Exhibit
10.2


Senior Housing Properties Trust

400 Centre Street

Newton, MA  02458


 


September 23, 2004


LTA Holdings, Inc.

Dover Centre

113 Seaboard Lane, Suite B-100 

Franklin, Tennessee 37607

Attention: W. Patrick Mulloy II, President


 


Gentlemen:


 


Reference is made to an
Agreement and Plan of Merger dated as of September 23, 2004 (the “Agreement”) by and among Five Star Quality
Care, Inc., a Maryland corporation (“Five
Star”), FVE Acquisition Inc., a Delaware corporation and a
wholly-owned subsidiary of Five Star (“Sub”), and LTA
Holdings, Inc., a Delaware corporation (“Company”).  Capitalized terms used in this letter
agreement will have the meanings given to them in the Agreement, unless
otherwise defined in this letter agreement.


 


(1)                                  Senior Housing
Properties Trust, a Maryland business trust (“SNH”)
hereby agrees, subject only to the conditions set forth in paragraph (3)
hereof, that immediately after the Closing it will purchase the Company
Facilities and associated real property listed on Exhibit A hereto (the “Subject Facilities and Property”)
and that, contemporaneously with such purchase, it will assume all indebtedness
for borrowed money (including all indebtedness evidenced by mortgages or other
notes) associated with the Subject Facilities and Property; provided that, to the extent, and only to the extent,
approved by the lender or lenders of such indebtedness, SNH may satisfy its
obligations hereunder by causing one or more of its subsidiaries to purchase
the Subject Facilities and Property and to assume all indebtedness for borrowed
money associated with the Subject Facilities and Property.


 


(2)           SNH hereby represents and warrants that:


 


(a)                                  (i) SNH is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has all requisite power and authority to enter
into this letter agreement and perform its obligations under this letter
agreement; and (ii) the execution, delivery and performance of this letter
agreement and the consummation of the transactions provided for in this letter
agreement have been duly authorized by all necessary action on the part of SNH.


 


 


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(b)                                 This letter
agreement has been duly executed and delivered by SNH and constitutes its legal,
valid and binding obligation, enforceable against SNH in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar
laws now or hereafter in effect relating to creditors’ rights generally or to
general principles of equity.


 


(c)                                  No filing with,
and no permit, authorization, consent or approval of, any public body or
authority is necessary for execution and delivery of this letter agreement by
SNH and the performance by SNH of its obligations hereunder, except for such
filings, permits, authorizations, consents or approvals which have been made or
obtained.  Neither the execution and
delivery of this Agreement by SNH nor the performance by SNH of its obligations
hereunder will (i) conflict with or result in any breach of any provisions of
the Charter Documents of SNH, (ii) require any consent or other action by any
Person under, result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, agreement or other instrument or obligation to which SNH is a party
or by which any of them or any of their properties or assets may be bound, or
(iii) violate any order, writ, injunction, decree or Law applicable to SNH.


 


(d)                                 SNH has now and
will have at all times up to and including the Closing sufficient cash,
available lines of credit or other sources of immediately available funds to
enable it to perform its obligations under paragraph (1) above.


 


(3)                                  The obligation
of SNH to consummate the transactions contemplated by paragraph (1) is subject
solely to the satisfaction or waiver of the conditions precedent to the
obligations of Five Star and Sub to consummate the Closing as set forth in
Sections 8.01 and 8.03 of the Agreement.


 


(4)                                  SNH will use
commercially reasonable efforts to obtain any consents or approvals from GMAC
Commercial Mortgage Bank and/or the Federal National Mortgage Association
required in connection with the consummation of the transactions contemplated
hereby.


 


This letter agreement will
become effective upon its acceptance by Company, as evidenced by the delivery
to SNH of an executed counterpart of this letter agreement by Company and will
terminate upon any termination of the Agreement.  Until the termination of this letter
agreement in accordance with the terms of the previous sentence, no provision
of this letter agreement (including Exhibit A hereto) may be assigned, amended,
modified, waived or terminated, in part or in whole, without the prior written
consent of each party hereto.  This
letter agreement will be governed by the laws of the State of New York, without
regard to its conflict of law principles.


 


The Declaration of Trust of
SNH, a copy of which is duly filed with the Department of Assessments and
Taxation of the State of Maryland, provides that the name “Senior Housing
Properties Trust” refers to the trustees under such Declaration of Trust
collectively as trustees, but not individually or personally, and that no
trustee, officer, stockholder, employee or agent of SNH shall be held to any
personal liability, jointly or severally, for any obligation of, or claim
against, SNH.  All persons dealing with SNH
in any way shall look only to the assets of SNH for the payment of any sum or
the performance of any obligation.


 


[SIGNATURE PAGE FOLLOWS]


 


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  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  SENIOR HOUSING PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  Name:David J. Hegarty

  
	
   

  	
   

  	
  Title:President

  



 


	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  	
   

  
	
  LTA HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ W.P. Mulloy II

  	
   

  
	
   

  	
  Name: W.P. Mulloy II

  	
   

  
	
   

  	
  Title: President/CEO

  	
   

  



 


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EXHIBIT
A


 


SUBJECT
FACILITIES AND PROPERTY


 


	
  1.

  	
   

  	
  Morningside of Cullman,
  Cullman, AL

  	
   

  
	
  2.

  	
   

  	
  Morningside of Decatur,
  Decatur, AL

  	
   

  
	
  3.

  	
   

  	
  Morningside of Madison,
  Madison, AL

  	
   

  
	
  4.

  	
   

  	
  Morningside of Sheffield,
  Sheffield, AL

  	
   

  
	
  5.

  	
   

  	
  Morningside of Athens,
  Athens, GA

  	
   

  
	
  6.

  	
   

  	
  Morningside of Columbus,
  Columbus, GA

  	
   

  
	
  7.

  	
   

  	
  Morningside of Conyers,
  Conyers, GA

  	
   

  
	
  8.

  	
   

  	
  Morningside of Dalton,
  Dalton, GA

  	
   

  
	
  9.

  	
   

  	
  Morningside of Evans
  ,Evans, GA

  	
   

  
	
  10.

  	
   

  	
  Morningside of
  Gainesville, Gainesville, GA

  	
   

  
	
  11.

  	
   

  	
  Morningside of Macon,
  Macon, GA

  	
   

  
	
  12.

  	
   

  	
  Morningside of Bowling
  Green, Bowling Green, KY

  	
   

  
	
  13.

  	
   

  	
  Morningside of
  Hopkinsville, Hopkinsville, KY

  	
   

  
	
  14.

  	
   

  	
  Morningside of Mayfield,
  Mayfield, KY

  	
   

  
	
  15.

  	
   

  	
  Morningside of Paducah,
  Paducah, KY

  	
   

  
	
  16.

  	
   

  	
  Morningside of Anderson,
  Anderson, SC

  	
   

  
	
  17.

  	
   

  	
  Morningside of Beaufort,
  Beaufort, SC

  	
   

  
	
  18.

  	
   

  	
  Morningside of Camden,
  Camden, SC

  	
   

  
	
  19.

  	
   

  	
  Morningside of Greenwood,
  Greenwood, SC

  	
   

  
	
  20.

  	
   

  	
  Morningside of Hartsville,
  Hartsville, SC

  	
   

  
	
  21.

  	
   

  	
  Morningside of Lexington,
  Lexington, SC

  	
   

  
	
  22.

  	
   

  	
  Morningside of Orangeburg,
  Orangeburg, SC

  	
   

  
	
  23.

  	
   

  	
  Morningside of Seneca,
  Seneca, SC

  	
   

  
	
  24.

  	
   

  	
  Morningside of Belmont,
  Nashville, TN

  	
   

  
	
  25.

  	
   

  	
  Morningside of Cleveland,
  Cleveland, TN

  	
   

  
	
  26.

  	
   

  	
  Morningside of Cookeville,
  Cookeville, TN

  	
   

  
	
  27.

  	
   

  	
  Morningside of Franklin,
  Franklin, TN

  	
   

  
	
  28.

  	
   

  	
  Morningside of Gallatin,
  Gallatin, TN

  	
   

  
	
  29.

  	
   

  	
  Morningside of Jackson,
  Jackson, TN

  	
   

  
	
  30.

  	
   

  	
  Morningside of Knoxville,
  Knoxville, TN

  	
   

  
	
  31.

  	
   

  	
  Morningside of
  Springfield, Springfield, TN

  	
   

  
	
  32.

  	
   

  	
  Morningside of Bellgrade,
  Midlothian, VA

  	
   

  
	
  33.

  	
   

  	
  Morningside of
  Charlottesville, Charlottesville, VA

  	
   

  
	
  34.

  	
   

  	
  Morningside of Newport
  News, Newport News, VA

  	
   

  
	
  35.

  	
   

  	
  Morningside of West End,
  Richmond, VA

  	
   

  



 


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