Exhibit 10.4


 


SECOND
AMENDMENT TO PURCHASE AGREEMENT


 


THIS SECOND
AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made as
of August 6,  2009
by and between HUB 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, as amended by that certain First Amendment to Purchase Agreement, dated December 23,
2008 (as amended, 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 2.2
is hereby deleted in its entirety and the following is inserted in substitution
therefor:


 


2.2            Closing.  The purchase and sale of the Property shall
be consummated at a closing (the “Closing”) to be held at the offices of
Sullivan & Worcester LLP, One Post Office Square, Boston,
Massachusetts, or at such other location as the Seller and the Purchaser may
agree, at 10:00 a.m., local time, on August 6, 2009 (the “Closing Date”).


 


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 “Hub 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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HUB PROPERTIES TRUST, a Maryland real estate
  investment trust

  
	
  /s/
  Judith A. Stapleton

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John C. Popeo

  
	
   

  	
   

  	
   

  	
  John
  C. Popeo, Treasurer and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENIOR HOUSING PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
  /s/
  Judith A. Stapleton

  	
   

  	
  By:

  	
  /s/
  David J. Hegarty

  
	
   

  	
   

  	
   

  	
  David
  J. Hegarty, President

  



 

















 


EXHIBIT A


 


Address of Property


 


3030-50 Science Park, San
Diego, California