**Exhibit 10.40**

 

**FIRST AMENDMENT TO**

**PURCHASE AND SALE AGREEMENT**

 

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”)is made and entered into as of the 9th day of July, 2008 by andbetween **HUB PROPERTIES TRUST**, aMaryland real estate investment trust (“Seller”), and **SENIOR HOUSING PROPERTIES TRUST**, a Marylandreal estate investment trust (“Purchaser”).

 

**WITNESSETH:**

 

WHEREAS, Seller and Purchaser entered into that certain Purchase andSale Agreement, dated as of May 5, 2008 (the “Agreement”), withrespect to the purchase and sale of certain real property and other propertyknown as Brittonfield II and Brittonfield III and located at 5008 BrittonfieldParkway, East Syracuse, New York, all as more particularly described in theAgreement; and

 

WHEREAS, Seller and Purchaser desire to amend the Agreement toaccelerate the Closing Date and change the definition of “Title Company”, inaccordance with the terms of this Amendment;

 

NOW, THEREFORE, in consideration of theforegoing and for other good and valuable consideration, the receipt andadequacy of which are hereby acknowledged, and intending to be legally bound,the parties hereto agree as follows:

 

**1.****            ****Defined Terms****.**  Termsused in this Amendment, but not otherwise defined herein, shall have the meaningsgiven to them in the Agreement.

 

**2.****            ****Title Company Definition**. Section 1.19 of the Agreement ishereby amended by deleting “Lawyers Title Insurance Corporation” and inserting “StewartTitle Guaranty Company” in its place.

 

**3.****            ****Closing Date Acceleration**.  Section 2.2of the Agreement is hereby amended by deleting the date “November 27, 2008”from the first sentence thereof and inserting the date “July 9, 2008” inits place.

 

**4.****            ****Agreement Provisions**.  Allprovisions of the Agreement, as amended by this Amendment, are hereby ratifiedand confirmed and remain in full force and effect.

 

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**5.****            ****Multiple Counterparts**.  ThisAmendment may be executed in a number of identical counterparts.  If so executed, each counterpart is to bedeemed 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 deemedoriginal documents for all purposes.

 

**6.****            ****Non-Liability of Trustees ofSeller**.  The Declaration of Trust of Seller, a copy ofwhich is duly filed with the Department of Assessments and Taxation of theState of Maryland, provide that the name “Hub Properties Trust” refers to thetrustees under such Declaration of Trust collectively as trustees, but notindividually or personally, and that no trustee, officer, shareholder, employeeor agent of Seller shall be held to any personal liability, jointly orseverally, for any obligation of, or claim against, Seller, as the case maybe.  All persons dealing with Seller inany way shall look only to the assets of Seller for the payment of any sum orthe performance of any obligation.

 

**7.****            ****Non-Liability of Trustees ofPurchaser**.  The Declaration of Trust of Purchaser, a copyof which is duly filed with the Department of Assessments and Taxation of theState 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 Purchaser shall be held to any personal liability, jointlyor severally, for any obligation of, or claim against, Purchaser.  All persons dealing with Purchaser in any wayshall look only to the assets of Purchaser for the payment of any sum or theperformance of any obligation.

 

**[Signature page follows.]**

 

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IN WITNESS WHEREOF, the parties hereto have duly executed thisAmendment as of the date first above written.

 

 
|   | **SELLER:**                              |
|--------|------------------------------------------|
|   |                                     |
|   | **HUB PROPERTIES TRUST**,                |
|   | a Maryland real estate  investment trust |
|   |                                     |
|   |                                     |
|   | By:                                      | /s/ John A. Mannix |
|   |                                     | John A. Mannix |
|   |                                     | President |
|   |                                     |
|   | **PURCHASER:**                           |
|   |                                     |
|   | **SENIOR HOUSING PROPERTIES TRUST**,     |
|   | a Maryland real estate  investment trust |
|   |                                     |
|   |                                     |
|   | By:                                      | /s/ David  J. Hegarty |
|   |                                     | David J. Hegarty |
|   |                                     | President |

 

 

[SIGNATURE PAGE TO FIRSTAMENDMENT TO

PURCHASE AND SALE AGREEMENT]

 

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