Exhibit 10.3


 


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.


 


2

















 


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.]


 


3

















 


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 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]


 

















 


SCHEDULE A


 


List of Properties and Allocable Purchase
Prices


 


	
  Property

  	
   

  	
  Allocable Purchase Price

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  35 Millbury Street

  Auburn, MA

  	
   

  	
  $91,948,929
  (Includes all MA properties listed below)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  Cady Brook Plaza

  20 Southbridge Road

  Charlton, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  370 Lunenburg Street

  Fitchburg, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  28 Grafton Common

  Grafton, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  165 Mill Street

  Leominster, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  108 Elm Street

  Milbury, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon Clinic

  176 West Street

  Milford, MA

  	
   

  	
  (Included in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon Clinic

  338 Church Street

  Northbridge, MA

  	
   

  	
  (Included in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  405-407 Main Street

  Spencer, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  67 Hall Road

  Sturbridge, MA

  	
   

  	
  (Included
  in above amount)

  



 

















 


	
  Property

  	
   

  	
  Allocable Purchase Price

  
	
   

  	
   

  	
   

  
	
  Fallon Clinic

  112 E. Main Street

  Westborough, MA

  	
   

  	
  (Included in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  106 East Main Street

  Westborough, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon Clinic

  630 Plantation Street

  Worcester, MA

  	
   

  	
  (Included in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon Clinic

  277 E. Mountain Street

  Worcester, MA

  	
   

  	
  (Included in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  135 Gold Star Boulevard

  Worcester, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  95 Lincoln Street

  Worcester, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon Clinic

  191 May Street

  Worcester, MA

  	
   

  	
  (Included in above amount)

  
	
   

  	
   

  	
   

  
	
  Fallon
  Clinic

  425 N. Lake Avenue

  Worcester, MA

  	
   

  	
  (Included
  in above amount)

  
	
   

  	
   

  	
   

  
	
  210
  Mall Boulevard

  King of Prussia, PA

  	
   

  	
  $6,055,222

  
	
   

  	
   

  	
   

  
	
  H.I.P.
  of Brooklyn

  Citibank Building, 6300

  Eighth Avenue

  Brooklyn, NY

  	
   

  	
  $11,906,673

  
	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $109,910,824

  



 

















 


SCHEDULE B-1 through B-20


 


Land


 

















 


SCHEDULE C


 


Rent Roll


 


Certain Schedules to this agreement have been omitted.  The Company agrees to furnish supplementally
copies of any of the omitted Schedules to the Securities and Exchange
Commission upon request.