Exhibit 10.42


 


FIRST AMENDMENT TO PURCHASE AGREEMENT


 


THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this
“Amendment”) is made as of January 26,  2009 by and between HRPT PROPERTIES TRUST, a Maryland real
estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate
investment trust (the “Purchaser”).


 


W I T N
E S S E T H


 


WHEREAS, the Seller and the Purchaser
executed a Purchase and Sale Agreement dated as of May 5, 2008 (the “Purchase
Agreement”), with respect to the Property (this and other capitalized terms
used and not otherwise defined herein shall have the meanings given such terms
in the Purchase Agreement) described in Exhibit A hereto; and


 


WHEREAS, the Seller and the Purchaser now
wish to amend the Purchase Agreement subject to and upon the terms and
conditions set forth herein;


 


NOW, THEREFORE, for good and valuable
consideration and in consideration of the mutual covenants of the parties
hereto, the mutual receipt and legal sufficiency of which is hereby acknowledged,
Landlord and Tenant hereby agree as follows:


 


Section 1.13 is hereby deleted in its entirety and
the following is inserted in substitution therefor:


 


1.13                              “Purchase Price” 
shall mean Nineteen Million Two Hundred Fifty Thousand Dollars
($19,250,000).


 


As amended hereby, the
Agreement is in full force and effect and is hereby ratified and confirmed.


 


3.                                       This Amendment may
be executed in a number of identical counterparts.  If so executed, each counterpart is to be
deemed an original for all purposes, and all such counterparts shall,
collectively, constitute one agreement. 
Such executed counterparts may be delivered by facsimile or by e-mail
(in .pdf format) and any such counterparts so delivered shall be deemed original
documents for all purposes.


 


4.                                       The Declaration of
Trust of the Seller, a copy of which is duly filed with the Department of
Assessments and Taxation of the State of Maryland, provides that the name “HRPT
Properties Trust” refers to the trustees under such Declaration of Trust
collectively as trustees, but not individually or personally, and that no
trustee, officer, shareholder, employee or agent of the Seller shall be held to
any personal liability, jointly or severally, for any obligation of, or claim
against, the Seller.  All persons dealing
with the Seller in any way shall look only to the assets of the Seller for the
payment of any sum or the performance of any obligation.


 


5.                                       The Declaration of
Trust of the Purchaser, a copy of which is duly filed with the Department of
Assessments and Taxation of the State of Maryland, provides that the name “Senior
Housing Properties Trust” refers to the trustees under such Declaration of
Trust collectively as trustees, but not individually or personally, and that no
trustee, officer, shareholder, employee or agent of the Purchaser shall be held
to any personal liability, jointly or severally, for any obligation of, or
claim against, the Purchaser.  All
persons dealing with the Purchaser in any way shall look only to the assets of
the Purchaser for the payment of any sum or the performance of any obligation.


 


[Signature
page follows.]


 

















 


IN WITNESS WHEREOF, the Seller and the
Purchaser have executed this Amendment under seal as of the date above first
written.


 


	
  WITNESS: 

  	
   

  	
  SELLER:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HRPT PROPERTIES TRUST,
  a Maryland real 

  estate investment trust 

  
	
  /s/ Judith A Stapleton

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John C. Popeo 

  
	
   

  	
   

  	
   

  	
         Name: John
  C. Popeo 

  
	
   

  	
   

  	
   

  	
         Its:
  Treasurer

  
	
   

  	
   

  	
   

  
	
  WITNESS: 

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENIOR HOUSING PROPERTIES TRUST 

  
	
   

  	
   

  	
   

  
	
  /s/ Judith A Stapleton

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Hegarty 

  
	
   

  	
   

  	
   

  	
         Name:
  David J. Hegarty 

  
	
   

  	
   

  	
   

  	
         Its:
  President

  



 

















 


EXHIBIT A


 


Address of
Property


 


15 North Broadway,
White Plains, New York