**Exhibit10.2**

Senior Housing Properties Trust400 Centre StreetNewton, MA  02458

 

September 23, 2004

LTA Holdings, Inc.Dover Centre113 Seaboard Lane, Suite B-100 Franklin, Tennessee 37607Attention: W. Patrick Mulloy II, President

 

Gentlemen:

 

Reference is made to anAgreement and Plan of Merger dated as of September 23, 2004 (the “**Agreement**”) by and among Five Star QualityCare, Inc., a Maryland corporation (“**FiveStar**”), FVE Acquisition Inc., a Delaware corporation and awholly-owned subsidiary of Five Star (“**Sub**”), and LTAHoldings, Inc., a Delaware corporation (“**Company**”).  Capitalized terms used in this letteragreement will have the meanings given to them in the Agreement, unlessotherwise defined in this letter agreement.

 

(1)                                  Senior HousingProperties Trust, a Maryland business trust (“**SNH**”)hereby agrees, subject only to the conditions set forth in paragraph (3)hereof, that immediately after the Closing it will purchase the CompanyFacilities and associated real property listed on Exhibit A hereto (the “**Subject Facilities and Property**”**)**and that, contemporaneously with such purchase, it will assume all indebtednessfor borrowed money (including all indebtedness evidenced by mortgages or othernotes) associated with the Subject Facilities and Property; *provided* that, to the extent, and only to the extent,approved by the lender or lenders of such indebtedness, SNH may satisfy itsobligations hereunder by causing one or more of its subsidiaries to purchasethe Subject Facilities and Property and to assume all indebtedness for borrowedmoney associated with the Subject Facilities and Property.

 

(2)           SNH hereby represents and warrants that:

 

(a)                                  (i) SNH is dulyorganized, validly existing and in good standing under the laws of itsjurisdiction of organization and has all requisite power and authority to enterinto this letter agreement and perform its obligations under this letteragreement; and (ii) the execution, delivery and performance of this letteragreement and the consummation of the transactions provided for in this letteragreement have been duly authorized by all necessary action on the part of SNH.

 

 

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(b)                                 This letteragreement has been duly executed and delivered by SNH and constitutes its legal,valid and binding obligation, enforceable against SNH in accordance with itsterms, subject to bankruptcy, insolvency, reorganization, moratorium or similarlaws now or hereafter in effect relating to creditors’ rights generally or togeneral principles of equity.

 

(c)                                  No filing with,and no permit, authorization, consent or approval of, any public body orauthority is necessary for execution and delivery of this letter agreement bySNH and the performance by SNH of its obligations hereunder, except for suchfilings, permits, authorizations, consents or approvals which have been made orobtained.  Neither the execution anddelivery of this Agreement by SNH nor the performance by SNH of its obligationshereunder will (i) conflict with or result in any breach of any provisions ofthe Charter Documents of SNH, (ii) require any consent or other action by anyPerson under, result in a violation or breach of, or constitute (with orwithout due notice or lapse of time or both) a default under, any of the terms,conditions or provisions of any note, bond, mortgage, indenture, license,contract, agreement or other instrument or obligation to which SNH is a partyor by which any of them or any of their properties or assets may be bound, or(iii) violate any order, writ, injunction, decree or Law applicable to SNH.

 

(d)                                 SNH has now andwill have at all times up to and including the Closing sufficient cash,available lines of credit or other sources of immediately available funds toenable it to perform its obligations under paragraph (1) above.

 

(3)                                  The obligationof SNH to consummate the transactions contemplated by paragraph (1) is subjectsolely to the satisfaction or waiver of the conditions precedent to theobligations of Five Star and Sub to consummate the Closing as set forth inSections 8.01 and 8.03 of the Agreement.

 

(4)                                  SNH will usecommercially reasonable efforts to obtain any consents or approvals from GMACCommercial Mortgage Bank and/or the Federal National Mortgage Associationrequired in connection with the consummation of the transactions contemplatedhereby.

 

This letter agreement willbecome effective upon its acceptance by Company, as evidenced by the deliveryto SNH of an executed counterpart of this letter agreement by Company and willterminate upon any termination of the Agreement.  Until the termination of this letteragreement in accordance with the terms of the previous sentence, no provisionof this letter agreement (including Exhibit A hereto) may be assigned, amended,modified, waived or terminated, in part or in whole, without the prior writtenconsent of each party hereto.  Thisletter agreement will be governed by the laws of the State of New York, withoutregard to its conflict of law principles.

 

# The Declaration of Trust ofSNH, a copy of which is duly filed with the Department of Assessments andTaxation of the State of Maryland, provides that the name “Senior HousingProperties Trust” refers to the trustees under such Declaration of Trustcollectively as trustees, but not individually or personally, and that notrustee, officer, stockholder, employee or agent of SNH shall be held to anypersonal liability, jointly or severally, for any obligation of, or claimagainst, SNH.  All persons dealing with SNHin any way shall look only to the assets of SNH for the payment of any sum orthe performance of any obligation.

 

**[SIGNATURE PAGE FOLLOWS]**

 

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|   | Very truly yours,                |
|--------|----------------------------------|
|   |                             |
|   | SENIOR HOUSING PROPERTIES  TRUST |
|   |                             |   |
|   | By:                              | /s/ David J. Hegarty |
|   |                             | Name:David J. Hegarty |
|   |                             | Title:President |

 
| Accepted and Agreed: |                 |
|----------------------|----------------------|
|                 |                 |   |
| LTA HOLDINGS, INC.   |                 |
|                 |                 |   |
| By:                  | /s/ W.P. Mulloy II   |   |
|                 | Name: W.P. Mulloy II |   |
|                 | Title: President/CEO |   |

 

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**EXHIBITA**

 

**SUBJECTFACILITIES AND PROPERTY**

** **
| 1.  |   | Morningside of Cullman,  Cullman, AL                 |   |
|-----|--------|------------------------------------------------------|--------|
| 2.  |   | Morningside of Decatur,  Decatur, AL                 |   |
| 3.  |   | Morningside of Madison,  Madison, AL                 |   |
| 4.  |   | Morningside of Sheffield,  Sheffield, AL             |   |
| 5.  |   | Morningside of Athens,  Athens, GA                   |   |
| 6.  |   | Morningside of Columbus,  Columbus, GA               |   |
| 7.  |   | Morningside of Conyers,  Conyers, GA                 |   |
| 8.  |   | Morningside of Dalton,  Dalton, GA                   |   |
| 9.  |   | Morningside of Evans  ,Evans, GA                     |   |
| 10. |   | Morningside of  Gainesville, Gainesville, GA         |   |
| 11. |   | Morningside of Macon,  Macon, GA                     |   |
| 12. |   | Morningside of Bowling  Green, Bowling Green, KY     |   |
| 13. |   | Morningside of  Hopkinsville, Hopkinsville, KY       |   |
| 14. |   | Morningside of Mayfield,  Mayfield, KY               |   |
| 15. |   | Morningside of Paducah,  Paducah, KY                 |   |
| 16. |   | Morningside of Anderson,  Anderson, SC               |   |
| 17. |   | Morningside of Beaufort,  Beaufort, SC               |   |
| 18. |   | Morningside of Camden,  Camden, SC                   |   |
| 19. |   | Morningside of Greenwood,  Greenwood, SC             |   |
| 20. |   | Morningside of Hartsville,  Hartsville, SC           |   |
| 21. |   | Morningside of Lexington,  Lexington, SC             |   |
| 22. |   | Morningside of Orangeburg,  Orangeburg, SC           |   |
| 23. |   | Morningside of Seneca,  Seneca, SC                   |   |
| 24. |   | Morningside of Belmont,  Nashville, TN               |   |
| 25. |   | Morningside of Cleveland,  Cleveland, TN             |   |
| 26. |   | Morningside of Cookeville,  Cookeville, TN           |   |
| 27. |   | Morningside of Franklin,  Franklin, TN               |   |
| 28. |   | Morningside of Gallatin,  Gallatin, TN               |   |
| 29. |   | Morningside of Jackson,  Jackson, TN                 |   |
| 30. |   | Morningside of Knoxville,  Knoxville, TN             |   |
| 31. |   | Morningside of  Springfield, Springfield, TN         |   |
| 32. |   | Morningside of Bellgrade,  Midlothian, VA            |   |
| 33. |   | Morningside of  Charlottesville, Charlottesville, VA |   |
| 34. |   | Morningside of Newport  News, Newport News, VA       |   |
| 35. |   | Morningside of West End,  Richmond, VA               |   |

 

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