EXHIBIT
10.2


 


SECOND
AMENDMENT TO

AMENDED AND RESTATED MASTER LEASE AGREEMENT

(LEASE NO. 3)


 


THIS
SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 3) (this “Amendment”) is made and
entered into as of September 1, 2008 by and among each of the parties
identified on the signature page hereof as a landlord, as landlord
(collectively, “Landlord”), and FIVE STAR QUALITY CARE
TRUST, a Maryland business trust, as tenant (“Tenant”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, Landlord and Tenant are parties to that
certain Amended and Restated Master Lease Agreement (Lease No. 3), dated
as of June 30, 2008, as amended by that certain First Amendment to Amended
and Restated Master Lease Agreement (Lease No. 3), dated as of August 1,
2008 (as so amended, “Lease No. 3”); and


 


WHEREAS, on or about the date hereof, various affiliates of Landlord
(collectively, the “RMI Landlords”) have acquired eight senior living
facilities located in State of Indiana (collectively, the “RMI Facilities”);
and


 


WHEREAS,
Landlord and Tenant would prefer to add the RMI Properties to Lease No. 3
on the date hereof but it is not feasible to do so because of certain financing
restrictions which currently encumber the RMI Facilities; and


 


WHEREAS,
instead of adding the RMI Properties to Lease No. 3 as of the date hereof,
the RMI Landlords are leasing the RMI Facilities to Five Star Quality Care-RMI,
LLC (the “RMI Tenant”) pursuant to a separate Master Lease Agreement,
dated as of the date hereof, among the RMI Landlords and the RMI Tenant; and


 


WHEREAS,
Landlord and Tenant have agreed to amend Lease No. 3 in certain respects
in order to cause the RMI Facilities to be added to Lease No. 3 as soon as
the applicable financing restrictions are released; and


 


WHEREAS,
the RMI Landlords and the RMI Tenant have agreed to join in this Amendment for
the limited purposes of evidencing their consent to this Amendment and their
agreement to add the RMI Facilities to Lease No. 3 as soon as the
applicable financing restrictions are released;


 

















 


NOW,
THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree that, effective as of the
date hereof, Lease No. 3 is hereby amended as follows:


 


1.                                       Definition of RMI Lease. 
The following new definition for the term “RMI Lease” is hereby added to
Lease No. 3 as a new Section 1.95 immediately following Section 1.94
thereof:


 


“RMI Lease”  shall mean that certain Master Lease
Agreement, dated as of September 1, 2008, by and among SNH RMI Fox Ridge
Manor Properties LLC, SNH RMI Jefferson Manor Properties LLC, SNH RMI McKay
Manor Properties LLC, SNH RMI Northwood Manor Properties LLC, SNH RMI Oak Woods
Manor Properties LLC, SNH RMI Park Square Manor Properties LLC, SNH RMI Smith
Farms Manor Properties LLC, SNH RMI Sycamore Manor Properties LLC, and Five
Star Quality Care-RMI, LLC.


 


2.                                       Definition of RMI Property. 
The following new definition for the term “RMI Property” is hereby added
to Lease No. 3 immediately following new Section 1.95 thereof:


 


“RMI Property”  shall mean a “Property,” as defined therein,
under the RMI Lease.


 


3.                                       Default under RMI Lease. 
The following new Section 12.1(l) is hereby added to Lease No. 3
immediately following Section 12.1(k) thereof:


 


should there occur
an “Event of Default,” as defined therein, under the RMI Lease.


 


4.                                       Addition of RMI Properties. 
The following new Section 23.18 is hereby added to Lease No. 3
immediately following Section 23.17 thereof:


 


RMI
Properties.  Landlord and Tenant expressly acknowledge and
agree that, effective automatically upon the release of any RMI Property from
the financing which is secured by such RMI Property, such RMI Property shall be
added to and demised under this Agreement in accordance with the terms and
conditions hereof, the Minimum Rent payable hereunder shall be increased by an
amount equal to the Minimum Rent payable under the RMI Lease with respect to
such RMI 


 


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Property (as
reasonably determined by Landlord and Tenant), and the Additional Rent payable
hereunder shall be increased by the Additional Rent payable under the RMI Lease
with respect to such RMI Property.  The
addition of such RMI Property in accordance with the terms hereof shall be
automatic without any requirement that Landlord or Tenant take any action or
execute any document, instrument, amendment or confirmation with respect
thereto.  Notwithstanding the foregoing,
Landlord and Tenant shall execute and deliver such documents, instruments,
agreements and confirmations as the other party shall reasonably request with
respect to the foregoing.


 


6.                                       Ratification. 
As amended hereby, Lease No. 3 is hereby ratified and confirmed.


 


[Signature
Page Follows.]


 


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


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  SNH SOMERFORD PROPERTIES TRUST,

  SPTIHS PROPERTIES TRUST, and 

  SPTMNR PROPERTIES TRUST, each a

  Maryland real estate investment

  trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J.
  Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President and Chief Operating

  Officer of each of the

  foregoing entities

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE TRUST, a
  

  Maryland business trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Francis R.
  Murphy III

  
	
   

  	
   

  	
  Francis R.
  Murphy III

  
	
   

  	
   

  	
  Treasurer and Chief Financial

  Officer

  



 


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THE RMI LANDLORDS AND THE
RMI TENANT HEREBY JOIN IN THE EXECUTION OF THIS AMENDMENT FOR THE LIMITED
PURPOSES OF CONSENTING TO THE TERMS AND CONDITIONS HEREOF ONCE THE APPLICABLE
FINANCING RESTRICTIONS ARE RELEASED WITH RESPECT TO EACH RMI PROPERTY.


 


RMI
OWNERS:


 


SNH RMI FOX RIDGE MANOR
PROPERTIES LLC,


SNH RMI JEFFERSON MANOR
PROPERTIES LLC,


SNH RMI MCKAY MANOR PROPERTIES
LLC,


SNH RMI NORTHWOOD MANOR
PROPERTIES LLC,


SNH RMI OAK WOODS MANOR
PROPERTIES LLC,


SNH RMI PARK SQUARE MANOR
PROPERTIES LLC,


SNH RMI
SMITH FARMS MANOR PROPERTIES LLC, and


SNH RMI SYCAMORE MANOR PROPERTIES
LLC,


each a Maryland limited
liability company


 


	
  By:

  	
  /s/ David J. Hegarty

  	
   

  
	
   

  	
  David J. Hegarty

  	
   

  
	
   

  	
  President and Chief Operating Officer

  	
   

  
	
   

  	
  of each of the foregoing entities

  	
   

  



 


RMI
OPERATOR:


 


FIVE STAR QUALITY CARE–RMI, LLC,



a Maryland limited
liability company


 


 


	
  By:

  	
  /s/ Francis R. Murphy III

  	
   

  
	
   

  	
  Francis R. Murphy III

  	
   

  
	
   

  	
  Treasurer and Chief Financial Officer

  	
   

  



 


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