FIRST AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
EXHIBIT 10.1
FIRST AMENDMENT TO AMENDED
AND RESTATED ADVISORY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND
RESTATED ADVISORY AGREEMENT (this "Amendment") is dated
as of as of June 11, 2008, by and between SENIOR HOUSING PROPERTIES
TRUST, a Maryland real estate investment trust (the "Company"), and REIT MANAGEMENT & RESEARCH
LLC, a Delaware limited liability company (the "Advisor").
RECITAL:
The Company and
the Advisor are parties to an Amended and Restated Advisory Agreement, dated as
of January 1, 2006 (the "Advisory
Agreement").
The Company and
the Advisor wish to amend the Advisory Agreement to adjust the calculation of
the Advisory Fee (as defined therein) with respect to certain medical office
buildings, clinics and biomedical, pharmaceutical and laboratory buildings which
the Company has contracted to buy from HRPT Properties Trust and/or certain of
its subsidiaries ("HRPT") pursuant to
various purchase and sale agreements, all dated as of May 5, 2008 (collectively,
the "Purchase
Agreements").
NOW, THEREFORE,
in consideration of the foregoing and the agreements set forth in this
Amendment, the Company and the Advisor agree as follows:
1. Notwithstanding
anything in Section 9 of the Advisory Agreement to the contrary, with respect to
any properties acquired by the Company pursuant to the Purchase Agreements,
the "Average Invested Capital" (as defined in the Advisory Agreement)
for each such property on the date of acquisition shall equal the undepreciated
gross book value thereof on the books of HRPT immediately prior to acquisition
of such property by the Company (including capitalized closing and other costs
and costs which may be allocated to intangibles or are unallocated) and all
subsequent adjustments shall be based on that initial book value.
2. As
amended hereby, the Advisory Agreement is hereby ratified and
confirmed.
IN WITNESS WHEREOF, the
Company and the Advisor have caused this Amendment to be duly executed, as a
sealed instrument, as of the date first set forth above.
By: /s/ Xxxxx X.
Xxxxxxx
Xxxxx X.
Xxxxxxx
President
REIT MANAGEMENT &
RESEARCH LLC
By:/s/ Xxxx X.
Xxxxxxxx
Xxxx X.
Xxxxxxxx
Senior Vice
President
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