Exhibit 10.1


 


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(1) 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 Property (as reasonably
determined by Landlord and Tenant), and the Additional Rent payable
hereunder


 


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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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