**E**xhibit 4.1

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**SUPPLEMENTAL INDENTURE NO. 4**

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**by and between**

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**SENIORHOUSING PROPERTIES TRUST**

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**and**

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**U.S. BANK NATIONAL ASSOCIATION**

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**As of April 9, 2010**

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**SUPPLEMENTAL TO THE INDENTUREDATED AS OF DECEMBER 20, 2001**

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**SENIORHOUSING PROPERTIES TRUST**

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**6.75% Senior Notes due 2020**

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This SUPPLEMENTAL INDENTURE NO. 4 (this “*SupplementalIndenture*”) made and entered into as of April 9, 2010 betweenSENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “*Company*”), and U.S. BANK NATIONAL ASSOCIATION, a nationalbanking association, as Trustee (the “*Trustee*”),

 

WITNESSETH THAT:

 

WHEREAS, the Company and the Trustee are parties toan Indenture, dated as of December 20, 2001 (as previously and from timeto time hereafter amended, supplemented or otherwise modified, the “*Base Indenture*” and, together with this SupplementalIndenture, as amended, supplemented or otherwise modified from time to time,the “*Indenture*”) to provide for the futureissuance of the Company’s senior debt securities (the “*Securities*”)to be issued from time to time in one or more series; and

 

WHEREAS, pursuant to the terms of the Base Indenture, the Companydesires to provide for the establishment of a series of its Securities, to beknown as its 6.75% Senior Notes due 2020, the form and substance of suchSecurities and the terms, provisions and conditions thereof to be set forth asprovided in the Indenture;

 

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTUREWITNESSETH:

 

ARTICLE 1

 

DEFINED TERMS

 

Section 1.1  Thefollowing definitions supplement, and, to the extent inconsistent with, replacethe definitions in Section 101 of the Base Indenture:

 

“*Acquired Debt*”means Debt of a Person (i) existing at the time such Person becomes aSubsidiary or (ii) assumed in connection with the acquisition of assetsfrom such Person, in each case, other than Debt incurred in connection with, orin contemplation of, such Person becoming a Subsidiary or suchacquisition.  Acquired Debt shall bedeemed to be incurred on the date of the related acquisition of assets from anyPerson or the date the acquired Person becomes a Subsidiary.

 

“*Adjusted Total Assets*”is defined in clause (i) of Section 3.1(a).

 

“*Annual Debt Service*”as of any date means the maximum amount which is expensed in any 12-month periodfor interest on Debt of the Company and its Subsidiaries excluding amortizationof debt discount and deferred financing costs.

 

“*Business Day*”means any day other than a Saturday or Sunday or a day on which bankinginstitutions in the City of New York or in the city in which the CorporateTrust Office of the Trustee are required or authorized to close.

 

“*Capital Stock*”means, with respect to any Person, any capital stock (including preferredstock), shares, interests, participation or other ownership interests (howeverdesignated) of such 

 

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Person and any rights (otherthan debt securities convertible into or exchangeable for capital stock),warrants or options to purchase any thereof.

 

“*CashEquivalents*” means:

 

(i)            demanddeposits, certificates of deposit or repurchase agreements with banks or otherfinancial institutions;

 

(ii)           marketableobligations issued or directly and fully guaranteed as to timely payment by theUnited States of America or any of its agencies or instrumentalities, or

 

(iii)          anycommercial paper or other obligation rated, at time of purchase, “P-2” (or itsequivalent) or better by Moody’s or “A-2” (or its equivalent) or better byStandard & Poor’s.

 

“*Consolidated IncomeAvailable for Debt Service*” for any period means Earnings fromOperations of the Company and its Subsidiaries plus amounts which have beendeducted, and minus amounts which have been added, for the following (withoutduplication): (i) interest or distributions on Debt of the Company and itsSubsidiaries, (ii) provision for taxes of the Company and its Subsidiariesbased on income, (iii) amortization of debt discount and deferredfinancing costs, (iv) provisions for gains and losses on properties andproperty depreciation and amortization, (v) the effect of any noncashcharge resulting from a change in accounting principles in determining Earningsfrom Operations for such period and (vi) amortization of deferred charges.

 

“*Corporate TrustOffice*” means the corporate trust office of the Trustee which itdesignates as the office at which the Indenture will be administered (which itmay change by written notice to the Company from time to time), located on thedate of this Supplemental Indenture at One Federal Street, 3rd Floor, Boston,Massachusetts 02110, Attention: Corporate Trust Department.

 

“*Debt*” of theCompany or any Subsidiary means, without duplication, any indebtedness of theCompany or any Subsidiary, whether or not contingent, in respect of (i) borrowedmoney or evidenced by bonds, notes, debentures or similar instruments, (ii) indebtednessfor borrowed money secured by any Encumbrance existing on property owned by theCompany or any Subsidiary, to the extent of the lesser of (x) the amountof indebtedness so secured or (y) the fair market value of the property subjectto such Encumbrance, (iii) the reimbursement obligations, contingent orotherwise, in connection with any letters of credit actually issued (other thanletters of credit issued to provide credit enhancement or support with respectto other indebtedness of the Company or any Subsidiary otherwise reflected asDebt hereunder) or amounts representing the balance deferred and unpaid of thepurchase price of any property or services, except any such balance thatconstitutes an accrued expense, trade payable, conditional sale obligations orobligations under any title retention agreement, (iv) the principal amountof all obligations of the Company or any Subsidiary with respect to redemption,repayment or other repurchase of any Disqualified Stock, or (v) any leaseof property by the Company or any Subsidiary as lessee which is reflected onthe Company’s consolidated balance sheet as a capitalized lease in accordancewith GAAP, to the extent, in the case of items of indebtedness under (i) through(iii) above, that any such items (other than letters of credit) wouldappear as a liability on the Company’s consolidated balance sheet in accordancewith GAAP.  Debt also includes, to theextent not otherwise included, 

 

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any obligation by theCompany or any Subsidiary to be liable for, or to pay, as obligor, guarantor orotherwise (other than for purposes of collection in the ordinary course ofbusiness), Debt of another Person (other than the Company or any Subsidiary);it being understood that Debt shall be deemed to be incurred by the Company orany Subsidiary whenever the Company or such Subsidiary shall create, assume,guarantee or otherwise become liable in respect thereof.

 

“*Disqualified Stock*”means, with respect to any Person, any Capital Stock of such Person which bythe terms of such Capital Stock (or by the terms of any security into which itis convertible or for which it is exchangeable or exercisable), upon thehappening of any event or otherwise**,**(i) maturesor is mandatorily redeemable, pursuant to a sinking fund obligation orotherwise (other than Capital Stock which is redeemable solely in exchange forCapital Stock which is not Disqualified Stock or for Subordinated Debt), (ii) isconvertible into or exchangeable or exercisable for Debt, other thanSubordinated Debt or Disqualified Stock, or (iii) is redeemable at theoption of the holder thereof, in whole or in part (other than Capital Stockwhich is redeemable solely in exchange for Capital Stock which is notDisqualified Stock or for Subordinated Debt); in each case on or prior to theStated Maturity of the principal of the Notes.

 

“*Earnings fromOperations*” for any period means net earnings excluding gains andlosses on sales of investments, gains or losses on early extinguishment ofdebt, extraordinary items, distributions on equity securities and propertyvaluation losses, as reflected in the financial statements of the Company andits Subsidiaries for such period, determined on a consolidated basis inaccordance with GAAP.

 

“*Encumbrance*”means any mortgage, lien, charge, pledge, security interest or otherencumbrance of any kind.

 

“*Exchange Act*”means the Securities Exchange Act of 1934, as amended.

 

“*Interest Payment Date*”with respect to the Notes is defined in Section 101 of the Base Indentureand Section 2.1(b) of this Supplemental Indenture.

 

“*Make-WholeAmount*” means, in connection with any optional redemption oraccelerated payment of any Notes prior to October 15, 2019, the excess, ifany, of (i) the aggregate present value as of the date of such redemptionor accelerated payment of each dollar of principal being redeemed or paid andthe amount of interest (exclusive of interest accrued to the date of redemptionor accelerated payment) that would have been payable in respect of such dollarif such redemption or accelerated payment had been made on October 15,2019, determined by discounting, on a semiannual basis, such principal andinterest at the Reinvestment Rate (determined on the third Business Daypreceding the date such notice of redemption is given or declaration ofacceleration is made) from the respective dates on which such principal andinterest would have been payable if such redemption or accelerated payment hadbeen made on October 15, 2019, over (ii) the aggregate principalamount of the Notes being redeemed or paid. In the case of any redemption or accelerated payment of Notes on orafter October 15, 2019, the Make-Whole Amount means zero.  For purposes of this Supplemental Indentureand the Notes, references in the Indenture to the payment of the principal (andpremium, if any) and interest on the Notes shall be deemed to include thepayment of the Make-Whole Amount, if any, due upon redemption with respect tothe Notes.  The Make-Whole Amount shall be calculated by the 

 

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Company and set forth in anOfficers’ Certificate delivered to the Trustee, and the Trustee shall beentitled to rely on said Officers’ Certificate.

 

“*Moody’s*”means Moody’s Investors Service, Inc. or any successor thereof.

 

“*Notes*”means the series of Securities titled 6.75% Senior Notes due 2020, issued underthe Indenture.

 

“*Regular RecordDate*” with respect to the Notes is defined in Section 101 ofthe Base Indenture and Section 2.1(b) of this Supplemental Indenture.

 

“*ReinvestmentRate*” means a rate per annum equal to the sum of 0.45% (forty-fiveone-hundredths of one percent) plus the yield on treasury securities atconstant maturity under the heading “Week Ending” published in the StatisticalRelease under the caption “Treasury Constant Maturities” for the maturity(rounded to the nearest month) corresponding to the remaining life to maturity(which, in the case of maturities corresponding to the principal and interestdue on the Notes at their maturity, shall be deemed to be October 15,2019), as of the payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to suchmaturity, yields for the two published maturities most closely corresponding tosuch maturity shall be calculated pursuant to the immediately precedingsentence and the Reinvestment Rate shall be interpolated or extrapolated fromsuch yields on a straight-line basis, rounding in each of such relevant periodsto the nearest month.  For purposes ofcalculating the Reinvestment Rate, the most recent Statistical Releasepublished prior to the date of determination of the Make-Whole Amount shall beused.

 

“*Secured Debt*”means Debt secured by any Encumbrance.

 

“*Standard &Poor’s*” means Standard & Poor’s Ratings Services, adivision of Standard & Poor’s Financial Services LLC business or anysuccessor.

 

“*StatisticalRelease*” means the statistical release designated “H.15(519)” or anysuccessor publication which is published weekly by the Federal Reserve Systemand which establishes yields on actively traded United States governmentsecurities adjusted to constant maturities or, if such statistical release isnot published at the time of any determination under this SupplementalIndenture, then any publicly available source of similar market data whichshall be designated by the Company.

 

“*SubordinatedDebt*” means Debt which by the terms of such Debt is subordinated inright of payment to the principal of and interest and premium, if any, on theNotes.

 

“*Subsidiary*”means any corporation or other entity of which a majority of (i) thevoting power of the voting equity securities or (ii) the outstandingequity interests are owned, directly or indirectly, by the Company or one ormore other Subsidiaries of the Company. For the purposes of this definition, “voting equity securities” meansequity securities having voting power for the election of directors or similarfunctionaries, whether at all times or only so long as no senior class ofsecurity has such voting power by reason of any contingency.

 

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“*Total Assets*”as of any date means the sum of (i) the Undepreciated Real Estate Assetsand (ii) all other assets of the Company and its Subsidiaries determinedin accordance with GAAP (but excluding accounts receivable and intangibles).

 

“*TotalUnencumbered Assets*” means the sum of (i) the amount ofUndepreciated Real Estate Assets of the Company and its Subsidiaries notsecuring any portion of Secured Debt and (ii) the amount of all otherassets, including accounts receivable and intangibles, of the Company and itsSubsidiaries not securing any portion of Secured Debt determined on aconsolidated basis in accordance with GAAP. If Secured Debt secured by real estate or other property or assets ofthe Company or its Subsidiaries (“Secondary Collateral”) is fully defeased inaccordance with the terms thereof or is also secured by cash or CashEquivalents in an amount (determined at the lesser of (i) carrying valuein accordance with GAAP or (ii) fair market value) at least equal to theoutstanding principal amount of such Secured Debt, such Secondary Collateralshall be deemed not to secure any portion of such Secured Debt for purposes ofthis definition.

 

“*Undepreciated Real EstateAssets*” as of any date means the cost (original cost plus capitalimprovements less adjustments to carrying value in accordance with GAAP madeprior to January 1, 2001) of real estate and associated tangible personalproperty used in connection with the real estate assets of the Company and itsSubsidiaries on such date, before depreciation and amortization determined on aconsolidated basis in accordance with GAAP.

 

“*Unsecured Debt*”means any Debt of the Company or its Subsidiaries which is not Secured Debt.

 

ARTICLE 2

 

TERMS OF THE NOTES

 

Section 2.1 Pursuant to Section 301 of the Base Indenture, the Notes shall havethe following terms and conditions:

 

(a)  Title; Aggregate Principal Amount; Form of Notes.  The Notes shall be in registered form underthe Indenture and shall be known as the Company’s “6.75% Senior Notes due 2020.”  The Notes will be limited to an aggregateprincipal amount of $200,000,000, subject to the right of the Company to reopensuch series for issuances of additional Notes and except (i) as providedin this Section and (ii) for Notes authenticated and delivered uponregistration of transfer of, or in exchange for, or in lieu of, other Notespursuant to Section 304, 305, 306, 906 or 1107 of the Base Indenture andexcept for any Notes which, pursuant to Section 303 of the Base Indenture,are deemed never to have been authenticated and delivered hereunder. The Notes(together with the Trustee’s certificate of authentication) shall be substantiallyin the form of Exhibit A hereto, which is hereby incorporated in and madea part of this Supplemental Indenture.

 

The Notes will initially be issued in the form of one or moreregistered global securities without coupons (“*GlobalNotes*”) that will be deposited with, or on behalf of, The DepositoryTrust Company, New York, New York (“*DTC*”),and registered in the name of DTC’s nominee, Cede & Co. Except underthe circumstance described below, the Notes will not be issuable in definitiveform. Unless and until it is exchanged in whole or in part for the individualcertificated 

 

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notes represented thereby, a Global Note maynot be transferred except as a whole by DTC to a nominee of DTC or by a nomineeof DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC to asuccessor depositary or any nominee of such successor.

 

So long as DTC or its nominee is the registered owner of a Global Note,DTC or such nominee, as the case may be, will be considered the sole owner orholder of the Notes represented by such Global Note for all purposes under thisSupplemental Indenture. Except as described below, owners of beneficialinterest in Notes evidenced by a Global Note will not be entitled to have anyof the individual Notes represented by such Global Note registered in theirnames, will not receive or be entitled to receive physical delivery of any suchNotes in definitive form and will not be considered the owners or holdersthereof under the Indenture for any purpose, including with respect to thegiving of any direction, instructions or approvals to the Trustee hereunder.

 

If DTC is at any time unwilling, unable or ineligible to continue asdepositary and a successor depositary is not appointed by the Company within 90days, the Company will issue individual Notes in exchange for the Global Noteor Global Notes representing such Notes. In addition, the Company may at anytime and in its sole discretion, subject to certain limitations set forth in theIndenture, determine not to have any of such Notes represented by one or moreGlobal Notes and, in such event, will issue individual Notes in exchange forthe Global Note or Global Notes representing the Notes. Individual Notes soissued will be issued in denominations of $1,000 and integral multiplesthereof.

 

(b)  Interest and Interest Rate.  The Notes will bear interest at a rate of 6.75%per annum, from April 9, 2010 (or, in the case of Notes issued upon thereopening of this series of Notes, from the date designated by the Company inconnection with such reopening) or from the immediately preceding InterestPayment Date to which interest has been paid or duly provided for, payablesemiannually in arrears on each April 15 and October 15, commencing October 15,2010 (each of which shall be an “*InterestPayment Date*”), to the Persons in whose names the Notes areregistered in the Security Register at the close of business on April 1 orOctober 1, as the case may be (whether or not a Business Day), next precedingsuch Interest Payment Date (each, a “*RegularRecord Date*”).

 

(c)  Principal Repayment; Currency.  The Stated Maturity of the principal of theNotes is April 15, 2020, *provided*, *however*, the Notes may be earlier redeemed at the option ofthe Company as provided in paragraph (d) below. The principal of each Notepayable at its Stated Maturity shall be paid against presentation and surrenderthereof at the Corporate Trust Office of the Trustee in such coin or currencyof the United States of America as at the time of payment is legal tender forthe payment of public or private debts.

 

(d)  Redemption at the Option of the Company.  The Notes will be subject to redemption inwhole at any time or in part from time to time before they mature at the optionof the Company, in whole or in part, upon not less than 30 nor more than 60days’ notice to each Holder of Notes to be redeemed at its address appearing inthe Security Register, at a redemption price equal to the sum of (i) theoutstanding principal amount of the Notes being redeemed, plus accrued andunpaid interest, if any, to but excluding the applicable Redemption Date, plus (ii) the

 

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Make-Whole Amount, if any (it beingunderstood that if the Notes are redeemed on or after October 15, 2019,the Make-Whole Amount equals zero).

 

(e)  Notices.  Allnotices and other communications hereunder shall be in writing and shall bedeemed to have been duly given if mailed or transmitted by any standard form oftelecommunication.  Notices to theCompany shall be directed to it at 400 Centre Street, Newton, Massachusetts02458, fax number (617) 796-8349, Attention: President; notices to the Trusteeshall be directed to it at One Federal Street, 3rd Floor,Boston, Massachusetts 02110, fax number (617) 603-6683, Attention: CorporateTrust Department, Re: Senior Housing Properties Trust 6.75% Senior Notes due2020; or as to either party, at such other address as shall be designated bysuch party in a written notice to the other party.

 

(f)  Global Note Legend. Each Global Note shall bear the following legend on the face thereof:

 

UNLESS THIS CERTIFICATE ISPRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THENAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFDTC), **ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL** INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

(g)  Applicability of Discharge, Defeasance and CovenantDefeasance Provisions.  TheDischarge, Defeasance and Covenant Defeasance provisions in Article Thirteenof the Base Indenture will apply to the Notes.

 

ARTICLE 3

 

ADDITIONAL COVENANTS

 

Section 3.1 Holders of the Notes shall have the benefit of the following covenants,in addition to the covenants of the Company set forth in Article Eight andArticle Ten of the Base Indenture:

 

(a)  Limitations on Incurrence of Debt.

 

(i)            TheCompany will not, and will not permit any Subsidiary to, incur any Debt if,immediately after giving effect to the incurrence of such additional Debt andthe application of the proceeds thereof, the aggregate principal amount of alloutstanding Debt of the Company and its Subsidiaries on a consolidated basisdetermined in accordance with GAAP is greater than 60% of the sum (“AdjustedTotal Assets”) of 

 

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(without duplication) (A) theTotal Assets of the Company and its Subsidiaries as of the end of the calendarquarter covered in the Company’s Annual Report on Form 10-K, or QuarterlyReport on Form 10-Q, as the case may be, most recently filed with theSecurities and Exchange Commission (or, if such filing is not permitted underthe Exchange Act, with the Trustee) prior to the incurrence of such additionalDebt and (B) the purchase price of any real estate assets or mortgagesreceivable acquired, and the amount of any securities offering proceedsreceived (to the extent that such proceeds were not used to acquire real estateassets or mortgages receivable or used to reduce Debt), by the Company or anySubsidiary since the end of such calendar quarter, including those proceedsobtained in connection with the incurrence of such additional Debt.

 

(ii)           TheCompany will not, and will not permit any Subsidiary to, incur any Secured Debtif, immediately after giving effect to the incurrence of such additionalSecured Debt and the application of the proceeds thereof, the aggregateprincipal amount of all outstanding Secured Debt of the Company and itsSubsidiaries on a consolidated basis in accordance with GAAP is greater than40% of Adjusted Total Assets.

 

(iii)          TheCompany will not, and will not permit any Subsidiary to, incur any Debt if theratio of Consolidated Income Available for Debt Service to the Annual DebtService for the four consecutive fiscal quarters most recently ended prior tothe date on which such additional Debt is to be incurred shall have been lessthan 1.5 to 1.0, on a pro forma basis after giving effect thereto and to theapplication of the proceeds therefrom, and calculated on the assumption that (A) suchDebt and any other Debt incurred by the Company and its Subsidiaries on aconsolidated basis since the first day of such four-quarter period and theapplication of the proceeds therefrom, including to refinance other Debt, hadoccurred at the beginning of such period; (B) the repayment or retirementof any other Debt by the Company and its Subsidiaries on a consolidated basissince the first date of such four-quarter period had been repaid or retired atthe beginning of such period (except that, in making such computation, theamount of Debt under any revolving credit facility shall be computed based uponthe average daily balance of such Debt during such period); (C) in thecase of Acquired Debt or Debt incurred in connection with any acquisition sincethe first day of such four-quarter period, the related acquisition had occurredas of the first day of such period with appropriate adjustments with respect tosuch acquisition being included in such pro forma calculation; and (D) inthe case of any acquisition or disposition by the Company or its Subsidiarieson a consolidated basis of any asset or group of assets since the first day ofsuch four-quarter period, whether by merger, stock purchase or sale, or assetpurchase or sale, such acquisition or disposition or any related repayment ofDebt had occurred as of the first day of such period with the appropriateadjustments with respect to such acquisition or disposition being included insuch pro forma calculation. If the Debt giving rise to the need to make theforegoing calculation or any other Debt incurred after the first day of therelevant four-quarter period bears interest at a floating rate then, forpurposes of calculating the Annual Debt Service, the interest rate on such Debtshall be computed on a pro forma basis as if the average interest rate whichwould have been in effect during the entire such four-quarter period had beenthe applicable rate for the entire such period.

 

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(b)  Maintenance of Total UnencumberedAssets.  The Company and itsSubsidiaries will maintain at all times Total Unencumbered Assets of not lessthan 150% of the aggregate outstanding principal amount of the Unsecured Debtof the Company and its Subsidiaries on a consolidated basis in accordance withGAAP.

 

(c)  Company May Consolidate, Etc.,Only on Certain Terms.  In additionto the provisions of Section 801 of the Base Indenture, the Company shallnot consolidate with or merge into any other Person or convey, transfer orlease its properties and assets substantially as an entirety to any Person, andthe Company shall not permit any Person to consolidate with or merge into theCompany or convey, transfer or lease its properties and assets substantially asan entirety to the Company, unless immediately after giving effect to suchtransaction, the Person formed by such consolidation or into which the Companyis merged or the Person which acquires by conveyance or transfer, or whichleases, the properties and assets of the Company substantially as an entiretywould be permitted to incur at least $1.00 of Debt (other than Debt betweensuch Person and one or more of its Subsidiaries or between one or more or itsSubsidiaries) under the terms of Section 3.1(a) of this SupplementalIndenture.

 

ARTICLE 4

 

ADDITIONAL EVENTS OF DEFAULT

 

Section 4.1  For purposes of this Supplemental Indentureand the Notes, in addition to the Events of Default set forth in Section 501of the Base Indenture, it shall also constitute an “Event of Default” if one ormore final judgments or orders (not covered by insurance, treating anydeductibles, self-insurance or retention as not so covered) for the payment ofmoney in excess of $20,000,000 in the aggregate for all such judgments ororders against the Company or any Subsidiary and such judgments or orders shallnot be paid or discharged, and there shall be a period of 60 consecutive daysafter the final judgment or order that causes such aggregate amount to exceed$20,000,000 million during which a stay of enforcement of such final judgment(s) ororder(s) are not in effect.

 

Section 4.2  Notwithstanding any provisions to thecontrary in the Base Indenture including, without limitation, Section 501 (a) thereof, the failure topay the principal of or any premium on the Notes at its Maturity shallconstitute an “Event of Default”.

 

Section 4.3  Notwithstanding any provisions to the contraryin the Base Indenture including, without limitation, Section 501 (e) thereof, the defaultunder any bonds, debentures, notes or other evidences of indebtedness of theCompany, or under any mortgage, indenture or other instrument of the Company(including a default with respect to Securities of any series other than theNotes) under which there may be issued or by which there may be secured anyindebtedness of the Company (or by one or more Subsidiaries, the repayment ofwhich the Company has guaranteed or for which the Company is directlyresponsible or liable as obligor or guarantor), whether such indebtedness nowexists or shall hereafter be created, which default(s) shall constitute afailure to pay an aggregate principal amount exceeding $20,000,000 of suchindebtedness when due and payable after the expiration of any applicable graceperiod with respect thereto and shall have resulted in such indebtedness in anaggregate principal amount exceeding $20,000,000 becoming or being declared dueand payable prior to the date on which it

 

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would otherwise have becomedue and payable, without such indebtedness having been discharged, or suchacceleration having been rescinded or annulled, within a period of 10 daysafter there shall have been given, by registered or certified mail, to the Companyby the Trustee or to the Company and the Trustee by the Holders of at least 25%in principal amount of the Outstanding Notes a written notice specifying suchdefault and requiring the Company to cause such indebtedness to be dischargedor cause such acceleration to be rescinded or annulled and stating that suchnotice is a “*Notice of Default*” hereunder,shall constitute an “Event of Default”.

 

Section 4.4  Notwithstandingany provisions to the contrary in the Base Indenture, upon any acceleration ofthe Notes under Section 502 of the Base Indenture, the amount immediatelydue and payable in respect of the Notes shall equal the principal amountthereof, plus accrued and unpaid interest thereon, plus, if such accelerationoccurs prior to October 15, 2019, the Make-Whole Amount.

 

ARTICLE 5

 

EFFECTIVENESS

 

Section 5.1  ThisSupplemental Indenture shall be effective for all purposes as of the date andtime this Supplemental Indenture has been executed and delivered by the Companyand the Trustee in accordance with Article Nine of the Base Indenture. Assupplemented hereby, the Base Indenture is hereby confirmed as being in fullforce and effect.

 

ARTICLE 6

 

NOTICE TO TRUSTEE

 

Section 6.1 Notwithstanding anything to the contrary in the Base Indenture including,without limitation, Section 1102 thereof, in connection with theredemption at the election of the Company of less than all the Notes, theCompany shall notify the Trustee of the establishment of a Redemption Date andthe principal amount of Notes to be redeemed at least 45 days prior to suchRedemption Date unless a shorter period shall be satisfactory to the Trustee.

 

ARTICLE 7

 

MISCELLANEOUS

 

Section 7.1  Inthe event any provision of this Supplemental Indenture shall be held invalid orunenforceable by any court of competent jurisdiction, such holding shall notinvalidate or render unenforceable any other provision hereof or any provisionof the Indenture.

 

Section 7.2  Tothe extent that any terms of this Supplemental Indenture or the Notes are inconsistentwith the terms of the Base Indenture, the terms of this Supplemental Indentureor the Notes shall govern and supersede such inconsistent terms.

 

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Section 7.3  ThisSupplemental Indenture shall be governed by and construed in accordance withthe laws of the State of New York.

 

Section 7.4  ThisSupplemental Indenture may be executed in several counterparts, each of whichshall be an original and all of which shall constitute but one and the same instrument.

 

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IN WITNESS WHEREOF, the Company and the Trustee have caused thisSupplemental Indenture to be executed as an instrument under seal in theirrespective corporate names as of the date first above written.

 
|   | SENIOR  HOUSING PROPERTIES TRUST            |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         | /s/  Richard A. Doyle |
|   |                                        | Name:  Richard A. Doyle |
|   |                                        | Title:  Treasurer and Chief Financial Officer |
|   |                                        |   |
|   |                                        |
|   | U.S.  BANK NATIONAL ASSOCIATION, as Trustee |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/  Earl W. Dennison Jr. |
|   |                                        | Name:  Earl W. Dennison Jr. |
|   |                                        | Title: Vice President |

 

 

[SignaturePage to Supplemental Indenture]

 

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EXHIBIT A

 

FORM OF NOTE

 

[Form of Face ofSecurity]

 

SENIOR HOUSING PROPERTIES TRUST

 

6.75% Senior Notesdue 2020

 
| No. | $ |
|-----|---|

 

Senior Housing PropertiesTrust, a real estate investment trust duly organized and existing under thelaws of Maryland (herein called the “*Company*”, whichterm includes any successor Person under the Indenture hereinafter referredto), for value received, hereby promises to pay to                                                          ,or registered assigns, the principal sum of                                      Dollars($                          )on April 15, 2020, and to pay interest thereon from April 9, 2010 orfrom the most recent Interest Payment Date to which interest has been paid orduly provided for, semi-annually on April 15 and October 15 in eachyear, commencing October 15, 2010 at the rate of 6.75% per annum, until theprincipal hereof is paid or made available for payment.  The interest so payable, and punctually paidor duly provided for, on any Interest Payment Date will, as provided in suchIndenture, be paid to the Person in whose name this Security (or one or morePredecessor Securities) is registered at the close of business on the RegularRecord Date for such interest, which shall be April 1 or October 1(whether or not a Business Day), as the case may be, next preceding suchInterest Payment Date. Any such interest not so punctually paid or dulyprovided for will forthwith cease to be payable to the Holder on such RegularRecord Date and may either be paid to the Person in whose name this Security(or one or more Predecessor Securities) is registered at the close of businesson a Special Record Date for the payment of such Defaulted Interest to be fixedby the Trustee, notice whereof shall be given to Holders of Securities of thisseries not less than 10 days prior to such Special Record Date, or be paidat any time in any other lawful manner not inconsistent with the requirementsof any securities exchange on which the Securities of this series may belisted, and upon such notice as may be required by such exchange, all as morefully provided in said Indenture.

 

Payment of the principal of(and premium, if any) and any such interest on this Security will be made atthe office or agency of the Company maintained for that purpose in such coin orcurrency of the United States of America as at the time of payment is legaltender for payment of public and private debts; *provided*,*however*, that at the option of theCompany payment of interest may be made by check mailed to the address of thePerson entitled thereto as such address shall appear in the Security Register.

 

Reference is hereby made tothe further provisions of this Security set forth on the reverse hereof, whichfurther provisions shall for all purposes have the same effect as if set forthat this place.

 

Unless the certificate ofauthentication hereon has been executed by the Trustee referred to on thereverse hereof by manual signature, this Security shall not be entitled to anybenefit under the Indenture or be valid or obligatory for any purpose.

 

THE AMENDED AND RESTATEDDECLARATION OF TRUST ESTABLISHING SENIOR HOUSING PROPERTIES TRUST, DATEDSEPTEMBER 20, 1999, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATEDEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE,OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SENIOR HOUSING PROPERTIES TRUSTSHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANYOBLIGATION OF, OR CLAIM AGAINST, SENIOR HOUSING PROPERTIES TRUST. ALL PERSONSDEALING WITH SENIOR HOUSING PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THEASSETS OF SENIOR HOUSING PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCEOF ANY OBLIGATION.

 

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IN WITNESS WHEREOF, theCompany has caused this instrument to be duly executed.

 
| Dated: | SENIOR  HOUSING PROPERTIES TRUST |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By                               |   |
|   |                             | Title: |

 

 

CERTIFICATE OF AUTHENTICATION

 

Dated:

 

This is one of theSecurities of the series designated therein referred to in the within-mentionedIndenture.

 
|     | U.S.  BANK NATIONAL ASSOCIATION, *As Trustee* |
|----------|-----------------------------------------------|
|     |                                          |
|     | By                                            |   |
| * * |                                          | *Authorized  Officer* |

 

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[Form of Reverse of Security]

 

1.             General. This Security is one of a duly authorized issue of securities of theCompany (herein called the “*Securities*”),  issued and to be issued in one or more seriesunder an Indenture, dated as of December 20, 2001, between the Company andState Street Bank and Trust Company (“*State Street*”)(as amended, supplemented or otherwise modified from time to time, the “*Base Indenture*”), as supplemented by a SupplementalIndenture No. 4, dated as of April 9, 2010, between the Company andU.S. Bank National Association, as successor trustee to State Street (hereincalled the “*Trustee*”, which term includes StateStreet as applicable) (as amended, supplemented or otherwise modified from timeto time, the “*Supplemental Indenture*” and theBase Indenture, as supplemented by such Supplemental Indenture, the “*Indenture*”), and reference is hereby made to the Indenturefor a statement of the respective rights, limitations of rights, duties andimmunities thereunder of the Company, the Trustee, and the Holders of theSecurities and of the terms upon which the Securities are, and are to be,authenticated and delivered.  ThisSecurity is one of the series designated on the face hereof (such series, the “*Notes*”).

 

2.             Optional Redemption.  (i)    The Notes will be subject to redemptionin whole at any time or in part from time to time before they mature at theoption of the Company upon not less than 30 nor more than 60 days’ notice toeach Holder of Notes to be redeemed at its address appearing in the SecurityRegister, at a redemption price equal to the sum of (i) the principalamount of the Notes being redeemed plus accrued interest and unpaid interest,if any, to but excluding the applicable Redemption Date and (ii) theMake-Whole Amount, if any (it being understood that if the Notes are redeemedon or after October 15, 2019, the Make-Whole Amount equals zero).

 

As used herein the term “*Make-WholeAmount”* means, in connection with any optional redemption oraccelerated payment of any Notes prior to October 15, 2019, the excess, ifany, of (i) the aggregate present value as of the date of such redemptionor accelerated payment of each dollar of principal being redeemed or paid andthe amount of interest (exclusive of interest accrued to the date of redemptionor accelerated payment) that would have been payable in respect of such dollarif such redemption or accelerated payment had been made on October 15,2019, determined by discounting, on a semiannual basis, such principal andinterest at the Reinvestment Rate (determined on the third Business Daypreceding the date such notice of redemption is given or declaration ofacceleration is made) from the respective dates on which such principal andinterest would have been payable if such redemption or accelerated payment hadbeen made on October 15, 2019, over (ii) the aggregate principalamount of the Notes being redeemed or paid. In the case of any redemption or accelerated payment of Notes on orafter October 15, 2019, the Make-Whole Amount means zero.  For purposes of the Supplemental Indentureand the Notes, references in the Indenture to the payment of the principal (andpremium, if any) and interest on the Notes shall be deemed to include thepayment of the Make-Whole Amount, if any, due upon redemption with respect tothe Notes.  The Make-Whole Amount shallbe calculated by the Company and set forth in an Officers’ Certificatedelivered to the Trustee, and the Trustee shall be entitled to rely on saidOfficers’ Certificate.

 

As used herein the term *“Reinvestment Rate”* means a rate per annum equal to the sumof 0.45% (forty-five one-hundredths of one percent) plus the yield on treasurysecurities at constant maturity under the heading “Week Ending” published inthe Statistical Release under the caption “Treasury Constant Maturities” forthe maturity (rounded to the nearest month) corresponding to the remaining lifeto maturity (which, in the case of maturities corresponding to the principaland interest due on the Notes at their maturity, shall be deemed to be October 15,2019), as of the payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to suchmaturity, yields for the two published maturities most closely corresponding tosuch maturity shall be calculated pursuant to the immediately precedingsentence and the Reinvestment Rate shall be interpolated or extrapolated fromsuch yields on a straight-line basis, rounding in each of such relevant periodsto the nearest month. For purposes of calculating the Reinvestment Rate, themost recent Statistical Release published prior to the date of determination ofthe Make-Whole Amount shall be used.

 

Asused herein the term *“Statistical Release”* means the statistical release designated“H.15(519)” or any successor publication which is published weekly by theFederal Reserve System and which establishes yields on actively traded UnitedStates government securities adjusted to constant maturities or, if suchstatistical release is not published at the time of any determination under theSupplemental Indenture, then any publicly available source of similar marketdata which shall be designated by the Company.

 

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(ii)           The Companyshall not be required to make sinking fund or redemption payments with respectto the Notes.

 

(iii)          Inthe event of redemption of this Security in part only, a new Noteor Notes and of like tenor for the unredeemed portion hereof will be issued in the nameof the Holder hereof upon the cancellation hereof.

 

3.             Defeasance. The Indenture contains provisions for defeasance at any time of theentire indebtedness of this Security upon compliance with certain conditionsset forth in the Indenture.

 

4.             Defaults and Remedies.  If an Event of Default with respect to Notesshall occur and be continuing, the principal of the Notes may be declared due andpayable in the manner and with the effect provided in the Indenture.

 

5.             Actions of Holders.  The Indenture permits, with certainexceptions as therein provided, the amendment thereof and the modification ofthe rights and obligations of the Company and the rights of the Holders of theSecurities of each series to be affected under the Indenture at any time by theCompany and the Trustee with the consent of the Holders of a majority inprincipal amount of the Securities at the time Outstanding of each series to beaffected.  The Indenture also containsprovisions permitting the Holders of specified percentages in principal amountof the Securities of each series at the time Outstanding, on behalf of theHolders of all Securities of such series, to waive compliance by the Companywith certain provisions of the Indenture and certain past defaults under theIndenture and their consequences. Any such consent or waiver by the Holder ofthis Security shall be conclusive and binding upon such Holder and upon allfuture Holders of this Security and of any Security issued upon theregistration of transfer hereof or in exchange therefor or in lieu hereof,whether or not notation of such consent or waiver is made upon this Security.

 

As provided in and subjectto the provisions of the Indenture, the Holder of this Security shall not havethe right to institute any proceeding with respect to the Indenture or for theappointment of a receiver or trustee or for any other remedy thereunder, unlesssuch Holder shall have previously given the Trustee written notice of acontinuing Event of Default with respect to the Notes, the Holders of not lessthan a majority in principal amount of the Notes at the time Outstandingshall have made written request to the Trustee to institute proceedings inrespect of such Event of Default as Trustee and offered the Trustee reasonableindemnity, and the Trustee shall not have received from the Holders of amajority in principal amount of Notes at the time Outstanding adirection inconsistent with such request, and shall have failed to instituteany such proceeding, for 60 days after receipt of such notice, request andoffer of indemnity. The foregoing shall not apply to any suit instituted by theHolder of this Security for the enforcement of any payment of principal hereofor any premium or interest hereon on or after the respective due datesexpressed herein.

 

6.             Payments Not Impaired.  No reference herein to the Indenture and noprovision of this Security or of the Indenture shall alter or impair theobligation of the Company, which is absolute and unconditional, to pay theprincipal of and any premium and interest on this Security at the times, placeand rate, and in the coin or currency, herein prescribed.

 

7.             Denominations, Transfer, Exchange.  As provided in the Indenture and subject tocertain limitations therein set forth, the transfer of this Security isregistrable in the Security Register, upon surrender of this Security forregistration of transfer at the office or agency of the Company in any placewhere the principal of and any premium and interest on this Security arepayable, duly endorsed by, or accompanied by a written instrument of transferin form satisfactory to the Company and the Security Registrar duly executedby, the Holder hereof or his attorney duly authorized in writing, and thereuponone or more new Notesand of like tenor, of authorized denominations and for the sameaggregate principal amount, will be issued to the designated transferee ortransferees.

 

The Notes are issuable only inregistered form without coupons in denominations of $1,000 and any integralmultiple thereof. As provided in the Indenture and subject to certain limitationstherein set forth, Notes areexchangeable for a like aggregate principal amount of Notes and of like tenor of adifferent authorized denomination, as requested by the Holder surrendering thesame.

 

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No service charge shall bemade for any such registration of transfer or exchange, but the Company mayrequire payment of a sum sufficient to cover any tax or other governmentalcharge payable in connection therewith.

 

8.             Persons Deemed Owners.  Prior to due presentment of this Security forregistration of transfer, the Company, the Trustee and any agent of the Companyor the Trustee may treat the Person in whose name this Security is registeredas the owner hereof for all purposes, whether or not this Security be overdue,and neither the Company, the Trustee nor any such agent shall be affected bynotice to the contrary.

 

9.             Defined Terms. All terms used in this Security which are defined in the Indenture shallhave the meanings assigned to them in the Indenture.

 

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[ASSIGNMENT FORM]

 

ABBREVIATIONS

 

The following abbreviations,when used in the inscription on the face of this instrument, shall be construedas though they were written out in full according to applicable laws orregulations:

 
| TEN  COM | — | as  tenants in common                        | UNIF  GIFT MIN ACT  — |    |  Custodian |    |   |
|----------|--------|----------------------------------------------|--------------------------------------|---------|-----------------|---------|--------|
| TEN  ENT | — | as  tenants by the entireties                |                                 | (Cust)  |            | (Minor) |   |
| JT  TEN  | — | as  joint tenants with right of survivorship | Under  Uniform Gifts to Minors       |    |
|     |   | and  not as tenants in common                | Act                                  |    |            |    |
|     |   |                                         |                                 | (State) |            |    |
|          |        |                                              |                                      |         |                 |         |        |  |  |

 

Additional abbreviations may also be used though not in the above list.

 
|   |   |   |   |   |   |
|--------|--------|--------|--------|--------|--------|

 

FOR VALUE RECEIVED, theundersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

 

PLEASEINSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 
|   |   |
|--------|--------|

 
|                                                   |
|--------------------------------------------------------|
| PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE |

 
|                                                                                            |
|-------------------------------------------------------------------------------------------------|
| the  within security and all rights thereunder, hereby irrevocably constituting  and appointing |

 
|                                                                                                     |  Attorney |
|----------------------------------------------------------------------------------------------------------|----------------|
| to  transfer said security on the books of the Company with full power of  substitution in the premises. |           |

 

 
| Dated: |   |   | Signed:                                                                                                                                                                                                           |   |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |   |                                                                                                                                                                                                              |
|   |   |   | Notice:  The signature to this assignment must  correspond with the name as it appears upon the face of the within security  in every particular, without alteration or enlargement or any change  whatever. |
|   |   |   |                                                                                                                                                                                                              |
|   |   |   | Signature  Guarantee*:                                                                                                                                                                                            |   |
|        |        |        |                                                                                                                                                                                                                   |        |  |

 

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|   |   |   | *  Participant in a recognized Signature  Guarantee Medallion Program (or other signature guarantor acceptable to the  Trustee). |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------|

 

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