Exhibit 10.32


 


FIRST
AMENDMENT TO

AMENDED AND RESTATED MASTER LEASE AGREEMENT

(LEASE NO. 4)


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and
entered into as of October 1, 2009 by and among each of the parties
identified on the signature pages hereof as a landlord (collectively, “Landlord”),
and each of the parties identified on the signature pages hereof as a
tenant (jointly and severally, “Tenant”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the terms of that certain
Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4,
2009 (“Amended Lease No. 4”), Landlord leases to Tenant, and Tenant
leases from Landlord, the Leased Property (this and other capitalized terms
used but not otherwise defined herein having the meanings given such terms in
Amended Lease No. 4), all as more particularly described in Amended Lease No. 4;
and


 


WHEREAS, on or about the date hereof, SNH CHS
Properties Trust has acquired certain real property and related improvements
known as Brandon Woods at Alvamar, and
located at 1501 Inverness Drive, Lawrence, Kansas 66047, as more
particularly described on Exhibit A-26 attached hereto (the “Brandon
Woods Property”); and


 


WHEREAS, in connection with the acquisition of the
Brandon Woods Property, SNH CHS Properties Trust desires to lease the Brandon
Woods Property to Five Star Quality Care Trust and Five Star Quality Care Trust
desires to lease the Brandon Woods Property from SNH CHS Properties Trust; and


 


WHEREAS, SNH CHS Properties Trust, the other
entities comprising Landlord, Five Star Quality Care Trust and the other
entities comprising Tenant wish to amend Amended Lease No. 4 to include
the Brandon Woods Property;


 


NOW,
THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree that, effective as of the
date hereof, Amended Lease No. 4 is hereby amended as follows:


 






 










 


1.             Definition of Minimum Rent.  The defined term “Minimum Rent” set forth in Section 1.68
of Amended Lease No. 4 is hereby deleted in its entirety and replaced with
the following:


 


“Minimum
Rent”  shall mean the sum of Twenty-Two Million
Seven Hundred Forty-Seven Thousand Three Hundred Sixty-Nine and 09/100s Dollars
($22,747,369.09) per annum.


 


2.             Leased Property.  Section 2.1 of Amended Lease No. 4
is hereby amended by deleting subsection (a) therefrom in its entirety and
replacing it with the following:


 


(a)           those certain tracts, pieces and
parcels of land as more particularly described on Exhibits A-1 through A-26
attached hereto and made a part hereof (the “Land”).


 


3.             Schedule 1.  Schedule 1 to Amended Lease No. 4 is
hereby deleted in its entirety and replaced with Schedule 1 attached
hereto.


 


4.             Exhibit A.  Exhibit A to Amended Lease No. 4 is
hereby amended by adding Exhibit A-26 attached hereto immediately
following Exhibit A-25 to the Amended Lease No. 4.


 


5.             Ratification.  As amended hereby, Amended Lease No. 4
is hereby ratified and confirmed.


 


[Remainder
of page intentionally left blank;


signature
pages follow]


 


2

















 


IN WITNESS WHEREOF, the parties have executed
this Amendment as a sealed instrument as of the date above first written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  SNH SOMERFORD PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SNH NS PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SNH/LTA PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPTIHS PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SNH CHS PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President

  



 


3

















 


	
   

  	
  SNH/LTA PROPERTIES GA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CCOP SENIOR LIVING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis R. Murphy
  III

  
	
   

  	
   

  	
  Francis R. Murphy III

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE - NS
  TENANT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis R. Murphy
  III

  
	
   

  	
   

  	
  Francis R. Murphy III

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FS TENANT HOLDING COMPANY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis R. Murphy
  III

  
	
   

  	
   

  	
  Francis R. Murphy III

  
	
   

  	
   

  	
  Treasurer

  



 


4

















 


EXHIBIT
A-26


 


Brandon Woods at Alvamar


1501 Inverness Drive


Lawrence, KS 66047


 


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


 

















 


SCHEDULE 1


 


PROPERTY-SPECIFIC INFORMATION


 


	
  Exhibit

  	
   

  	
  Property Address

  	
   

  	
  Base Gross Revenues

  (Calendar Year)

  	
   

  	
  Base Gross Revenues

  (Dollar Amount)

  	
   

  	
  Commencement

  Date

  	
   

  	
  Interest 

  Rate

  	
   

  
	
  A-1

  	
   

  	
  Somerford Place -
  Stockton 

  3530 Deer Park Drive 

  Stockton, CA 95219

  	
   

  	
  2009

  	
   

  	
  N/A

  	
   

  	
  03/31/2008

  	
   

  	
  8

  	
  %

  
	
  A-2

  	
   

  	
  La Villa Grande Care
  Center 

  2501 Little Bookcliff Drive 

  Grand Junction, CO 81501

  	
   

  	
  2005

  	
   

  	
  $

  	
  5,205,189

  	
   

  	
  12/31/2001

  	
   

  	
  10

  	
  %

  
	
  A-3

  	
   

  	
  Court at Palm-Aire 

  2701 North Course Drive 

  Pompano Beach, FL 33069

  	
   

  	
  2007

  	
   

  	
  $

  	
  12,992,201

  	
   

  	
  09/01/2006

  	
   

  	
  8.25

  	
  %

  
	
  A-4

  	
   

  	
  Southland Care Center 

  606 Simmons Street 

  Dublin, GA 31021

  	
   

  	
  2005

  	
   

  	
  $

  	
  5,335,403

  	
   

  	
  12/31/2001

  	
   

  	
  10

  	
  %

  
	
  A-5

  	
   

  	
  Autumn Breeze
  Healthcare Center 

  1480 Sandtown Road 

  Marietta, GA 30008

  	
   

  	
  2005

  	
   

  	
  $

  	
  5,208,341

  	
   

  	
  12/31/2001

  	
   

  	
  10

  	
  %

  
	
  A-6

  	
   

  	
  Northlake Gardens 

  1300 Montreal Road 

  Tucker, GA 30084

  	
   

  	
  2006

  	
   

  	
  $

  	
  2,240,421

  	
   

  	
  06/03/2005

  	
   

  	
  9

  	
  %

  
	
  A-7

  	
   

  	
  Westridge Quality 

  Care & Rehabilitation 

  600 Manor Drive 

  Clarinda, IA 51632

  	
   

  	
  2005

  	
   

  	
  $

  	
  2,933,641

  	
   

  	
  12/31/2001

  	
   

  	
  10

  	
  %

  
	
  A-8

  	
   

  	
  Brenden Gardens 

  900 Southwind Road 

  Springfield, IL 62703

  	
   

  	
  2007

  	
   

  	
  $

  	
  1,802,414

  	
   

  	
  09/01/2006

  	
   

  	
  8.25

  	
  %

  
	
  A-9

  	
   

  	
  Overland Park
  Place 

  6555 West 75th Street 

  Overland Park, KS 66204

  	
   

  	
  2005

  	
   

  	
  $

  	
  2,539,735

  	
   

  	
  10/25/2002

  	
   

  	
  10

  	
  %

  
	
  A-10

  	
   

  	
  Morningside of Mayfield
  

  1517 West Broadway 

  Mayfield, KY 42066

  	
   

  	
  2006

  	
   

  	
  $

  	
  1,197,256

  	
   

  	
  11/19/2004

  	
   

  	
  9

  	
  %

  
	
  A-11

  	
   

  	
  The Neighborhood of
  Somerset 

  100 Neighborly Drive 

  Somerset, KY 42503

  	
   

  	
  2007

  	
   

  	
  $

  	
  1,893,629

  	
   

  	
  11/05/2006

  	
   

  	
  8.25

  	
  %

  



 

















 


	
  A-12

  	
   

  	
  Centennial Park

  Retirement Village

  510 Centennial Circle

  North Platte, NE 69101

  	
   

  	
  2009

  	
   

  	
  N/A

  	
   

  	
  02/17/2008

  	
   

  	
  8

  	
  %

  
	
  A-13

  	
   

  	
  Westgate Assisted
  Living 

  3030 South 80th Street 

  Omaha, NE 68124

  	
   

  	
  2006

  	
   

  	
  $

  	
  2,210,173

  	
   

  	
  06/03/2005

  	
   

  	
  9

  	
  %

  
	
  A-14

  	
   

  	
  NewSeasons at Cherry
  Hill 

  490 Cooper Landing Road 

  Cherry Hill, NJ 08002*

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12/29/2003

  	
   

  	
  10

  	
  %

  
	
  A-15

  	
   

  	
  NewSeasons at Mount
  Arlington 

  2 Hillside Drive 

  Mount Arlington, NJ 07856*

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12/29/2003

  	
   

  	
  10

  	
  %

  
	
  A-16

  	
   

  	
  NewSeasons at New
  Britain 

  800 Manor Drive 

  Chalfont, PA 18914*

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12/29/2003

  	
   

  	
  10

  	
  %

  
	
  A-17

  	
   

  	
  NewSeasons at Clarks
  Summit 

  950 Morgan Highway 

  Clarks Summit, PA 18411*

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12/29/2003

  	
   

  	
  10

  	
  %

  
	
  A-18

  	
   

  	
  NewSeasons at
  Exton 

  600 North Pottstown Pike 

  Exton, PA 19341*

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12/29/2003

  	
   

  	
  10

  	
  %

  
	
  A-19

  	
   

  	
  NewSeasons at Glen
  Mills (Concordville) 

  242 Baltimore Pike 

  Glen Mills, PA 19342*

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12/29/2003

  	
   

  	
  10

  	
  %

  
	
  A-20

  	
   

  	
  NewSeasons at Tiffany
  Court 

  700 Northampton Street 

  Kingston, PA 18704*

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12/29/2003

  	
   

  	
  10

  	
  %

  
	
  A-21

  	
   

  	
  Morningside of
  Greenwood 

  116 Enterprise Court 

  Greenwood, SC 29649

  	
   

  	
  2006

  	
   

  	
  $

  	
  1,322,836

  	
   

  	
  06/03/2005

  	
   

  	
  9

  	
  %

  
	
  A-22

  	
   

  	
  Montevista at Coronado 

  1575 Belvidere Street 

  El Paso, TX 79912

  	
   

  	
  2005

  	
   

  	
  $

  	
  8,149,609

  	
   

  	
  01/11/2002

  	
   

  	
  10

  	
  %

  



 






“*” indicates New Seasons Property


 

















 


	
  A-23

  	
   

  	
  Dominion Village at Poquoson

  531 Wythe Creek Road

  Poquoson, VA 23662

  	
   

  	
  2005

  	
   

  	
  $

  	
  1,359,832

  	
   

  	
  5/30/2003

  	
   

  	
  10

  	
  %

  
	
  A-24

  	
   

  	
  Morningside in the West
  End 

  3000 Skipwith Road 

  Richmond, VA 23294

  	
   

  	
  2006

  	
   

  	
  $

  	
  3,792,363

  	
   

  	
  11/19/2004

  	
   

  	
  9

  	
  %

  
	
  A-25

  	
   

  	
  Worland
  Healthcare & 

  Rehabilitation Center 

  1901 Howell Avenue 

  Worland, WY 82401

  	
   

  	
  2005

  	
   

  	
  $

  	
  3,756,035

  	
   

  	
  12/31/2001

  	
   

  	
  10

  	
  %

  
	
  A-26

  	
   

  	
  Brandon Woods at
  Alvamar 
 1501 Inverness Drive, 

  Lawrence, KS 66047

  	
   

  	
  2010

  	
   

  	
  N/A

  	
   

  	
  10/01/2009

  	
   

  	
  8.75

  	
  %