**Exhibit10.24**

 

**FOURTEENTHAMENDMENT TO SECOND AMENDEDAND RESTATED LEASE AGREEMENT**

 

**THISFOURTEENTH 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 hereofas a landlord, as landlord (collectively, “Landlord”), and (ii) **FIVE STAR QUALITY CARE TRUST**, a Maryland business trust, astenant (“Tenant”).

 

**W**** I T N E S S E T H:**

 

**WHEREAS**, pursuant to the terms of that certainSecond 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 LeaseAgreement, dated as of June 3, 2005, that certain Third Amendment toSecond Amended and Restated Lease Agreement, dated as of October 31, 2005,that certain other Third Amendment to Second Amended and Restated LeaseAgreement, dated as of December 30, 2005, that certain Letter Agreement,dated as of March 13, 2006, that certain Fifth Amendment to Second Amendedand Restated Lease Agreement, dated as of September 1, 2006, that certainSixth Amendment to Second Amended and Restated Lease Agreement, dated as of October 1,2006, that certain Seventh Amendment to Second Amended and Restated LeaseAgreement, dated as of October 1, 2006, that certain Eighth Amendment toSecond Amended and Restated Lease, dated as of November 1, 2006, thatcertain Ninth Amendment to Second Amended and Restated Lease, dated as of November 1,2006, that certain Tenth Amendment to Second Amended and Restated LeaseAgreement, dated as of November 6, 2006 (effective as of November 5,2006), that certain Eleventh Amendment to Second Amended and Restated LeaseAgreement, dated as of December 22, 2006, that certain Twelfth Amendmentto Second Amended and Restated Lease Agreement, dated as of January 1,2007, and that certain Thirteenth Amendment to Second Amended and RestatedLease Agreement, dated as of January 4, 2008 (as so amended, the “ConsolidatedLease”), Landlord leases to Tenant, and Tenant leases from Landlord, theLeased Property (this and other capitalized terms used but not otherwisedefined herein having the meanings given such terms in the Consolidated Lease),all as more particularly described in the Consolidated Lease; and

 

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

 

**WHEREAS,** SNH/LTA Properties Trust, the other entitiescomprising Landlord and Tenant wish to amend the Consolidated Lease to includethe Heritage Properties;

 

**NOW,THEREFORE**, inconsideration of the mutual covenants herein contained and other good andvaluable consideration, the mutual receipt and legal sufficiency of which arehereby acknowledged, Landlord and Tenant hereby agree as follows:

 

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

 

**“BaseYear”**shallmean (i) with respect to the Existing Properties, the 2005 calendar year, (ii) withrespect to the Additional Properties, the 2006 calendar year, (iii) withrespect to the Hermitage/Marsh View/Somerset/Walking Horse and the HolidayProperties, other than the Buena Vida Property, the 2007 calendar year, (iv) withrespect to the Buena Vida Property, the 2008 calendar year, and (v) withrespect to the Meadowmere Properties and the Heritage Properties, the 2009calendar 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 inits entirety and replaced with the following:

 

**“DisbursementRate” **shall mean (a) with respect to allof the Properties other than the Hermitage/Marsh View/Somerset/Walking HorseProperties, the Holiday Properties, the Meadowmere Properties and the HeritageProperties, an annual rate of interest, as of the date of determination, equalto the greater of (i) the Interest Rate, and (ii) the per annum ratefor ten (10) year U.S. Treasury Obligations as published in The WallStreet Journal plus four hundred (400) basis points, (b) with respectto the Hermitage Hermitage/Marsh View/Somerset/Walking Horse Properties, theHoliday Properties, the Meadowmere 

 

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Properties and theHeritage Properties, an annual rate of interest, as of the date ofdetermination, equal to the greater of (i) the Interest Rate, and (ii) theper annum rate for ten (10) year U.S. Treasury Obligations as published inThe Wall Street Journal plus three hundred twenty-five (325) basispoints; provided, however, that in no event shall theDisbursement 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 inits entirety and replaced with the following:

 

**“InterestRate”**shallmean, (i) with respect to the Existing Properties, ten percent (10%) perannum, (ii) with respect to the Additional Properties, nine percent (9%)per annum, (iii) with respect to the Hermitage/Marsh View/Somerset/WalkingHorse Properties and the Holiday Properties, eight and one quarter percent(8.25%) per annum, and (iv) with respect to the Meadowmere Properties andHeritage 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 inits entirety and replaced with the following:

 

**“MinimumRent”**  shall mean the sum of$48,354,872.00 perannum.

 

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

 

**“HeritageProperties”**shallmean the Properties located on the Land described on Exhibits A-104 and Exhibit A-105attached hereto.

 

6.             Leased Property.  Section 2.1 of the Consolidated Lease ishereby amended by deleting subsection (a) in its entirety and replacing itwith the following:

 

(a)           those certain tracts, pieces andparcels of land as more particularly described in Exhibits A-1 through A-105attached hereto and made a part hereof (the “Land”).

 

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8.             Exhibit A.  Exhibit A to the Consolidated Lease ishereby amended by adding Exhibits A-104 and A-105 attached heretofollowing Exhibit A-103 to the Consolidated Lease.

 

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

 

**[SIGNATURE PAGE FOLLOWS]**

 

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**INWITNESS WHEREOF**,Landlord and Tenant have caused this Fourteenth Amendment to Second Amended andRestated Lease Agreement to be duly executed, as a sealed instrument, as of thedate 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 |

 

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