Exhibit 10.2


 


THIRD
AMENDMENT TO

AMENDED AND RESTATED MASTER LEASE AGREEMENT

(LEASE NO. 3)


 


THIS
THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 3) (this "Amendment") is
made and entered into as of November 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, certain entities comprising 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, and that certain Second
Amendment 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 real
estate investment trust and the ultimate parent of each entity comprising
Landlord, has purchased all of the shares of common stock of O.F.C.
Corporation, an Indiana corporation (the "Company"), which
purchase includes the interest of the Company in a senior living facility
commonly known as "Meadowood Retirement Community" and located in
Bloomington, Indiana, as more particularly described on Exhibit A-37
attached hereto (the "Meadowood Property"); and


 


WHEREAS, the Company, the other entities comprising Landlord
and Tenant wish to amend Lease No. 3 to add the Meadowood Property
thereto;


 


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


 

















 


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


 


"Minimum
Rent"  shall mean the sum of Seventeen
Million Eight Hundred Fifty-Eight Thousand One Hundred Two and 00/100s Dollars
($17,858,102) per
annum.


 


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


 


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


 


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


 


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


 


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


 


 


[SIGNATURE PAGE FOLLOWS]


 


- 2 -

















 


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,
  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

  



 

















 


The following schedule
and exhibits have been omitted and will be supplementally furnished to the
Securities and Exchange Commission upon request:


 


SCHEDULE 1 (Property-Specific
Information)


EXHIBIT A-37 (Land)