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 and
between HUB PROPERTIES TRUST, a
Maryland real estate investment trust (“Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland
real estate investment trust (“Purchaser”).


 


WITNESSETH:


 


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


 


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


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
adequacy 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 not otherwise defined herein, shall have the meanings
given to them in the Agreement.


 


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


 


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


 


4.             Agreement Provisions.  All
provisions of the Agreement, as amended by this Amendment, are hereby ratified
and confirmed and remain in full force and effect.


 

















 


5.             Multiple Counterparts.  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.


 


6.             Non-Liability of Trustees of
Seller.  The Declaration of Trust of Seller, a copy of
which is duly filed with the Department of Assessments and Taxation of the
State of Maryland, provide that the name “Hub 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 Seller shall be held to any personal liability, jointly or
severally, for any obligation of, or claim against, Seller, as the case may
be.  All persons dealing with Seller in
any way shall look only to the assets of Seller for the payment of any sum or
the performance of any obligation.


 


7.             Non-Liability of Trustees of
Purchaser.  The Declaration of Trust of 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 Purchaser shall be held to any personal liability, jointly
or severally, for any obligation of, or claim against, Purchaser.  All persons dealing with Purchaser in any way
shall look only to the assets of Purchaser for the payment of any sum or the
performance of any obligation.


 


[Signature page follows.]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment 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 FIRST
AMENDMENT TO


PURCHASE AND SALE AGREEMENT]