Exhibit
10.19


 


FIRST
AMENDMENT TO


AMENDED
AND RESTATED MASTER LEASE AGREEMENT


(LEASE
NO. 3)


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 3) (this “Amendment”) is made and
entered into as of August 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
certain Amended and Restated Master Lease Agreement (Lease No. 3), dated
as of June 30, 2008 (“Lease No. 3”); and


 


WHEREAS, on or about the date hereof, SNH Somerford Properties Trust has
acquired two (2) senior living facilities located in Birmingham, Alabama,
as more particularly described on Exhibits A-35 and A-36
attached hereto (collectively, the “Alabama Properties”); and


 


WHEREAS, SNH Somerford Properties Trust, the other entities
comprising Landlord and Tenant wish to amend Lease No. 3 to add the
Alabama Properties 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.             Defined Terms.  Article 1
of Lease No. 3 “Definitions” is amended as follows:


 


(a)           Section 1.12(e) is hereby
amended by inserting the words “the adoption of any proposal by Tenant or any
Guarantor or” at the beginning thereof, by inserting the words “or approved, as
the case may be,” after the word “appointed” in the third line thereof and by
inserting the words “the making of such proposal or” after the words “prior to”
in the fourth line thereof.


 


(b)           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 Fifteen
Million Four Hundred Sixty-Six Thousand Five Hundred Seventy-One and 00/100s ($15,466,571.00)
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:


 


those certain
tracts, pieces and parcels of land as more particularly described on Exhibits
A-1 through A-36 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 Exhibits A-35 and A-36
attached hereto following Exhibit A-34 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,
  

  SPTIHS PROPERTIES TRUST, and 

  SPTMNR PROPERTIES TRUST, each a 

  Maryland real estate investment 

  trust 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Doyle

  
	
   

  	
   

  	
   Richard A. Doyle

  
	
   

  	
   

  	
   Treasurer and Chief Financial 
  Officer 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