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
