**Exhibit 10.16**

 

**SECOND AMENDMENT TO PURCHASE AGREEMENT**

** **

THIS **SECONDAMENDMENT TO PURCHASE AGREEMENT** (this “Amendment”) is made asof August 6,******2009by and between **HUB PROPERTIES TRUST**,a Maryland real estate investment trust (the “Seller”), and **SENIOR HOUSING PROPERTIES TRUST**, a Marylandreal estate investment trust (the “Purchaser”).

 

**W I T N E S S E T H**

 

**WHEREAS**, the Sellerand the Purchaser executed a Purchase and Sale Agreement dated as of May 5,2008, as amended by that certain First Amendment to Purchase Agreement, dated December 23,2008 (as amended, the “Purchase Agreement”), with respect to theProperty (this and other capitalized terms used and not otherwise definedherein shall have the meanings given such terms in the Purchase Agreement)described in Exhibit A hereto; and

 

**WHEREAS**, the Sellerand the Purchaser now wish to amend the Purchase Agreement subject to and uponthe terms and conditions set forth herein;

 

**NOW, THEREFORE**, for good andvaluable consideration and in consideration of the mutual covenants of theparties hereto, the mutual receipt and legal sufficiency of which is herebyacknowledged, Landlord and Tenant hereby agree as follows:

 

# 1.             Section 2.2 is herebydeleted in its entirety and the following is inserted in substitution therefor:

#  

### 2.2                                 **Closing****.**  The purchase and sale of the Property shallbe consummated at a closing (the “Closing”) to be held at the offices ofSullivan & Worcester LLP, One Post Office Square, Boston,Massachusetts, or at such other location as the Seller and the Purchaser mayagree, at 10:00 a.m., local time, on August 6, 2009 (the “ClosingDate”).

###  

# 2.             As amendedhereby, the Agreement is in full force and effect and is hereby ratified andconfirmed.

#  

3.             This Amendment 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.

 

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

 

5.                                       The Declaration of Trust of the Purchaser, a copy of which is duly filedwith the Department of Assessments and Taxation of the State of Maryland,provides that the name “Senior Housing Properties Trust” refers to the trusteesunder such Declaration of Trust collectively as trustees, but not individuallyor personally, and that no trustee, officer, shareholder, employee or agent ofthe 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 anyway shall look only to the assets of the Purchaser for the payment of any sumor the performance of any obligation.

 

**[Signature page follows.]**

 

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**IN WITNESSWHEREOF**, the Seller and the Purchaser have executed this Amendment under sealas of the date above first written.

 
| WITNESS:                 |   | **SELLER:**                                                             |
|--------------------------|--------|-------------------------------------------------------------------------|
|                     |   | ** **                                                              |
|                     |   | **HUB PROPERTIES TRUST**, a Maryland real estate  investment trust |
| /s/  Judith A. Stapleton |   | ** **                                                              |
|                     |   | By:                                                                     | /s/  John C. Popeo |
|                     |   |                                                                    | John  C. Popeo, Treasurer and Chief Financial Officer |
|                     |   | ** **                                                              |
| WITNESS:                 |   | **PURCHASER:**                                                          |
|                     |   | ** **                                                              |
|                     |   | **SENIOR HOUSING PROPERTIES TRUST**                                     |
|                     |   | ** **                                                              |
| /s/  Judith A. Stapleton |   | ** **                                                              |
|                     |   | By:                                                                     | /s/  David J. Hegarty |
|                     |   |                                                                    | David  J. Hegarty, President |

 

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EXHIBIT A

 

Address of Property

 

3030-50 Science Park, SanDiego, California

 

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