Exhibit 10.1


 


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 7th day of August, 2008 by and among HRPT PROPERTIES TRUST,  a Maryland real estate investment trust (“HRPT”),
HUB PROPERTIES TRUST, a Maryland
real estate investment trust (“Hub”), and MOB REALTY TRUST, a Massachusetts nominee trust (“MOB”,
and together with HRPT and Hub, each a “Seller” and collectively, “Sellers”),
and SENIOR HOUSING PROPERTIES TRUST,
a Maryland real estate investment trust (“Purchaser”).


 


WITNESSETH:


 


WHEREAS,
Sellers 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 located in
Massachusetts, Pennsylvania and New York, all as more particularly described in
the Agreement;


 


WHEREAS, the
condition to Closing set forth in Sections 4.2 and 5.3 of the Agreement to
obtain a Ground Lease Consent and Estoppel with respect to the Property located
at 340 Thompson Road, Webster, Massachusetts (the “Webster Property”)
will not be satisfied on or before the Closing Date; and


 


WHEREAS,
Sellers and Purchaser desire to amend the Agreement to: (a) remove the
Webster Property from the Agreement; (b) reduce the Purchase Price by
$3,000,000 as a result of such removal; and (c) change the definition of “Title
Company”, all 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.             Allocable Purchase Price
Definition.  Section 1.2 of the Agreement is hereby
amended by deleting “One Hundred Twelve Million Nine Hundred Ten Thousand Eight
Hundred and Twenty-Four Dollars ($112,910,824)” and inserting “One Hundred Nine
Million Nine Hundred Ten Thousand Eight Hundred and Twenty-Four Dollars
($109,910,824)” in its place.


 

















 


3.             Ground Lease Definition.  Section 1.8 of the Agreement is hereby deleted in its entirety and
replaced with “Intentionally Deleted.”


 


4.             Land Definition.  Section 1.12 of the Agreement is hereby amended by deleting “Schedule
B-1 through B-21” and inserting “Schedule B-1 through B-20” in its
place.


 


5.             Properties Definition.  Section 1.18 of the Agreement is hereby amended by deleting “Schedule
B-1 through B-21” and inserting “Schedule B-1 through B-20” in its
place.


 


6.             Purchase Price Definition.  Section 1.19 of the Agreement is hereby amended by deleting “One
Hundred Twelve Million Nine Hundred Ten Thousand Eight Hundred and Twenty-Four
Dollars ($112,910,824)” and inserting “One Hundred Nine Million Nine Hundred
Ten Thousand Eight Hundred and Twenty-Four Dollars ($109,910,824)” in its
place.


 


7.             Title Company Definition. Section 1.23 of the Agreement is
hereby amended by deleting “Lawyers Title Insurance Corporation” and inserting “Stewart
Title Guaranty Company” in its place.


 


8.             Closing Documents.  Section 4.1(a) is hereby deleted in its entirety and replaced
with the following:


 


“A good and sufficient deed in the applicable form attached as Schedule
D hereto, with respect to each Property, in proper statutory form for
recording, duly executed and acknowledged by the applicable Seller, conveying
title to such Property, free from all liens and encumbrances other than the
Permitted Exceptions;”


 


9.             Ground Lease Consent and
Estoppel.  Sections 4.2 and 5.3 of the Agreement are
hereby deleted in their entirety and replaced with “Intentionally Deleted.”


 


10.          Real Property Apportionments.  Section 9.1 of the Agreement is hereby amended by deleting the
words “and the Ground Lease” from subsections (i) and (ii) thereof;


 


11.          Schedule A – List of Properties and
Allocable Purchase Prices.  Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule
A attached hereto.


 


12.          Schedule B – Land.  Schedule B-1 through B-21 to the Agreement is hereby deleted and replaced in its entirety with Schedule
B-1 through B-20 attached hereto.


 


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13.          Schedule C – Rent Roll.  Schedule C to the
Agreement is hereby deleted and replaced in its entirety with Schedule C
attached hereto.


 


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


 


15.          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.


 


16.          Non-Liability of Trustees of Seller.  The
Declarations of Trust of HRPT and Hub, copies of which are duly filed with the
Department of Assessments and Taxation of the State of Maryland, provide that
the names “HRPT Properties Trust” and “Hub Properties Trust” refer to the
trustees under such Declarations of Trust collectively as trustees, but not
individually or personally, and that no trustee, officer, shareholder, employee
or agent of HRPT or Hub shall be held to any personal liability, jointly or
severally, for any obligation of, or claim against, HRPT or Hub, as the case
may be.  All persons dealing with the
Sellers in any way shall look only to the assets of the Sellers for the payment
of any sum or the performance of any obligation.


 


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


 


[Signature page follows.]


 


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


 


 


	
   

  	
  SELLERS:

  
	
   

  	
   

  
	
   

  	
  HRPT PROPERTIES TRUST,

  
	
   

  	
  a Maryland real estate
  investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Popeo

  
	
   

  	
   

  	
  John C. Popeo

  
	
   

  	
   

  	
  Treasurer and Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  HUB PROPERTIES TRUST,

  
	
   

  	
  a Maryland real estate
  investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Popeo

  
	
   

  	
   

  	
  John C. Popeo

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  MOB REALTY TRUST,

  
	
   

  	
  a Massachusetts nominee trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Mannix

  
	
   

  	
   

  	
  John A. Mannix, as trustee and not 

  individually

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Popeo

  
	
   

  	
   

  	
  John C. Popeo, as trustee and not 

  individually

  
	
   

  	
   

  
	
   

  	
  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]


 

















 


The following schedule has been omitted and will be supplementally
furnished to the Securities and Exchange Commission upon request: 


 


Schedule A (List of Properties and Allocable
Purchase Prices)


 

















 


The following schedules have been omitted and will be supplementally
furnished to the Securities and Exchange Commission upon request:


 


Schedule B-1 through B-20 (Land Descriptions)


 


 

















 


The following schedule has been omitted and will be supplementally
furnished to the Securities and Exchange Commission upon request:


 


Schedule C (Rent Roll)