**Exhibit10.2**

 

**FIRSTAMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT**

 

**THIS FIRST AMENDMENT TO AMENDED ANDRESTATED LEASE AGREEMENT** (this “Amendment”) is madeand entered into as of June 30, 2004 by and among each of the partiesidentified on the signature page hereof as landlord, as landlord (collectively,“Landlord”), and **FIVE STAR QUALITY CARE TRUST**, a Marylandbusiness trust, as tenant (“Tenant”).

 

**WITNESSETH:**

 

**WHEREAS**, pursuantto the terms of that certain Amended and Restated Lease Agreement, dated as ofMarch 1, 2004, as amended by that certain Partial Termination andAmendment of Lease Agreement, dated as of April 19, 2004 (as so amended,the “Consolidated Lease”), Landlord leases to Tenant, and Tenant leasesfrom Landlord, the Property (this and other capitalized terms used but nototherwise defined herein having the meanings given such terms in theConsolidated Lease), all as more particularly described in the ConsolidatedLease; and

 

**WHEREAS**, SPTIHSProperties Trust has acquired certain real property and related improvements inSt. Joseph, Missouri known as Beverly Manor and located on the land which ismore particularly described on Exhibit A attached hereto (the “AdditionalProperty”); and

 

**WHEREAS,**SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wishto further amend the Consolidated Lease to include the Additional Property;

 

**NOW, THEREFORE**, inconsideration of the mutual covenants herein contained and other good andvaluable consideration, the mutual receipt and legal sufficiency of which arehereby acknowledged, Landlord and Tenant hereby agree as follows:

 

1.                                       Effectiveas of the date hereof, Exhibit A-31 of the Consolidated Lease is hereby deletedin its entirety and replaced with Exhibit A attached hereto.

 

2.                                       Effectiveas of May 1, 2004, the definition of “Minimum Rent” set forth inSection 1.67 of the Consolidated Lease is hereby amended by deleting theexisting definition and replacing it with the following definition:

 

“Minimum Rent”shall mean Seventeen Million Eight Hundred Eighty Thousand Two HundredSixty-Nine Dollars ($17,880,269) per annum.

 

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3.                                       Effectiveas of May 1, 2004, Tenant shall pay all Additional Rent and Additional Chargesrelated to the Property described on Exhibit A attached hereto as if suchProperty had been included as part of the Leased Property as of May 1, 2004.

 

4.                                       Providedthat no Event of Default shall have occurred and be continuing under theConsolidated Lease and Tenant shall otherwise comply with the applicableprovisions of Article 6 of the Consolidated Lease, Landlord agreesto provide Tenant with an allowance of up to $200,000 (the “Allowance”)to pay for capital repairs and improvements to the Additional Property.  Tenant shall provide Landlord withappropriate invoices and such other documentation and information as Landlordshall reasonably request each time Tenant requests a disbursement of all or anyportion of the Allowance.  There shallbe no adjustment of Minimum Rent in connection with any such disbursement ofthe Allowance to Tenant.  If Tenantincurs any amounts in excess of $200,000 in connection with any capital repairsor improvements to the Additional Property, Tenant shall pay for all suchamounts in excess of $200,000 at Tenant’s sole cost and expense; provided,however, that nothing contained in this paragraph shall impair or otherwiselimit Tenant’s right to require Landlord to disburse such amounts subject to anadjustment in Minimum Rent, all as further described in the Consolidated Lease.

 

4.                                       Asamended hereby, the Consolidated Lease is hereby ratified and confirmed.

 

 

**[Signatures on following page.]**

 

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**IN WITNESS WHEREOF**,Landlord and Tenant have caused this Amendment to be duly executed, as a sealedinstrument, 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,**and  **SPTMNR  PROPERTIES TRUST** |
|   |                                                                                                                                                                                       |
|   |                                                                                                                                                                                       |
|   | 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 |

 

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**EXHIBITA**

 

THE ADDITIONALLAND

 

[See attachedlegal description]

 

The following exhibit tothe Amendment has been omitted:

 
| **Exhibit** |   | **Exhibit Title**   |
|-------------|--------|---------------------|
| A           |   | The Additional Land |

 

 

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

 

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