1456772--2/22/2010--Government_Properties_Income

related topics

{investment, property, distribution}

{loan, real, estate}

{interest, director, officer}

{tax, income, asset}

{acquisition, growth, future}

{stock, price, operating}

{provision, law, control}

{debt, indebtedness, cash}

{stock, price, share}

{loss, insurance, financial}

Risks Related to Our Business We may be unable to identify additional properties to acquire and grow our business. We may be unable to access the capital necessary to repay debts, invest in our properties or fund acquisitions. Our acquisitions may not be successful. The U.S. Government's "green lease" policies may adversely affect us. We may be unable to lease our properties when our leases expire. When we renew leases or lease to new tenants our rents may decline and our expenses may increase. Some government tenants have the right to terminate their leases prior to their lease expiration date. An increase in the amount of government owned real estate may adversely affect us. We currently have a concentration of properties in the DC metro area and are exposed to changes in market conditions in this area. Our failure or inability to meet certain terms of our secured revolving credit facility would adversely affect our business and may prevent our paying distributions to you. Amounts recoverable under our leases for increased operating costs may be less than the actual increased costs. Increasing interest rates may adversely affect us and the value of your investment in our securities. Real estate ownership creates risks and liabilities. Acquisition and ownership of real estate is subject to environmental and climate change risks. Risks Related to Our Relationships with HRP and RMR As long as HRP retains significant ownership of us, your ability to influence matters requiring shareholder approval will be limited. HRP's ability to sell its ownership stake in us and speculation about such possible sales may adversely affect the market price of our Shares. Our management structure and our manager's other activities may create conflicts of interest. Our management agreements with RMR were negotiated between affiliated parties and may not be as favorable to us as they would have been if negotiated between unaffiliated parties. Our management agreements with RMR may discourage our change of control. The potential for conflicts of interest as a result of our management structure may provoke dissident shareholder activities that result in significant costs. Provisions in the transaction agreement and our management agreements with RMR may restrict our investment activities and create conflicts of interest. We depend upon RMR to manage our business and implement our growth strategy. Risks Related to Our Organization and Structure Ownership limitations and anti-takeover provisions in our Declaration of Trust and Bylaws, as well as certain provisions of Maryland law, may prevent our shareholders from receiving a takeover premium or implementing beneficial changes. Our rights and the rights of our shareholders to take action against our trustees and officers are limited. Disputes with HRP and RMR and shareholder litigation against us or our trustees and officers may be referred to arbitration proceedings. We may change our operational and investment policies without shareholder approval. Risks Related to Our Taxation Our failure to qualify or remain qualified for taxation as a REIT for U.S. federal income tax purposes could have significant adverse consequences. Distributions to shareholders generally will not qualify for reduced tax rates. Risks Related to Our Securities There is no assurance that we will continue to make distributions. Our audited financial statements may not be representative of our results as an independent public company.

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1456772--2/22/2010--Government_Properties_Income_Trust