**Exhibit 10.2**

 

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

 

**THISTHIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 3)**(this "Amendment") ismade and entered into as of November 1, 2008 by and among each of theparties identified on the signature page hereof as a landlord, as landlord(collectively, "Landlord"), and **FIVE STARQUALITY CARE TRUST**, a Maryland business trust, as tenant ("Tenant").

 

**W****ITNESSETH:**

 

**WHEREAS**, certain entities comprising Landlordand Tenant are parties to that certain Amended and Restated Master LeaseAgreement (Lease No. 3), dated as of June 30, 2008, as amended bythat certain First Amendment to Amended and Restated Master Lease Agreement(Lease No. 3), dated as of August 1, 2008, and that certain SecondAmendment to Amended and Restated Master Lease Agreement (Lease No. 3),dated as of September 1, 2008 (as so amended, "Lease No. 3");and

 

**WHEREAS**, on the date hereof, Senior Housing Properties Trust, a Maryland realestate investment trust and the ultimate parent of each entity comprisingLandlord, has purchased all of the shares of common stock of O.F.C.Corporation, an Indiana corporation (the "Company"), whichpurchase includes the interest of the Company in a senior living facilitycommonly known as "Meadowood Retirement Community" and located inBloomington, Indiana, as more particularly described on Exhibit A-37attached hereto (the "Meadowood Property"); and

 

**WHEREAS,** the Company, the other entities comprising Landlordand Tenant wish to amend Lease No. 3 to add the Meadowood Propertythereto;

 

**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 that, effective as of thedate hereof, Lease No. 3 is hereby amended as follows:

 

1.             Joinder by O.F.C. Corporation.  The Company hereby joins in Lease No. 3as if it had originally executed and delivered Lease No. 3 as a "Landlord"thereunder.

 

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2.             Definition of Minimum Rent.  Section 1.65 of Lease No. 3 ishereby deleted in its entirety and replaced with the following:

 

**"MinimumRent"**  shall mean the sum of SeventeenMillion Eight Hundred Fifty-Eight Thousand One Hundred Two and 00/100s Dollars($17,858,102) perannum.

 

2.             Leased Property.  Section 2.1 of Lease No. 3 ishereby amended by deleting subsection (a) in its entirety and replacing itwith the following:

 

(a) thosecertain tracts, pieces and parcels of land as more particularly described on ExhibitsA-1 through A-37 attached hereto and made a part hereof (the "Land").

 

3.             Schedule 1.  Schedule 1 to Lease No. 3 is herebydeleted in its entirety and replaced with Schedule 1 attached hereto.

 

4.             Exhibit A.  Exhibit A to Lease No. 3 is herebyamended by adding Exhibit A-37 attached hereto following Exhibit A-36to Lease No. 3.

 

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

 

 

**[SIGNATURE PAGE FOLLOWS]**

 

- 2 -

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

 
|   | **LANDLORD:**                                                                                                                                                                                                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                        |
|   | **SNH SOMERFORD PROPERTIES TRUST,**  a****Maryland real estate investment   trust**, SPTIHS PROPERTIES TRUST,**a****Maryland real estate investment   trust**, SPTMNR PROPERTIES TRUST,** a   Maryland real estate investment   trust, and **O.F.C. CORPORATION**, an   Indiana corporation |
|   |                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                        |
|   | By:                                                                                                                                                                                                                                                                                         |  /s/ David  J. Hegarty |
|   |                                                                                                                                                                                                                                                                                        |  David J. Hegarty |
|   |                                                                                                                                                                                                                                                                                        |  President of each of the    foregoing entities |
|   |                                                                                                                                                                                                                                                                                        |   |
|   |                                                                                                                                                                                                                                                                                        |   |
|   | **TENANT:**                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                        |   |
|   | **FIVE STAR QUALITY CARE TRUST,**a                                                                                                                                                                                                                                                          |
|   | Maryland business trust                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                        |   |
|   |                                                                                                                                                                                                                                                                                        |   |
|   | By:                                                                                                                                                                                                                                                                                         |  /s/ Travis K. Smith |
|   |                                                                                                                                                                                                                                                                                        | Travis K. Smith |
|   |                                                                                                                                                                                                                                                                                        | Vice President |

 

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The following scheduleand exhibits have been omitted and will be supplementally furnished to theSecurities and Exchange Commission upon request:

 

SCHEDULE 1 (Property-SpecificInformation)

EXHIBIT A-37 (Land)

 

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