**Exhibit 2.9**

 

**FIRST AMENDMENT TOPURCHASE AND SALE AGREEMENT**

 

**THIS FIRST AMENDMENT TO PURCHASEAND SALE AGREEMENT** (this “Amendment”) is made andentered into as of February 3, 2005, by and among **FIVE STAR QUALITY CARE, INC.**, a Marylandcorporation (the “Purchaser”),and each of the Pennsylvania limited liability companies identified as a “Seller”on the signature page hereof (each, a “Seller” and, collectively,the “Sellers”).

 

**WITNESSETH:**

 

**WHEREAS,**the Purchaser and the Sellers are parties to a Purchase and Sale Agreement,dated as of January 21, 2005 (the “Agreement”); and

 

**WHEREAS,**the Sellers and the Purchaser agree that the Purchaser’s diligence pursuant to Article IIIof the Agreement cannot be satisfactorily completed prior to the expiration ofthe Inspection Period (as defined therein); and

 

**WHEREAS**,the parties have agreed to extend the Inspection Period and the rights of thePurchaser under Article III of the Agreement subject to and upon the termsand conditions of this Amendment;

 

**NOW, THEREFORE**,in consideration of the mutual covenants herein contained and other good andvaluable consideration, the mutual receipt and legal sufficiency of which arehereby acknowledged, the Purchaser and the Sellers, intending to be legallybound, hereby agree as follows:

 

1.                                       **Definitions.**  Capitalized terms used and not otherwisedefined in this Amendment shall have the meanings given therefor in theAgreement.

 

2.                                       **Inspection Period.**  The definition of the term “Inspection Period”set forth in Section 1.23 of the Agreement is deleted in itsentirety and the following substituted therefor:

 

**“InspectionPeriod”** shall mean the period expiring at 8:00 p.m.,local time at the Property, on May 13, 2005.

 

3.                                       **Diligence Inspections**.                       Section 3.1of the Agreement is hereby amended by the addition of the following:

 

In connection with the Purchaser’s diligence, theSellers

 

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will engage Ernst & Young LLP and GrossmanYanak & Ford LLP (collectively, the “Accountants”)to perform audits of the results of operations of each ofthe Sellers for such period(s) and on such terms and conditions as the Accountantsshall reasonably agree (the “Audits”)and shall provide copies of theAccountants reports to the Purchaser prior to the expiration of the InspectionPeriod. The Sellers shall bear all costs and expenses of the Accountants inconnection with the Audits.

 

4.                                       **Closing Documents. **Section 4.1 of the Agreementis hereby amended to include the following Section 4.1(k):

 

(k)                                  ThePurchaser shall have received the Accountants reports referred to in Section 3.1and such reports shall be satisfactory in form and substance to Purchaser inits sole and absolute discretion.

 

5.                                       **Reimbursement of Diligence Costs.**  The Sellers will reimburse the Purchaser forall costs and expenses incurred by the Purchaser in connection with thenegotiation of this Agreement and its diligence to the date of this Amendment,which costs and expenses are agreed to aggregate $200,000 (the “PurchaserCosts”), and shall make payment of the Purchaser Costs by wire transfer ofimmediately available funds, to the account described in Exhibit Ato this Amendment, on or before February 10, 2005; provided if the Closingoccurs, the Purchaser shall repay the Sellers the Purchaser Costs.

 

6.                                       **No Other Amendments.**  As amended herein, the Agreement and theparties rights and obligations thereunder remain unmodified and in full forceand effect.

 

7.                                       **Counterparts.**  This Amendment may be executed in any numberof counterparts, each of which shall be deemed an original,but such counterparts shall together constitute one and the sameagreement.  Any such counterpart may bedelivered by facsimile or e-mail (in .pdf format).

 

**[Signaturesfollow on the next page.]**

 

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**IN WITNESS WHEREOF**, the partieshave caused this Amendment to be executed as a sealed instrument as of the datefirst written above.

 
| ** ** | **SELLERS:**                                                                  |
|------------|-------------------------------------------------------------------------------|
| ** ** | ** **                                                                    |
|       | FRANCISCAN MANOR  ASSOCIATES, LLC, a   Pennsylvania limited liability company |
|       |                                                                          |   |
|       | By:                                                                           | Gordon Health Ventures,  LLC, |
|       |                                                                          | its member |
|       |                                                                          |   |
|       |                                                                          | By: | /s/ Scott W.  Gordon |   |
|       |                                                                          |   |  Scott W.  Gordon |
|       |                                                                          |   |  Chief  Operating Officer |
|       |                                                                          |   |
|       |                                                                          |   |
|       | MUIRFIELD ASSOCIATES, LLC,  a Pennsylvania   limited liability company        |
|       |                                                                          |   |
|       | By:                                                                           | Gordon Health Ventures, LLC, |
|       |                                                                          | its member |
|       |                                                                          |   |
|       |                                                                          | By: | /s/ Scott W.  Gordon |   |
|       |                                                                          |   |  Scott W. Gordon |
|       |                                                                          |   |  Chief  Operating Officer |
|       |                                                                          |   |
|       |                                                                          |   |
|       | PRESTWICKE ASSOCIATES,  LLC, a   Pennsylvania limited liability company       |
|       |                                                                          |   |
|       | By:                                                                           | Gordon Health Ventures, LLC, |
|       |                                                                          | its member |
|       |                                                                          |   |
|       |                                                                          | By: | /s/ Scott W.  Gordon |   |
|       |                                                                          |   |  Scott W.  Gordon |   |
|       |                                                                          |   |  Chief  Operating Officer |   |
|       |                                                                          |   |
|       | ROYAL ABERDEEN ASSOCIATES,  LLC, a   Pennsylvania limited liability company   |
|       |                                                                          |   |
|       | By:                                                                           | Gordon Health Ventures, LLC, |
|       |                                                                          | its member |
|       |                                                                          |   |
|       |                                                                          | By: | /s/ Scott W.  Gordon |   |
|       |                                                                          |   |  Scott W.  Gordon |
|       |                                                                          |   |  Chief  Operating Officer |
|            |                                                                               |  |  |  |  |  |

 

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|       | TROON ASSOCIATES, LLC, a  Pennsylvania   limited liability company     |
|------------|------------------------------------------------------------------------|
|       |                                                                   |   |
|       | By:                                                                    | Gordon Health Ventures, LLC, |
|       |                                                                   | its member |
|       |                                                                   |   |
|       |                                                                   | By: | /s/ Scott W.  Gordon |   |
|       |                                                                   |   |  Scott W.  Gordon |   |
|       |                                                                   |   |  Chief  Operating Officer |   |
|       |                                                                   |   |
|       | TURNBERRY ASSOCIATES, LLC,  a Pennsylvania   limited liability company |
|       |                                                                   |   |
|       | By:                                                                    | Gordon Health Ventures, LLC, |
|       |                                                                   | its member |
|       |                                                                   |   |
|       |                                                                   | By: | /s/ Scott W.  Gordon |   |
|       |                                                                   |   |  Scott W.  Gordon |   |
|       |                                                                   |   |  Chief  Operating Officer |   |
| ** ** | ** **                                                             | ** ** |
| ** ** | ** **                                                             | ** ** |
| ** ** | **PURCHASER:**                                                         |
| ** ** | ** **                                                             | ** ** |
|       | FIVE STAR QUALITY CARE, INC.,                                          |
| ** ** | a Maryland corporation                                                 |
| ** ** | ** **                                                             | ** ** |
|       | By:                                                                    | /s/ Evrett W.  Benton |   |
|       |                                                                   |  Evrett W.  Benton |
|       |                                                                   |  President |
|            |                                                                        |  |  |  |  |  |

 

The undersigned hereby acknowledges receipt of a copy of this Amendmentand agrees to its terms.

 
|   | /s/ Scott W. Gordon   |   |
|--------|-----------------------|--------|
|   |  Scott W. Gordon |

 

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**EXHIBITA**

 

[The followingexhibit has been omitted and will be supplementally furnished to the Securitiesand Exchange Commission upon request.]

 

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