Exhibit 10.1
AMENDED AND RESTATED
ADVISORY AGREEMENT
THIS AMENDED AND RESTATED ADVISORY AGREEMENT is entered into as of January 1,
2006, by and between Senior Housing Properties Trust, a Maryland real estate
investment trust (the "Company"), Reit Management & Research LLC, a Delaware
limited liability company, successor in interest to Reit Management &
Research, Inc. (the "Advisor"), and, solely with respect to certain
non-competition covenants in Section 14 of this Agreement, Barry M. Portnoy,
Gerard M. Martin and Adam D. Portnoy.
WHEREAS, the Company and the Advisor are parties to an Advisory Agreement, dated
as of October 12, 1999 (as amended, the "Original Agreement"), and Barry M.
Portnoy and Gerard M. Martin are parties to the Original Agreement solely with
respect to certain covenants in Section 14 thereof;
WHEREAS, the Company, through its Independent Trustees (as hereinafter defined),
has requested that the Original Agreement be amended to add Adam D. Portnoy as a
party thereto solely with respect to Section 14 of the Original Agreement with
respect to certain non-competition covenants, and the Company and Adam D.
Portnoy have agreed to that amendment; and
WHEREAS, in connection with that amendment, the parties hereto desire to restate
the Original Agreement, as so amended;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the
parties hereto agree that the Original Agreement is hereby amended and restated
to read in its entirety as follows:
1.
GENERAL DUTIES OF THE ADVISOR. THE ADVISOR SHALL USE ITS BEST
EFFORTS TO PRESENT TO THE COMPANY A CONTINUING AND SUITABLE INVESTMENT PROGRAM
CONSISTENT WITH THE INVESTMENT POLICIES AND OBJECTIVES OF THE COMPANY. SUBJECT
TO THE SUPERVISION OF THE COMPANY'S BOARD OF TRUSTEES (THE "TRUSTEES") AND UNDER
THEIR DIRECTION, AND CONSISTENT WITH THE PROVISIONS OF THE COMPANY'S DECLARATION
OF TRUST, THE ADVISOR SHALL:
(A)
SERVE AS THE COMPANY'S INVESTMENT ADVISOR, WITH ITS OBLIGATIONS TO
INCLUDE PROVIDING RESEARCH AND ECONOMIC AND STATISTICAL DATA IN CONNECTION WITH
THE COMPANY'S INVESTMENTS AND RECOMMENDING CHANGES IN THE COMPANY'S INVESTMENT
POLICIES, WHEN APPROPRIATE;
(B)
INVESTIGATE AND EVALUATE INVESTMENT, FINANCING AND REFINANCING
OPPORTUNITIES AND MAKE RECOMMENDATIONS CONCERNING THESE OPPORTUNITIES TO THE
TRUSTEES;
(C)
MANAGE THE COMPANY'S SHORT-TERM INVESTMENTS, INCLUDING THE
ACQUISITION AND SALE OF MONEY MARKET INSTRUMENTS IN ACCORDANCE WITH THE
COMPANY'S POLICIES;
(D)
ADMINISTER THE DAY-TO-DAY OPERATIONS OF THE COMPANY;
(E)
INVESTIGATE, NEGOTIATE AND ENTER INTO APPROPRIATE CONTRACTS ON
BEHALF OF THE COMPANY WITH INDIVIDUALS, CORPORATIONS AND OTHER ENTITIES (I) FOR
THE PURCHASE, LEASE OR SERVICING OF REAL ESTATE AND RELATED INTERESTS AND
OTHERWISE IN FURTHERANCE OF THE INVESTMENT ACTIVITIES OF THE COMPANY AND
(II) FOR THE FINANCING AND REFINANCING OF INVESTMENTS AND OTHERWISE IN
FURTHERANCE OF THE FINANCING ACTIVITIES OF THE COMPANY;
(F)
UPON REQUEST OF THE TRUSTEES, ACT AS ATTORNEY-IN-FACT OR AGENT IN
ACQUIRING AND DISPOSING OF INVESTMENTS AND FUNDS OF THE COMPANY AND IN HANDLING,
PROSECUTING AND SETTLING ANY CLAIMS OF THE COMPANY;
(G)
OBTAIN FOR THE COMPANY, WHEN APPROPRIATE, THE SERVICES OF PROPERTY
MANAGERS OR MANAGEMENT FIRMS TO PERFORM CUSTOMARY PROPERTY MANAGEMENT SERVICES
WITH REGARD TO