Exhibit 4.1


 


APPOINTMENT OF SUCCESSOR
RIGHTS AGENT


 


This instrument is dated
as of December 13, 2004, and entered into by Senior Housing Properties
Trust, a Maryland real estate investment trust (the “Company”), and Wells Fargo Bank, National Association, a
national banking association (“Wells Fargo”).


BACKGROUND


 


A.            The parties hereto refer to the Rights Agreement, dated
as of March 10, 2004 (the “Rights
Agreement”), between the Company and EquiServe Trust Company, N.A.,
a national banking association, as Rights Agent thereunder (in such capacity,
the “Predecessor Rights Agent”).


B.            The parties further refer to the Terms and Conditions of
Appointment, adopted by the Company on August 12, 2004 (the “Terms and Conditions”), providing, among
things, for the appointment of Wells Fargo as the transfer agent for the
Company’s issued and outstanding capital shares and as successor Rights Agent
under the Rights Agreement.


C.            This instrument is entered into in furtherance of the
appointment of Wells Fargo as successor Rights Agent under the Rights
Agreement.


NOW THEREFORE, the
parties agree as follows:


Section 1.               The
Company has heretofore given notice to the Predecessor Rights Agent of its
removal as Rights Agent under the Rights Agreement, effective as of the date hereof
subject to the appointment of a successor in accordance with Section 21 of
the Rights Agreement.


Section 2.               Wells
Fargo hereby represents to the Company that, in accordance with Section 21
of the Rights Agreement, it is a legal business entity organized and doing
business under the laws of the United States, in good standing, authorized
under such laws to exercise corporate trust, stock transfer or shareholder
services powers, subject to supervision or examination by federal or state
authority and has a combined capital and surplus of at least $100,000,000.


Section 3.               The
Company hereby confirms that, pursuant to the Terms and Conditions, it has
appointed, and it does hereby appoint, Wells Fargo to act as successor to the
Predecessor Rights Agent as Rights Agent under the Rights Agreement, which
appointment shall become effective at the Effective Time (as defined below).


Section 4.               Wells
Fargo hereby confirms that, pursuant to the Terms and Conditions, it has
accepted, and it does hereby accept, its appointment as successor Rights Agent
under the Right Agreement effective at the Effective Time.


Section 5.               Pursuant
and subject to Section 21 of the Rights Agreement, at the Effective Time
Wells Fargo shall become and thereafter shall be a party to the Rights
Agreement as Rights Agent thereunder and shall be vested with the same powers,
rights, duties and 





















responsibilities as if it had been originally named as
Rights Agent without further act or deed of any person or entity.  The parties acknowledge their intent that
Wells Fargo does not assume and shall not have any responsibility or liability
for actions or omissions of the Predecessor Rights Agent prior to the Effective
Time.


Section 6.               This
instrument shall become effective as of the opening of business in New York
City on the date first above written (the “Effective
Time”).


Section 7.               For
purposes of Section 25 of the Rights Agreement, the address of Wells Fargo
as Rights Agent thereunder for purposes of notices or demands (until another
address is filed in writing by Wells Fargo as Rights Agent with the Company)
shall be as set forth under Wells Fargo’s signature to this instrument.


Section 8.               All
the covenants and provisions of this instrument by or for the benefit of the
Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns under the Rights Agreement.


Section 9.               This
instrument shall be deemed to be a contract made under the laws of the State of
Maryland and shall for all purposes be governed by and construed in accordance
with the laws of the State of Maryland applicable to contracts made and to be
performed entirely within the State of Maryland, including its principles of
conflicts of law.


Section 10.             This
instrument may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.


IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed under seal as of the day and year first above written.


	
  [SEAL]

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
  By:

  	
  /s/ Claudine Anderson

  	
   

  
	
   

  	
   

  	
  Name: Claudine Anderson

  
	
   

  	
   

  	
  Title: Officer

  
	
  By:

  	
  /s/ Susan J. Roeder

  	
   

  	
   

  
	
   

  	
  Name: Susan J. Roeder

  	
   

  
	
   

  	
  Title: Assistant Secretary

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Wells Fargo Shareowner
  Services

  
	
   

  	
  161 N. Concord Exchange

  
	
   

  	
  South St. Paul, MN
  55075

  
	
   

  	
  Attention: Claudine Anderson

  
						



 


2





















 


	
  [SEAL]

  	
  SENIOR HOUSING
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
  By:

  	
  /s/ John R. Hoadley

  	
   

  
	
   

  	
   

  	
  Name: John R. Hoadley

  
	
   

  	
   

  	
  Title: Treasurer and
  CFO

  
	
  By:

  	
  /s/ David J. Hegarty

  	
   

  	
   

  
	
   

  	
  Name: David J. Hegarty

  	
   

  
	
   

  	
  Title: Secretary

  	
   

  
						



 


 


3