Exhibit 10.4


 


FIRST
AMENDMENT TO PURCHASE AGREEMENT


 


THIS FIRST AMENDMENT TO PURCHASE
AGREEMENT (this “Amendment”) is made as of January 26,  2009 by and between HRPT PROPERTIES TRUST, a Maryland real
estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate
investment trust (the “Purchaser”).


 


W I T N E S
S E T H


 


WHEREAS, the Seller and the Purchaser executed a Purchase and Sale Agreement
dated as of May 5, 2008 (the “Purchase Agreement”), with respect to
the Property (this and other capitalized terms used and not otherwise defined
herein shall have the meanings given such terms in the Purchase Agreement)
described in Exhibit A hereto; and


 


WHEREAS, the Seller and the Purchaser now wish to amend the Purchase Agreement
subject to and upon the terms and conditions set forth herein;


 


NOW, THEREFORE, for good and valuable consideration and in
consideration of the mutual covenants of the parties hereto, the mutual receipt
and legal sufficiency of which is hereby acknowledged, Landlord and Tenant
hereby agree as follows:


 


1.                                      Section 1.13 is hereby
deleted in its entirety and the following is inserted in substitution therefor:


 


1.13  “Purchase Price”  shall mean Nineteen Million Two Hundred Fifty
Thousand Dollars ($19,250,000).


 


2.                                      As amended
hereby, the Agreement is in full force and effect and is hereby ratified and
confirmed.


 


3.                                      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.


 


4.                                      The Declaration of Trust of the Seller, a copy of which is duly filed with
the Department of Assessments and Taxation of the State of Maryland, provides
that the name “HRPT 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 the



 

















 


Seller shall be held to any personal liability, jointly
or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any
way shall look only to the assets of the Seller for the payment of any sum or
the performance of any obligation.


 


5.                                       The Declaration of Trust of the 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
the 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 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.]


 

















 


IN WITNESS WHEREOF, the Seller and the Purchaser have executed
this Amendment under seal as of the date above first written.


 


	
  WITNESS:

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HRPT PROPERTIES TRUST,
  a

  
	
   

  	
   

  	
  Maryland real estate

  
	
  /s/ Judith A. Stapleton

  	
   

  	
  investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John C. Popeo

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John C. Popeo

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: 

  	
  Treasurer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENIOR HOUSING PROPERTIES TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Judith A. Stapleton

  	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David J. Hegarty

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: 

  	
  President

  	
   

  	
   

  	
   

  	
   

  
																						



 

















 


EXHIBIT A


 


Address of Property


 


15 North Broadway, White Plains, New York