similar events. As a result of restrictions under its term loan and revolving credit facility agreements, the Company has not exercised its Repurchase Right with respect to any of the Series D Preferred Shares.

If your Series D Preferred Shares are held in the name of a brokerage firm, bank, nominee or other institution through the Depositary Trust Company (“DTC”) in global form, you should provide instructions to your broker, bank, nominee or other institution to comply with the procedures of DTC in order to elect to convert your Series D Preferred Shares pursuant to the Fundamental Change Conversion Right on or before the close of business on the Fundamental Change Conversion Date.  As of the date of this Notice, all of the Series D Preferred Shares are held through DTC.

If you are a record holder of the Series D Preferred Shares, to exercise the Fundamental Change Conversion Right, you must surrender to the Transfer/Conversion Agent, Wells Fargo Shareowner Services at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120-4100 (Tel: 1-800-468-9716), the certificate or certificates, if any, for the Series D Preferred Shares to be converted accompanied by a written notice specifying the name or names in which you wish the certificate or certificates for the Common

Shares, if any, to be issued or in which ownership of such Common Shares, if uncertificated, are to be registered, and stating:

(i)the Fundamental Change Conversion Date;

(ii)that you elect to convert all or a specified whole number of those Series D Preferred Shares pursuant to the Fundamental Change Conversion Right; and

(iii)that the Series D Preferred Shares are to be converted pursuant to the Fundamental Change Conversion Right provisions of the Series D Preferred Shares.

Alternatively, holders of Series D Preferred Shares for which the Fundamental Change Conversion Right has not been exercised, or for which a notice of the exercise of the Fundamental Change Conversion Right has been properly withdrawn, subject to and upon compliance with the provisions of Section 7 of the Articles, have the right and are eligible to, at their option, convert all or any portion of their outstanding Series D Preferred Shares, subject to certain conditions, into a number of fully paid and non-assessable Common Shares that are issuable at a Conversion Rate, adjusted for the Company’s 4-1 reverse stock split effective July 1, 2010, of 0.480775 Common Shares per $25.00 liquidation preference of the Series D Preferred Shares.  A holder of Series D Preferred Shares has the right to withdraw notice of the exercise of the Fundamental Change Conversion Right (in whole or in part) as to any Series D Preferred Shares by delivery of a written notice of withdrawal to the Transfer/Conversion Agent prior to the close of business on the Business Day immediately preceding the Fundamental Change Conversion Date.  If your Series D Preferred Shares are held in the name of a brokerage firm, bank, nominee or other institution through the DTC, you may provide instructions to your broker, bank, nominee or other institution to deliver such withdrawal notice on your behalf.  The withdrawal notice shall identify the name of the holder, indicate that such holder is withdrawing its election to exercise its Fundamental Change Conversion Right and must state: (i) the number of Series D Preferred Shares being withdrawn; (ii) if certificated shares have been issued, the certificate number(s) of the Series D Preferred Shares being withdrawn; and (iii) the number, if any, of the Series D Preferred Shares that remain subject to the prior submitted conversion notice.

Sincerely,
COMMONWEALTH REIT
By:	/s/ Jennifer B. Clark
Name:	Jennifer B. Clark
Title:	Secretary

Contacts

CommonWealth REIT

Timothy Bonang, 617-796-8222

Vice President, Investor Relations

or

Jason Fredette, 617-796-8222

Director, Investor Relations

www.cwhreit.com

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