**Exhibit 10.38**

** **

**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 NORTHEAST MEDICAL ARTS CENTER LLC**,a Delaware limited liability company, (“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 Northeast Medical Arts Center andlocated at 2801 North Decatur Road, Decatur, Georgia, all as moreparticularly described in the Agreement; 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****.**  Terms used in this Amendment, but nototherwise defined herein, shall have the meanings given to them in theAgreement.

 

**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 “September 18,2008” from the first sentence thereof and inserting the date “July 9, 2008”in its place.

 

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

 

----

 

**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 of Purchaser**.  TheDeclaration of Trust of Purchaser, a copy of which is duly filed with theDepartment of Assessments and Taxation of the State of Maryland, provides thatthe name “Senior Housing Properties Trust” refers to the trustees under suchDeclaration of Trust collectively as trustees, but not individually orpersonally, and that no trustee, officer, shareholder, employee or agent ofPurchaser shall be held to any personal liability, jointly or severally, for anyobligation of, or claim against, Purchaser. All persons dealing with Purchaser in any way shall look only to theassets of Purchaser for the payment of any sum or the performance of anyobligation.

 

**[Signature page follows.]**

 

2

----

 

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

 

 
|   | **SELLER:**                                                                       |
|--------|-----------------------------------------------------------------------------------|
|   |                                                                              |   |
|   | **HUB NORTHEAST MEDICAL ARTS CENTER LLC**,  a  Delaware limited liability company |
|   |                                                                              |   |
|   |                                                                              |   |
|   | 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]

 

----