**Exhibit 10.2**

 

**THIRD AMENDMENT TO SECOND AMENDED AND RESTATEDLEASE AGREEMENT**

 

**THIS THIRD AMENDMENT TO SECOND AMENDED ANDRESTATED LEASE AGREEMENT** (this “Amendment”) is made and entered into as of October 31,2005 by and among each of the parties identified on the signature page hereofas landlord, as landlord (collectively, “Landlord”), and **FIVE STAR QUALITY CARE TRUST**, a Maryland business trust, astenant (“Tenant”).

 

**WITNESSETH:**

 

**WHEREAS**, pursuant to the terms of that certain Second Amendedand Restated Lease Agreement, dated as of November 19, 2004, as amended bythat certain First Amendment of Lease dated as of May 17, 2005 and thatcertain Second Amendment to Second Amended and Restated Lease Agreement datedas of June 3, 2005 (as so amended, the “Consolidated Lease”),Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property(this and other capitalized terms used but not otherwise defined herein havingthe meanings given such terms in the Consolidated Lease), all as more particularlydescribed in the Consolidated Lease; and

 

**WHEREAS**, SNH/LTA Properties Trust hasacquired certain real property and related improvements located on land inAllegheny County and Beaver County, Pennsylvania, as more particularlydescribed on Exhibits A-83 through A-88 attached hereto(collectively, the “Third Amendment Property”); and

 

**WHEREAS,** SNH/LTA Properties Trust, theother entities comprising Landlord and Tenant wish to amend the ConsolidatedLease to include the Third Amendment Property;

 

**NOW, THEREFORE**, in consideration of the mutual covenants hereincontained and other good and valuable consideration, the mutual receipt andlegal sufficiency of which are hereby acknowledged, Landlord and Tenant herebyagree as follows:

 

1.             Effective as of the date hereof, ExhibitsA-83 through A-88 are hereby inserted into the Consolidated Lease asExhibits A-83 through A-88.

 

2.             Effective as of the date hereof, thedefinition of “Additional Properties” set forth in Section 1.2 ofthe Consolidated Lease is hereby amended by deleting the existing definitionand replacing it with the following definition:

 

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“Additional Properties” shall mean,collectively, (i) the Properties described in Exhibits A-30 and A-68through A-88 hereof, and (ii) the LTA GMAC Leased Property.

 

3.             The definition of “Existing Properties”set forth in Section 1.33 of the Consolidated Lease is hereby amended bydeleting the existing definition and replacing it with the followingdefinition:

 

“Existing Properties” shall mean the Propertiesdescribed in Exhibits A-1 through A-29 and A-31 through A-67hereof.

 

4.             Effective as of the date hereof, thedefinition of “Minimum Rent” set forth in Section 1.69 of theConsolidated Lease is hereby amended by deleting the existing definition andreplacing it with the following definition:

 

“Minimum Rent” shall mean the sum of Thirty-OneMillion Nine Hundred One Thousand Six Hundred Fifty-Two Dollars ($31,901,652)per annum.

 

5.             Effective as of the date hereof, Section 2.1of the Consolidated Lease is hereby amended by deleting subsection (a) inits entirety and replacing it with the following:

 

(a)  those certain tracts, pieces and parcels ofland, as more particularly described in Exhibits A-1 through A-88,attached hereto and made a part hereof (the “Land”);

 

6.             Section 12.1(m) of the ConsolidatedLease is hereby amended by deleting it in its entirety and inserting the words“**[INTENTIONALLY DELETED]**” in itsplace.

 

7.             Effective as of the date hereof, Tenantshall pay all Additional Rent and Additional Charges related to the ThirdAmendment Property (which constitute Additional Property) in accordance withthe provisions of the Consolidated Lease.

 

8.             As amended hereby, the Consolidated Leaseis hereby ratified and confirmed.

 

**[SignaturePage Follows.]**

 

2

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**IN WITNESS WHEREOF**, Landlord and Tenant have caused this Amendment to beduly executed, as a sealed instrument, as of the date first set forth above.

 
|   | **LANDLORD:**                                                                                                                                                                                                                                              |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                       |
|   | **ELLICOTT  CITY LAND I LLC, ELLICOTT  CITY LAND II LLC, HRES2 PROPERTIES  TRUST, SNH CHS PROPERTIES TRUST,  SPTIHS PROPERTIES TRUST, SPT-  MICHIGAN TRUST,** **SPTMNR PROPERTIES  TRUST, SNH/LTA PROPERTIES TRUST**and **SNH/LTA PROPERTIES GA LLC** |
|   |                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                       |
|   | By:                                                                                                                                                                                                                                                        | /s/ John R.  Hoadley |   |
|   |                                                                                                                                                                                                                                                       | John R. Hoadley |
|   |                                                                                                                                                                                                                                                       | Treasurer of  each of the  foregoing entities |
|   |                                                                                                                                                                                                                                                       |
|   | **TENANT:**                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                       |
|   | **FIVE  STAR QUALITY CARE TRUST**                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                       |
|   | By:                                                                                                                                                                                                                                                        | /s/ Bruce J.  Mackey Jr. |   |
|   |                                                                                                                                                                                                                                                       | Bruce J. Mackey  Jr. |
|   |                                                                                                                                                                                                                                                       | Treasurer, Chief  Financial  Officer and Assistant Secretary |
|        |                                                                                                                                                                                                                                                            |  |  |  |  |

 

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OMITTED EXHIBITS

 

The following exhibits tothe Third Amendment to Second Amended and Restated Lease Agreement have beenomitted:

 
| **EXHIBITS**      | ** ** | **EXHIBIT TITLE**               |
|-------------------|------------|--------------------------------------|
|              |       |                                 |
| EXHIBIT A-83 |       | FRANCISCAN MANOR  PROPERTY           |
| EXHIBIT A-84 |       | MOUNT VERNON OF  ELIZABETH PROPERTY  |
| EXHIBIT A-85 |       | MOUNT VERNON OF  SOUTH PARK PROPERTY |
| EXHIBIT A-86 |       | OVERLOOK GREEN  PROPERTY             |
| EXHIBIT A-87 |       | RIDGEPOINTE  PROPERTY                |
| EXHIBIT A-88 |       | ROLLING HILLS  MANOR PROPERTY        |

 

The Registrant agrees tofurnish supplementally a copy of the foregoing omitted exhibits to theSecurities and Exchange Commission upon request.

 

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