**Exhibit 10.41**

 

 

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

 

**THISFIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 3)**(this “Amendment”) is made andentered into as of August 1, 2008 by and among each of the partiesidentified on the signature page hereof as a landlord, as landlord(collectively, “Landlord”), and **FIVE STAR QUALITY CARETRUST**, a Maryland business trust, as tenant (“Tenant”).

 

**W****ITNESSETH:**

 

**WHEREAS**, Landlord and Tenant are parties tocertain Amended and Restated Master Lease Agreement (Lease No. 3), datedas of June 30, 2008 (“Lease No. 3”); and

 

**WHEREAS**, on or about the date hereof, SNH Somerford Properties Trust hasacquired two (2) senior living facilities located in Birmingham, Alabama,as more particularly described on Exhibits A-35 and A-36attached hereto (collectively, the “Alabama Properties”); and

 

**WHEREAS,** SNH Somerford Properties Trust, the other entitiescomprising Landlord and Tenant wish to amend Lease No. 3 to add theAlabama Properties thereto;

 

**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.             Defined Terms.  Article 1 of Lease No. 3“Definitions” is amended as follows:

 

                (a)           Section 1.12(e) is hereby amended by insertingthe words “the adoption of any proposal by Tenant or any Guarantor or” at thebeginning thereof, by inserting the words “or approved, as the case may be,”after the word “appointed” in the third line thereof and by inserting the words“the making of such proposal or” after the words “prior to” in the fourth linethereof.

 

                (b)  Section 1.65 ofLease No. 3 is hereby deleted in its entirety and replaced with thefollowing:

 

 

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**“MinimumRent”**  shall mean the sum of FifteenMillion Four Hundred Sixty-Six Thousand Five Hundred Seventy-One and 00/100s($15,466,571.00) 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:

 

those certaintracts, pieces and parcels of land as more particularly described on ExhibitsA-1 through A-36 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 Exhibits A-35 and A-36 attached heretofollowing Exhibit A-34 to Lease No. 3.

 

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

 

 

 

**[SIGNATURE PAGE FOLLOWS]**

 

 

 

 

 

 

 

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**                IN WITNESS WHEREOF**, the partieshave executed this Amendment as a sealed instrument as of the date above firstwritten.

 
|       |       |       |       |       | **LANDLORD:**                          |
|------------|------------|------------|------------|------------|----------------------------------------|
|       |       |       |       |       |                                   |
|       |       |       |       |       |                                   |
| ** ** | ** ** | ** ** | ** ** | ** ** | **SNH SOMERFORD PROPERTIES TRUST,**    |
|       |       |       |       |       | **SPTIHS PROPERTIES TRUST,**and        |
|       |       |       |       |       | **SPTMNR PROPERTIES TRUST,** each a    |
|       |       |       |       |       | Maryland real estate  investment trust |
|       |       |       |       |       |                                   |
|       |       |       |       |       |                                   |
|       |       |       |       |       | By:                                    | /s/ Richard A. Doyle |
| ** ** | ** ** | ** ** | ** ** | ** ** | ** **                             | Richard A. Doyle |
|       |       |       |       |       |                                   | Treasurer and Chief Financial |
|       |       |       |       |       |                                   | Officer 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 Schedule and exhibits have been omittedand will be Supplementally furnished to the Securities and Exchange Commissionupon request:

 

SCHEDULE I (Property -Specific information)

EXHIBITS A-35 and A-36(Land)

 

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