Exhibit
10.30


 


SECOND AMENDMENT TO
AMENDED MASTER LEASE AGREEMENT


 


 


                THIS SECOND AMENDMENT TO AMENDED MASTER LEASE
AGREEMENT (this “Amendment”) is made and entered into as of
March 1, 2004 by and among (i) each of the parties identified on the signature
page hereof as landlord (collectively, “Landlord”), and (ii) FS TENANT
HOLDING COMPANY TRUST, a Maryland business trust, and FS TENANT POOL III TRUST,
a Maryland business trust, as tenant (collectively, “Tenant”).


 


W
I T N E S S E T H:


 


WHEREAS, pursuant to that certain Amended
Master Lease, dated as of January 11, 2002, as amended by that certain First
Amendment to Amended Master Lease Agreement dated as of October 1, 2002 (as so
amended, the “Lease”), between Landlord and Tenant, Landlord leased to
Tenant and Tenant leased from Landlord the Leased Property (as defined therein)
subject to and upon the terms and conditions set forth in the Lease; and


WHEREAS, Landlord and Tenant now wish to
amend the Lease subject to and upon the terms and conditions hereinafter set
forth;


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 the Lease is hereby amended
as follows:


1.             Base Net Patient Revenues.  The definition of “Base Net Patient
Revenues” set forth in Article 1 of the Lease is hereby deleted in its entirety
and replaced with the following:


“Base Net Patient Revenues”  shall mean the amount of Net Patient
Revenues for the Leased Property for the Base Year in the event the Base Year
consists of 52 weeks, or, in the event the Base Year consists of 53 weeks, (x)
Base Net Patient Revenues for the Leased Property for the Base Year, (y) divided
by 53 and then (z) multiplied by 52; provided, however, that in
the event that, with respect to any Lease Year, or portion thereof, for any
reason (including, without limitation, a casualty or Condemnation) there shall
be a reduction in the number of units available at any Facility located at the
Leased Property or in the 


 


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services provided at such Facility
from the number of such units or the services provided during the Base Year, in
determining Additional Rent payable with respect to such Property for such
Lease Year, Base Net Patient Revenues shall be reduced as follows:  (a) in the event of the termination of this
Agreement with respect to any Property pursuant to Article 10, 11 or 12,
all Net Patient Revenues for such Property for the period during the Base Year
equivalent to the period after the termination of this Agreement with respect
to such Property shall be subtracted from Base Net Patient Revenues; (b) in the
event of a partial closing of any Facility affecting the number of units, or
the services provided, at such Facility, Net Patient Revenues attributable to
units or services at such Facility shall be ratably allocated among all units
in service at such Facility during the Base Year and all such Net Patient
Revenues attributable to units no longer in service shall be subtracted from
Base Net Patient Revenues throughout the period of such closing; and (c) in the
event of any other change in circumstances affecting any Facility, Base Net Patient
Revenues shall be equitably adjusted in such manner as Landlord and Tenant
shall reasonably agree.


2.             Base Year.  The definition of “Base Year” set forth in
Article 1 of the Lease is hereby deleted in its entirety and replaced with the
following:


“Base
Year” shall mean the 2005 Fiscal Year.


 


3.             Excess Patient Revenues.  The definition of “Excess Patient Revenues”
set forth in Article 1 of the Lease is hereby deleted in its entirety and
replaced with the following:


“Excess Net Patient Revenues”  shall mean, with
respect to any Lease Year, or portion thereof, the amount of Net Patient
Revenues for such Lease Year, or portion thereof, in excess of Base Net Patient
Revenues for the equivalent period during the Base Year.


4.             Minimum Rent.  The definition of “Minimum Rent” set forth
in Article 1 of the Lease is hereby deleted in its entirety and replaced with
the following:


 


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“Minimum
Rent” shall mean Sixty-Three Million Six Hundred
Seventy-Four Thousand Three Hundred Forty-Seven and 26/100s Dollars
($63,674,347.26) per annum.


5.             Net Patient Revenues.  The definition of “Net Patient Revenues” set
forth in Article 1 of the Lease is hereby deleted in its entirety and replaced
with the following:


“Net Patient Revenues”  shall mean, for each Fiscal Year during the
Term, all revenues and receipts (determined on an accrual basis and in all
material respects in accordance with GAAP) of every kind derived from renting,
using and/or operating the Leased Property and parts thereof, including, but
not limited to:  all patient, client or
resident rents and revenues received or receivable for the use of otherwise by
reason of all units, beds and other facilities provided, meals served, services
performed, space or facilities subleased or goods sold on the Leased Property,
or any portion thereof, including, without limitation, any other arrangements
with third parties relating to the possession or use of any portion of the
Leased Property; and proceeds, if any, from business interruption or other loss
of income insurance; provided, however, that Net Patient Revenues
shall not include the following: 
revenue from professional fees or charges by physicians and unaffiliated
providers of services, when and to the extent such charges are paid over to
such physicians and unaffiliated providers of services, or are separately
billed and not included in comprehensive fees; contractual allowances (relating
to any period during the Term) for billings not paid by or received from the
appropriate governmental agencies or third party providers; allowances
according to GAAP for uncollectible accounts, including credit card accounts
and charity care or other administrative discounts; all proper patient billing
credits and adjustments according to GAAP relating to health care accounting;
provider discounts for hospital or other medical facility utilization contracts
and credit card discounts; any amounts actually paid by Tenant for the cost of
any federal, state or local governmental programs imposed specially to provide
or finance indigent patient care; federal, state or municipal excise, sales,
use, occupancy or similar taxes collected directly from patients, clients or
residents or included as part of the sales price of any goods or 


 


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services; insurance proceeds (other
than proceeds from business interruption or other loss of income insurance);
Award proceeds (other than for a temporary Condemnation); revenues attributable
to services actually provided off-site or otherwise away from the Leased
Property, such as home health care, to persons that are not patients, clients
or residents at the Leased Property; revenues attributable to child care
services provided primarily to employees of the Leased Property; any proceeds
from any sale of the Leased Property or from the refinancing of any debt
encumbering the Leased Property; proceeds from the disposition of furnishings,
fixture and equipment no longer necessary for the operation of the Facility located
thereon; any security deposits and other advance deposits, until and unless the
same are forfeited to Tenant or applied for the purpose for which they were
collected; and interest income from any bank account or investment of Tenant.


6.             Additional Rent.  The first sentence of Section 3.1.2(a)
of the Lease is hereby deleted in its entirety and replaced with the following:


Tenant shall pay additional rent
“Additional Rent” with respect to each Lease Year during the Term subsequent to
the Base Year in an amount, not less than zero, equal to four percent (4%) of
Excess Net Patient Revenues at the Leased Property.


7.             Security Agreement.  Subtenant hereby confirms that all
references to the “Master Lease” in that certain Security Agreement, dated as
of January 7, 2002, made by Subtenant in favor of Landlord shall refer to the
Lease as amended by this Amendment.


8.             Stock Pledge Agreement.  FS Tenant Holding Company Trust hereby
confirms that all references to the “Master Lease” in that certain Pledge of
Shares of Beneficial Interest Agreement, dated as of January 7, 2002, made by
FS Tenant Holding Company Trust in favor of Landlord shall refer to the Lease
as amended by this Amendment.


 


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


 


 


 


[Signatures
on following pages]


 


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IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment as of the day and year first
above written.


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCC FINANCING I TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCC FINANCING LIMITED,
  L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCC INVESTMENTS I,
  L.L.C.,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCC OF KENTUCKY TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCC OHIO HEALTHCARE
  TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCC
  PUEBLO NORTE TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCC RETIREMENT
  COMMUNITIES II, L.P., 

  
	
   

  	
   

  	
  a Delaware partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCCP SENIOR LIVING LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCDE SENIOR LIVING LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCFL SENIOR LIVING LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCOP SENIOR LIVING LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CCSL SENIOR LIVING LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  



 


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  LEISURE
  PARK VENTURE LIMITED PARTNERSHIP, 

  
	
   

  	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LTJ SENIOR COMMUNITIES
  LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PANTHER HOLDINGS LEVEL
  I, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PANTHER GENPAR TRUST, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John R. Hoadley

  
	
   

  	
   

  	
   

  	
  John R. Hoadley

  
	
   

  	
   

  	
   

  	
  Treasurer of each of the foregoing entities

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS TENANT HOLDING
  COMPANY TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS TENANT POOL III
  TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Treasurer of each of the foregoing entities

  



 


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ACKNOWLEDGMENTS
AND CONSENTS


 


                The undersigned subtenants under
the Lease hereby join in the execution and delivery of this Amendment for the
limited purpose of acknowledging their consent to the execution and delivery of
this Amendment.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS
  TENANT POOL I TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS TENANT POOL II TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS TENANT POOL III
  TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS TENANT POOL IV TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS LAFAYETTE TENANT
  TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS LEISURE PARK TENANT
  TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS LEXINGTON TENANT
  TRUST,

  
	
   

  	
   

  	
  a Maryland business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Treasurer of each of the foregoing entities

  
	
   

  	
   

  	
   

  	
   

  
	
                  FSQ, Inc.
  hereby joins in the execution and delivery of this Amendment for the limited
  purposes of (i) acknowledging its consent to the execution and delivery of
  this Amendment and (ii) confirming that all references to the “Master Lease”
  in that certain Pledge of Shares of Beneficial Interest Agreement, dated as
  of January 11, 2002, made by FSQ, Inc. in favor of Landlord shall refer to
  the Lease as amended by this Amendment.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FSQ, INC., a
  Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce
  J. Mackey Jr. 

  
	
   

  	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Treasurer

  



 


 


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                Five Star hereby joins in the
execution and delivery of this Amendment for the limited purposes of (i)
acknowledging its consent to the execution and delivery of this Amendment and
(ii) confirming that all references to the “Master Lease” in that certain
Guaranty Agreement, dated as of January 11, 2002, made by Five Star in favor of
Landlord shall refer to the Lease as amended by this Amendment.


 


	
   

  	
   

  	
  FIVE STAR QUALITY CARE,
  INC.,

  
	
   

  	
   

  	
  a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Treasurer

  



 


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