**Exhibit 10.1**

 

**SECOND AMENDMENT TOAMENDED AND RESTATED MASTER LEASE AGREEMENT(LEASE NO. 3)**

 

**THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTERLEASE AGREEMENT (LEASE NO.****3**) (this"Amendment") is made and entered into as of September 1,2008 by and among each of the parties identified on the signature page hereofas a landlord, as landlord (collectively, "Landlord"), and **FIVE STAR QUALITY CARE****TRUST,**a Marylandbusiness trust, as tenant ("Tenant").

 

**WITNESSETH:**

 

**WHEREAS,**Landlord and Tenant are parties to that certain Amended andRestated Master Lease Agreement (Lease No. 3), dated as of June 30,2008, as amended by that certain First Amendment to Amended and Restated MasterLease Agreement (Lease No. 3), dated as of August 1, 2008 (as soamended, "Lease No. 3"); and

 

**WHEREAS,**on or about the datehereof, various affiliates of Landlord (collectively, the "RMILandlords") have acquired eight senior living facilities located inState of Indiana (collectively, the "RMI Facilities"); and

 

**WHEREAS,**Landlord and Tenant would prefer to add theRMI Properties to Lease No. 3 on the date hereof but it is notfeasible to do so because of certain financing restrictions which currentlyencumber the RMI Facilities; and

 

**WHEREAS,**insteadof adding the RMI Properties to Lease No. 3 as of the date hereof, the RMILandlords are leasing the RMI Facilities to Five Star Quality Care-RMI, LLC(the "RMI Tenant") pursuant to a separate Master LeaseAgreement, dated as of the date hereof, among the RMI Landlords and the RMI Tenant;and

 

**WHEREAS,**Landlord and Tenant have agreed to amend Lease No. 3 incertain respects in order to cause the RMI Facilities to be added to Lease No. 3as soon as the applicable financing restrictions are released; and

 

**WHEREAS,**the RMI Landlords and theRMI Tenant have agreed to joinin this Amendment for the limited purposes of evidencing their consent to thisAmendment and their agreement to add the RMI Facilities to Lease No. 3 assoon as the applicable financing restrictions are released;

 

**NOW, THEREFORE,**inconsideration of the mutual covenants herein contained and other good andvaluable consideration, the

 

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mutual receipt and legal sufficiency of which are hereby acknowledged,Landlord and Tenant hereby agree that, effective as of the date hereof, Lease No. 3is hereby amended as follows:

 

1.           Definitionof RMI Lease.  The followingnew definition for the term "RMI Lease" is hereby added to Lease No. 3as a new Section 1.95 immediately following Section 1.94 thereof:

 

**"RMI Lease"**shall mean that certain Master Lease Agreement, dated as of September 1,2008, by and among SNH RMI Fox Ridge Manor Properties LLC, SNH RMI JeffersonManor Properties LLC, SNH RMI McKay Manor Properties LLC, SNH RMI NorthwoodManor Properties LLC, SNH RMI Oak Woods Manor Properties LLC, SNH RMI ParkSquare Manor Properties LLC, SNH RMI Smith Farms Manor Properties LLC, SNH RMISycamore Manor Properties LLC, and Five Star Quality Care-RMI, LLC.

 

2.           Definitionof RMI Property.  The following newdefinition for the term "RMI Property" is hereby added to Lease No. 3immediately following new Section 1.95 thereof:

 

**"RMI Property"**shall mean a "Property," as defined therein, under the RMI Lease.

 

3.           Defaultunder RMI Lease.  The following new Section 12.1(1) ishereby added to Lease No. 3 immediately following Section 12.1(k) thereof:

 

should there occur an "Event of Default," as defined therein, under the RMI Lease.

 

4.           Additionof RMI Properties.  Thefollowing new Section 23.18 is hereby added to Lease No. 3immediately following Section 23.17 thereof:

 

**RMI Properties****.** Landlord and Tenant expressly acknowledgeand agree that, effective automatically upon the release of any RMIProperty from the financingwhich is secured by such RMI Property, such RMI Property shall be added to anddemised under this Agreement inaccordance with the terms and conditions hereof, the Minimum Rent payablehereunder shall be increased by an amount equal to theMinimum Rent payable under the RMILease with respect to such RMI Property (as reasonablydetermined by Landlord and Tenant), and the Additional Rent payablehereunder

 

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shall be increased by the Additional Rent payable under the RMI Leasewith respect to such RMI Property. The addition of such RMI Property inaccordance with the terms hereof shall be automatic without any requirementthat Landlord or Tenant take any action or execute any document, instrument,amendment or confirmation with respect thereto. Notwithstanding the foregoing,Landlord and Tenant shall execute and deliver such documents, instruments,agreements and confirmations as the other party shall reasonably request withrespect to the foregoing.

 

6.             Ratification.  As amended hereby, Lease No. 3 is herebyratified and confirmed.

 

**[Signature Page Follows.]**

 

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**IN WITNESS WHEREOF,**theparties have executed this Amendment as a sealed instrument as of the dateabove first written.

 

 
|   | **LANDLORD:**                       |
|--------|-------------------------------------|
|   |                                |
|   | **SNH SOMERFORD PROPERTIES TRUST,** |
|   | **SPTIHS PROPERTIES TRUST,**and     |
|   | **SPTMNR PROPERTIES TRUST,**each  a |
|   | Maryland real estate investment     |
|   | trust                               |
|   |                                |
|   |                                |
|   | By:                                 |   /s/ David J. Hegarty |
|   |                                | David J. Hegarty |
|   |                                | President and Chief Operating |
|   |                                | Officer of each of the |
|   |                                | foregoing entities |
|   |                                |
|   |                                |
|   | **TENANT:**                         |
|   |                                |
|   | **FIVE STAR QUALITY CARE TRUST,**a  |
|   | Maryland business trust             |
|   |                                |
|   |                                |
|   | By:                                 |   /s/ Francis R. Murphy III |
|   |                                | Francis R. Murphy III |
|   |                                | Treasurer and Chief Financial |
|   |                                | Officer |
|        |                                     |  |  |

 

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THE RMI LANDLORDS AND THE RMITENANT HEREBY JOIN IN THE EXECUTION OF THIS AMENDMENT FOR THE LIMITED PURPOSESOF CONSENTING TO THE TERMS AND CONDITIONS HEREOF ONCE THE APPLICABLE FINANCINGRESTRICTIONS ARE RELEASED WITH RESPECT TO EACH RMI PROPERTY.

 

**RMIOWNERS:**

 

**SNH RMI FOXRIDGE MANOR PROPERTIES LLC,**

**SNH RMIJEFFERSON MANOR PROPERTIES LLC,**

**SNH RMIMCKAY MANOR PROPERTIES LLC,**

**SNH RMINORTHWOOD MANOR PROPERTIES LLC,**

**SNH RMIOAK WOODS MANOR PROPERTIES LLC,**

**SNH RMIPARK SQUARE MANOR PROPERTIES LLC,**

**SNH RMI SMITHFARMS MANOR PROPERTIES LLC,** and

**SNH RMISYCAMORE MANOR PROPERTIES LLC,**

each a Maryland limitedliability company

 
| By:                                   |   /s/  David J. Hegarty      |   |
|---------------------------------------|----------------------------------------|--------|
|                                  | David J.  Hegarty                      |   |
|                                  | President  and Chief Operating Officer |   |
|                                  | of each of the foregoing  entities     |   |
|                                  |                                   |   |
| **RMI  OPERATOR:**                    |                                   |
| ** **                            |                                   |
| **FIVE STAR  QUALITY CARE-RMI, LLC,** |                                   |
| a Maryland limited liability company  |                                   |
|                                  |                                   |   |
|                                  |                                   |   |
| By:                                   |   /s/ Francis  R. Murphy III |   |
|                                  | Francis R.  Murphy III                 |   |
|                                  | Treasurer and Chief  Financial Officer |   |

 

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