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 and
between HUB NORTHEAST MEDICAL ARTS CENTER LLC,
a Delaware limited liability company, (“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 Northeast Medical Arts Center and
located at 2801 North Decatur Road, Decatur, Georgia, 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 “September 18,
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 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 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 FIRST
AMENDMENT TO


PURCHASE AND SALE AGREEMENT]