Exhibit
10.24


 


FOURTEENTH
AMENDMENT TO SECOND AMENDED

AND RESTATED LEASE AGREEMENT


 


THIS
FOURTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT is made and entered into as of February 7,
2008 by and among (i) each of the parties identified on the signature page hereof
as a landlord, as landlord (collectively, “Landlord”), and (ii) FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as
tenant (“Tenant”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the terms of that certain
Second Amended and Restated Lease Agreement, dated as of November 19,
2004, as amended by that certain First Amendment of Lease, dated as of May 17,
2005, that certain Second Amendment to Second Amended and Restated Lease
Agreement, dated as of June 3, 2005, that certain Third Amendment to
Second Amended and Restated Lease Agreement, dated as of October 31, 2005,
that certain other Third Amendment to Second Amended and Restated Lease
Agreement, dated as of December 30, 2005, that certain Letter Agreement,
dated as of March 13, 2006, that certain Fifth Amendment to Second Amended
and Restated Lease Agreement, dated as of September 1, 2006, that certain
Sixth Amendment to Second Amended and Restated Lease Agreement, dated as of October 1,
2006, that certain Seventh Amendment to Second Amended and Restated Lease
Agreement, dated as of October 1, 2006, that certain Eighth Amendment to
Second Amended and Restated Lease, dated as of November 1, 2006, that
certain Ninth Amendment to Second Amended and Restated Lease, dated as of November 1,
2006, that certain Tenth Amendment to Second Amended and Restated Lease
Agreement, dated as of November 6, 2006 (effective as of November 5,
2006), that certain Eleventh Amendment to Second Amended and Restated Lease
Agreement, dated as of December 22, 2006, that certain Twelfth Amendment
to Second Amended and Restated Lease Agreement, dated as of January 1,
2007, and that certain Thirteenth Amendment to Second Amended and Restated
Lease Agreement, dated as of January 4, 2008 (as so amended, the “Consolidated
Lease”), Landlord leases to Tenant, and Tenant leases from Landlord, the
Leased Property (this and other capitalized terms used but not otherwise
defined herein having the meanings given such terms in the Consolidated Lease),
all as more particularly described in the Consolidated Lease; and


 

















 


WHEREAS, on or about the date hereof, SNH/LTA Properties Trust has acquired
certain real property and related improvements with respect to two (2) senior
living properties located in Texas, as more particularly described on Exhibits A-104
and A-105 attached hereto (collectively, the “Heritage Properties”);
and


 


WHEREAS, SNH/LTA Properties Trust, the other entities
comprising Landlord and Tenant wish to amend the Consolidated Lease to include
the Heritage Properties;


 


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 as follows:


 


1.             Definition of Base Year.  The definition of the term “Base Year” set
forth in Section 1.9 of the Consolidated Lease is hereby deleted in its
entirety and replaced with the following:


 


“Base
Year” shall
mean (i) with respect to the Existing Properties, the 2005 calendar year, (ii) with
respect to the Additional Properties, the 2006 calendar year, (iii) with
respect to the Hermitage/Marsh View/Somerset/Walking Horse and the Holiday
Properties, other than the Buena Vida Property, the 2007 calendar year, (iv) with
respect to the Buena Vida Property, the 2008 calendar year, and (v) with
respect to the Meadowmere Properties and the Heritage Properties, the 2009
calendar year.


 


2.             Definition of Disbursement Rate.  The definition of the term “Disbursement Rate”
set forth in Section 1.23 of the Consolidated Lease is hereby deleted in
its entirety and replaced with the following:


 


“Disbursement
Rate”  shall mean (a) with respect to all
of the Properties other than the Hermitage/Marsh View/Somerset/Walking Horse
Properties, the Holiday Properties, the Meadowmere Properties and the Heritage
Properties, an annual rate of interest, as of the date of determination, equal
to the greater of (i) the Interest Rate, and (ii) the per annum rate
for ten (10) year U.S. Treasury Obligations as published in The Wall
Street Journal plus four hundred (400) basis points, (b) with respect
to the Hermitage Hermitage/Marsh View/Somerset/Walking Horse Properties, the
Holiday Properties, the Meadowmere 


 


2

















 


Properties and the
Heritage Properties, an annual rate of interest, as of the date of
determination, equal to the greater of (i) the Interest Rate, and (ii) the
per annum rate for ten (10) year U.S. Treasury Obligations as published in
The Wall Street Journal plus three hundred twenty-five (325) basis
points; provided, however, that in no event shall the
Disbursement Rate exceed eleven and one-half percent (11.5%).


 


3.             Definition of Interest Rate.  The definition of the term “Interest Rate”
set forth in Section 1.54 of the Consolidated Lease is hereby deleted in
its entirety and replaced with the following:


 


“Interest
Rate” shall
mean, (i) with respect to the Existing Properties, ten percent (10%) per
annum, (ii) with respect to the Additional Properties, nine percent (9%)
per annum, (iii) with respect to the Hermitage/Marsh View/Somerset/Walking
Horse Properties and the Holiday Properties, eight and one quarter percent
(8.25%) per annum, and (iv) with respect to the Meadowmere Properties and
Heritage Properties, eight percent (8%) per annum.


 


4.             Definition of Minimum Rent.  The definition for the term “Minimum Rent”
set forth in Section 1.69 of the Consolidated Lease is hereby deleted in
its entirety and replaced with the following:


 


“Minimum
Rent”  shall mean the sum of
$48,354,872.00 per
annum.


 


5.             Definition of Heritage
Properties.  The following new
definition for the term “Heritage Properties” is hereby added to the
Consolidated Lease as a new section 1.105:


 


“Heritage
Properties” shall
mean the Properties located on the Land described on Exhibits A-104 and Exhibit A-105
attached hereto.


 


6.             Leased Property.  Section 2.1 of the Consolidated Lease 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 in Exhibits A-1 through A-105
attached hereto and made a part hereof (the “Land”).


 


3

















 


8.             Exhibit A.  Exhibit A to the Consolidated Lease is
hereby amended by adding Exhibits A-104 and A-105 attached hereto
following Exhibit A-103 to the Consolidated Lease.


 


9.             Ratification.  As amended hereby, the Consolidated Lease is
hereby ratified and confirmed.


 


[SIGNATURE PAGE FOLLOWS]


 


4

















 


IN
WITNESS WHEREOF,
Landlord and Tenant have caused this Fourteenth Amendment to Second Amended and
Restated Lease Agreement to be duly executed, as a sealed instrument, as of the
date first set forth above.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ELLICOTT CITY LAND I LLC,
  ELLICOTT CITY LAND II LLC, HRES2 PROPERTIES TRUST, SNH CHS PROPERTIES TRUST,
  SPTIHS PROPERTIES TRUST, SPT-MICHIGAN TRUST,  SPTMNR PROPERTIES TRUST,
  SNH/LTA PROPERTIES TRUST, and SNH/LTA PROPERTIES GA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty

  
	
   

  	
   

  	
  President, Chief
  Operating

  
	
   

  	
   

  	
  Officer and Secretary

  
	
   

  	
   

  	
  of each of the
  foregoing entities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Treasurer, Chief
  Financial

  
	
   

  	
   

  	
  Officer and Assistant
  Secretary

  



 


5